Exhibit 10.24


 


THIRD AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this “Agreement”), dated as of September 12, 2003, is made by
and among Huntsman LLC, a Utah limited liability company formerly known as
Huntsman Company LLC (“Borrower”), Deutsche Bank Trust Company Americas
(“Deutsche Bank”), as Administrative Agent for the Lenders (as such term
is hereinafter defined) (“Administrative Agent”), and the undersigned
financial institutions, including Deutsche Bank, in their capacities as
Lenders.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower, the Administrative Agent and
certain financial institutions parties thereto (each, a “Lender”;
collectively, the “Lenders”) are parties to that certain Amended and
Restated Credit Agreement dated as of September 30, 2002 (as amended, the “Credit
Agreement”).


 


WHEREAS, the undersigned desire to (i) permit Borrower
to incur up to $600 million in second priority senior secured notes (the “Second
Priority Senior Notes”) which will be pari passu with the Obligations; (ii)
permit the Second Priority Senior Notes to be secured by a Lien on the
Collateral which is pari passu with the Liens created pursuant to the Security
Documents; (iii) apply the net proceeds of the Second Priority Senior Notes in
accordance with the terms of this Agreement; and (iv) make certain other
amendments to the Credit Agreement as specified herein.


 


NOW, THEREFORE, in consideration of the recitals
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


SECTION 1.                            DEFINITIONS


 


1.1.                            Defined
Terms.  Unless otherwise specified herein,
capitalized terms used in this Agreement shall have the meanings ascribed to
them by the Credit Agreement.


 


SECTION 2.                            AMENDMENTS TO CREDIT AGREEMENT


 


2.1.                            Amendments
to Credit Agreement.  The Credit Agreement is amended, effective
as of the Effective Date (as defined below), as follows:


 


(a)                                  Section 1.1.                                The following definitions are
hereby inserted alphabetically into Section 1.1 of the Credit Agreement:


 


“Required
Note Offer Amount Proceeds” shall mean (i) with respect to any Asset
Disposition, the amount of any Excess Net Sale Proceeds (as defined in Section
4.2(b)) which would be required by the terms of the Second Priority Senior
Notes Indenture to be applied to offer to purchase Second Priority Senior Notes
and (ii) with respect to the proceeds of any Recovery Event, the amount of any
such proceeds which would be required by the terms of the Second


 

















 


Priority Senior Notes Indenture to offer to purchase Second Priority
Senior Notes; in each case (x) including amounts which are required under the
terms of the Second Priority Senior Notes Indenture to be accumulated to make
such an offer, (y) assuming no reinvestment of such proceeds or expenditure of
such proceeds to purchase replacement properties or assets and (z) after giving
effect to (1) any prepayment of Loans (as defined in the Priority Loan Agreement)
required by the terms of the Priority Loan Agreement and (2) prepayment of Term
Loans to the maximum extent permitted by the Second Priority Senior Notes
Indenture without requiring an offer to repurchase Second Priority Senior
Notes.


 


“Second
Priority Senior Notes” shall mean those certain second priority senior
secured notes to be issued by the Borrower as permitted by Section 8.2(q),
and secured by the Collateral on a pari passu basis with the Obligations.


 


“Second
Priority Senior Notes Indenture” shall mean that certain Indenture to be
entered into with respect to the Second Priority Senior Notes; provided,
that (i) the terms and conditions thereof shall be satisfactory to the
Administrative Agent and, in any event, not be more restrictive to Borrower
than those set forth herein, (ii) the Second Priority Senior Notes shall, at
the date of issuance, be at or below a market interest rate for comparable
instruments and (iii) in no event shall any scheduled principal payments be
required to be made on the Second Priority Senior Notes prior to the Maturity
Date.


 


“Second
Priority Senior Notes Obligations” shall mean the obligations incurred by
Borrower under the Second Priority Senior Notes Indenture, as evidenced by the
Second Priority Senior Notes.


 


“Supplemental
Margin” shall mean the amount equal to the excess, if any, of (i) the
weighted average of the all-in yield to maturity of the Second Priority Senior
Notes that bear interest at a fixed rate and the swap equivalent fixed rate on
the date of the issuance of the Second Priority Senior Notes of the all-in
yield to maturity of the Second Priority Senior Notes that bear interest at a
floating rate, expressed as a percentage on the date of the issuance of the
Second Priority Senior Notes (including the coupon rate and any original issue
discount (amortized over the life of the Second Priority Senior Notes)) over
(ii) the percentage specified in that certain supplemental pricing letter,
dated as of September 12, 2003, by and between Borrower and the Administrative
Agent.


 


“Term
Loan Ratable Share” shall mean, as of any date of determination, a
fraction, the numerator of which is the total outstanding principal amount of
Term Loans as of such date and the denominator of which is an amount equal to
the sum of (i) the total principal amount of Term Loans outstanding as of such
date and (ii) the total principal amount of Second Priority Senior Notes
outstanding as of such date.


 


(b)                                  Section
3.1(b).                  Section 3.1(b) of the
Credit Agreement is hereby amended by deleting such section in its entirety and
inserting the following in its place:


 


2

















 


“(b)                           Payment of Interest.  Interest on each Loan shall be payable in
arrears on each Interest Payment Date; provided, however, that
interest accruing pursuant to Section 3.1(d) shall be payable from time
to time on demand; provided, further, however, that
interest payable pursuant to Section 3.1(g) shall be payable as
specified in Section 3.1(g). 
Interest (including any interest accrued pursuant to Section 3.1(g))
shall also be payable on the date of any payment of principal of the Term Loans
for the portion of the Loans so repaid and upon payment (including prepayment)
in full of all of the Loans.”


 


(c)                                  Section 3.1(g).                 Section 3.1 of the Credit Agreement is hereby
amended by adding the following as Section 3.1(g):


 


“(g)                           Supplemental Interest.                     From and after the date of the
issuance of the Second Priority Senior Notes, an additional amount of interest
(the “Supplemental Interest”) shall accrue with respect to the unpaid
balance of the Term Loans at an annual fixed rate (compounded at the end of
each Fiscal Quarter) equal to the Supplemental Margin, if any.  The Supplemental Interest shall be payable
in cash (i) with respect to all Term Loans, on the date on which the Term Loans
are accelerated pursuant to Article X, (ii) with respect to all Term A
Loans, on the Term A Loan Maturity Date, (iii) with respect to all Term B
Loans, on the Term B Loan Maturity Date, and (iv) with respect to any principal
amount of the Term Loans which are being repaid (whether in full or in part),
on the date of such repayment.”


 


(d)                                  Section 4.2(b).  Section 4.2(b) of the Credit Agreement is
hereby amended by replacing the phrase “100% of such Excess Net Sale Proceeds”,
where such phrase appears in the first sentence of such section, with the
following:


 


“the greater
of (i) the Term Loan Ratable Share of such Excess Net Sale Proceeds and (ii)
100% of such Excess Net Sale Proceeds less the applicable Required Note
Offer Amount Proceeds, and, with respect to any Required Note Offer Amount
Proceeds, Borrower shall apply such amounts in accordance with the Second
Priority Senior Notes Indenture; provided, however, that, to the
extent the Second Priority Senior Notes Indenture requires that an offer to
purchase Second Priority Senior Notes be made, Borrower shall, on the Business
Day following the last day for acceptance of such offer, apply the amount, if
any, of such offer which is not accepted by the holders of the Second Priority
Senior Notes to prepay Term Loans”.


 


(e)                                  Section 4.2(h).  Section 4.2(h) of the Credit
Agreement is amended by:


 


(i)                                    amending and restating the
language prior to the first proviso in such Section in its entirety as follows:


 


“Within two
(2) Business Days following each date on which Borrower or any of its
Restricted Subsidiaries receives any proceeds from any Recovery Event, Borrower
shall apply a portion of such proceeds of such Recovery Event (net of


 


3

















 


taxes and
reasonable costs incurred in connection with such Recovery Event) as a
mandatory prepayment of principal of the Term Loans, applied in the manner set
forth in Section 4.3, in an amount equal to the greater of (i) the Term
Loan Ratable Share of such proceeds and (ii) 100% of such proceeds less
the amount of the applicable Required Note Offer Amount Proceeds relating to
such Recovery Event and, with respect to any Required Note Offer Amount
Proceeds, Borrower shall apply such amounts in accordance with the Second
Priority Senior Notes Indenture; provided, however, that, to the
extent the Second Priority Senior Notes Indenture requires that an offer to
purchase Second Priority Senior Notes be made, Borrower shall, on the Business
Day following the last day for acceptance of such offer, apply the amount, if
any, of such offer which is not accepted by the holders of the Second Priority
Senior Notes to prepay Term Loans”;


 


(ii)                                replacing the word “provided”
at the beginning of the first proviso of such Section (prior to giving effect
to this Agreement) with the words “provided, further”; and


 


(iii)                            replacing the reference in
clause (h)(ii) to the “first proviso” with a reference to the “second proviso.”


 


(f)                                    Section 4.2(k). 
Section 4.2 of the Credit Agreement is hereby amended by adding the
following as Section 4.2(k):


 


“(k)                          Mandatory Prepayment with
Proceeds of Second Priority Senior Notes.                                                No
later than the Business Day of receipt by Borrower of the cash proceeds  (net of underwriting discounts, similar
placement fees and commissions and other reasonable costs and expenses
associated therewith) from the issuance of the Second Priority Senior Notes,
Borrower shall prepay the Priority Loans in an amount up to $65,000,000
(without any reduction in Commitments (as defined in the Priority Credit
Agreement)), provided, in the event that the aggregate principal amount
of the Second Priority Senior Notes on the issue date is less than
$375,000,000, the required prepayment amount of Priority Loans shall be reduced
by the percentage by which the actual principal amount of the Second Priority
Senior Notes on the issue date is less than $375,000,000 (such that, for
example, if the aggregate principal amount of the Second Priority Senior Notes
on the issue date is $300,000,000, the required prepayment amount of Priority
Loans shall be $52,000,000), and any net cash proceeds in excess thereof shall
be applied to the prepayment of the unpaid principal amount of the Term A Loans
in proportional amounts equal to each Term A Lender’s Pro Rata Share of such
prepayment, such prepayment of Term A Loans to be applied first to prepay in
full the Scheduled Term A Loans Principal Payments due within the twenty-four
month period following the date of such prepayment in order of maturity and,
thereafter, to prepay on a pro rata basis the remaining Scheduled Term A Loans
Principal Payments.”


 


(g)                                 Section 6.13(c).  Section 6.13(c) of the Credit Agreement is
hereby amended by (i) replacing the reference in clause (ii) thereof to
“Borrower’s Subsidiaries” with a reference to “Borrower’s Restricted
Subsidiaries”; and (ii) replacing the phrase “Borrower or


 


4

















 


any of its Subsidiaries” in clause (iii) thereof with the phrase
“Borrower or any of its Restricted Subsidiaries”.


 


(h)                                 Section 8.1.                                Section
8.1 of the Credit Agreement is hereby amended by (i) deleting the word “and” at
the end of clause (l) of such section, (ii) deleting the period at the end of
clause (m) of such section and replacing it with “; and” and (iii) inserting
the following new clause (n) at the end of such section:


 


“(n)                           Liens securing the Second Priority
Senior Notes Obligations on a pari passu basis with the Obligations, but only
to the extent that such Indebtedness is permitted by Section 8.2.”


 


(i)                                    Section 8.2.                                Section
8.2 of the Credit Agreement is hereby amended by (i) deleting the word “and” at
the end of clause (o) of such section, (ii) deleting the period at the end of
clause (p) of such section and replacing it with “; and” and (iii) inserting
the following new clause (q) at the end of such section:


 


“(q)                            Indebtedness incurred pursuant to
the Second Priority Senior Notes Indenture and evidenced by the Second Priority
Senior Notes, but only to the extent that such Indebtedness is incurred on or
prior to November 28, 2003 and is in an aggregate principal amount not less
than $300,000,000 or more than $600,000,000 and guarantees thereof by any
Subsidiary Guarantor.”


 


(j)                                    Section 8.13. 
Section 8.13(a) of the Credit Agreement is hereby amended by
inserting the phrase “, the Second Priority Senior Notes Indenture” immediately
prior to the phrase “or the agreement governing Permitted Junior Debt”, where
such phrase appears in such section.


 


(k)                                Section 8.15. 
Section 8.15 of the Credit Agreement is hereby amended by (i)
inserting “(i)” immediately following the comma following the word “provided”
in the proviso in such section and (ii) immediately prior to the period at the
end of such proviso, inserting the following:


 


“and (ii)
HSCHC and HSCC may incur (x) Liens securing the Second Priority Senior Notes on
a pari passu basis with the Obligations and (y) Indebtedness consisting of
guarantees of Indebtedness incurred pursuant to Section 8.2(q).”


 


(j)                                    Section 8.21.  A new Section 8.21 is hereby inserted
into the Credit Agreement as follows:


 


“8.21  Amendments or Modifications to Second
Priority Notes.  Borrower shall
not, nor shall it permit any of its Subsidiaries to, directly or indirectly,
either:


 


(a)                                  Amend, modify, waive or
supplement, or cause to be amended, modified, waived or supplemented, any
provision of the Second Priority Senior Notes Indenture or the terms of the
Second Priority Senior Notes, unless such amendment, modification, waiver or
supplement is approved by the Administrative Agent and, if adverse to the
interests of the


 


5

















 


Lenders (as determined by the Administrative Agent in its
sole reasonable discretion after reasonable advance notice of such proposed
change), by the Required Lenders; or


 


(b)                                 Make any principal payment
on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire
for value, prior to any scheduled final maturity, any Second Priority Senior
Notes, except as required by the Second Priority Senior Notes Indenture.”


 


SECTION 3.                            CONSENT


 


The undersigned Lenders hereby consent
to and authorize the Collateral Agent to, as of the Effective Date, amend
and/or amend and restate the Security Documents and the Intercreditor
Agreement, each in a manner satisfactory to Administrative Agent, and to enter
into such other intercreditor documents or arrangements as are satisfactory to
Administrative Agent, in each case so as to provide that (i) the Collateral
shall ratably secure both the Obligations (as defined in the Security
Agreement) and the Second Priority Senior Notes Obligations by Liens on the
Collateral which are junior and subject in all respects to the Liens created
pursuant to the Priority Loan Documents; and (ii) so long as the Obligations
remain outstanding, the Administrative Agent (as defined in the Priority Credit
Agreement), acting at the direction of the requisite lenders under the Priority
Credit Agreement, and the Administrative Agent, acting at the direction of the
requisite lenders under the Credit Agreement, shall have full authority to
control the release and disposition of the Collateral.


 


SECTION 4.                            REPRESENTATIONS AND WARRANTIES


 


4.1.                            Representations
and Warranties.  In order to induce the Administrative Agent
and the Lenders to enter into this Agreement, the Borrower hereby represents
and warrants to the Administrative Agent and the Lenders, in each case after
giving effect to this Agreement, as follows:


 


(a)                                  Power
and Authority.  The Borrower has the power and authority to
execute, deliver and perform this Agreement and, in the case of the Borrower
and each Credit Party, all agreements, documents and instruments executed and
delivered pursuant to this Agreement and each of the Borrower and each Credit Party
has taken all necessary action to authorize the execution, delivery and
performance by it of this Agreement and all agreements, documents and
instruments executed and delivered by it pursuant to this Agreement, as the
case may be.


 


(b)                                  Binding
Obligation.  This Agreement has been duly executed and
delivered by the Borrower and the Acknowledgement and Consent (as hereinafter
defined) has been duly executed by each Subsidiary Guarantor, and such
documents are the legal, valid and binding obligation of each such entity a
party thereto, enforceable against such entity in accordance with its terms,
except as the enforcement thereof may be subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally and general principles of equity
(regardless of whether enforcement is sought in equity or at law).


 


(c)                                  Incorporation
of Representations and Warranties from the Credit Agreement.  After giving effect to this Agreement, the representations and
warranties contained


 


6

















 


in the Credit Agreement and the other Loan Documents are true
and correct at and as of the Effective Date, with the same effect as though
made on such date, except to the extent specifically made with regard to a
particular date, in which case such representation and warranty is true and
correct as of such date.


 


(d)                                  No
Violation or Conflict.  Neither execution, delivery and performance
of this Agreement or the Third Amendment to the Priority Credit Agreement of
even date herewith by any Credit Party nor the transactions contemplated hereby
will (i) contravene any provision of any Requirement of Law applicable to any
Credit Party or (ii) conflict with or result in a breach by any Credit Party of
any Organizational Document of any of them or any term of any Material
Agreement.


 


(e)                                  No
Additional Consents Required.  No authorization or approval or other action
by, and no notice to or filing or registration with, any Governmental Authority
or other Person is required in connection with the execution, delivery and
performance of this Agreement and all agreements, documents and instruments
executed and delivered pursuant to this Agreement other than those obtained and
in full force and effect.


 


(f)                                    Absence
of Default.  No Event of Default or Unmatured Event of
Default will exist or be continuing.


 


(g)                                 Good
Standing.  On the Effective Date, each Credit Party is
a duly organized and validly existing entity in good standing in its jurisdiction
of incorporation or formation.


 


(h)                                 No
Amendment to Bylaws.  A true and complete copy of the bylaws of
each Credit Party (or equivalent document) has been delivered to the
Administrative Agent prior to or on the date of this Agreement.


 


SECTION 5.                            CONDITIONS PRECEDENT


 


5.1.                            Conditions
to Effectiveness of Agreement.  This Agreement shall become effective upon
satisfaction of the following conditions precedent:


 


(a)                                  Execution
and Delivery of Agreement.  The Borrower, the Administrative Agent and
Lenders holding at least 66 2/3% of all Loans shall have executed and delivered
this Agreement.


 


(b)                                  Execution
and Delivery of Priority Credit Agreement Amendment.  The Borrower, the administrative agent under
the Priority Credit Agreement, and the Required Lenders (as such term is
defined in the Priority Credit Agreement) shall have executed and delivered
that certain Third Amendment to the Priority Credit Agreement.


 


5.2.                            Conditions to Effectiveness of Sections 2 and
3 of Agreement.  Sections 2 and 3 of this
Agreement shall, notwithstanding the prior effectiveness of the Agreement,
become effective upon satisfaction of the following conditions precedent (the
“Effective Date”), which shall in no event occur later than November 28, 2003; provided,
however, that, notwithstanding


 


7

















 


anything herein to the contrary, Section 2.1(g) of the
Agreement shall become effective on the date hereof.


 


(a)                                  Execution
and Delivery of Amended or Amended and Restated Security Agreement. 
The Collateral Agent, the trustee under the Second Priority Senior Notes
Indenture and Borrower shall have executed and delivered an amendment or
amendment and restatement of the Security Agreement in form satisfactory to
Administrative Agent.


 


(b)                                  Execution
and Delivery of Amended and Restated Intercreditor Agreement. 
The Collateral Agent, the Priority Collateral Agent, the trustee under
the Second Priority Senior Notes Indenture and Borrower shall have executed and
delivered an amendment and restatement of the Intercreditor Agreement in form
satisfactory to Administrative Agent.


 


(c)                                  Other Security Documents.  The
Collateral Agent, the Priority Collateral Agent, the trustee under the Second
Priority Senior Notes Indenture  and Borrower shall have executed and
delivered such Security Documents and/or amendments or supplements thereto as
may be satisfactory to the Administrative Agent.


 


(d)                                  Supplemental
Pricing Letter.  The
Administrative Agent and the Borrower shall have executed and delivered the supplemental
pricing letter referred to in the definition of “Supplemental Margin” found in Section
2.1(a) hereof which shall be satisfactory in form and substance to the
Administrative Agent and its counsel.


 


(e)                                  Other
Documents and Actions.  The Administrative Agent shall have received
each of the following documents and/or confirmed the occurrence of the
following specified actions, as the case may be, each of which shall be
satisfactory in form and substance to the Administrative Agent and its counsel:


 


(1)                                 Officer’s
Certificate.  A bringdown certificate of an officer of the
Borrower dated the Effective Date in the form of Exhibit A attached
hereto;


 


(2)                                 Acknowledgement
and Consent.  An Acknowledgement
and Consent dated the Effective Date in the form of Exhibit B attached
hereto (the “Acknowledgement and Consent”), duly executed and delivered
by each Subsidiary Guarantor;


 


(3)                                 Approvals.  All necessary governmental (domestic and
foreign) and third party approvals in connection with this Agreement and the transactions
contemplated hereby and by the other Loan Documents and otherwise referred to
herein or therein shall have been obtained and remain in effect, and all
applicable waiting periods shall have expired without any action being taken by
any competent authority which restrains, prevents or imposes materially adverse
conditions upon the consummation of all or any part of this Agreement or the
other transactions contemplated by the Loan Documents and otherwise referred to
herein or therein.  Additionally, there
shall not exist any judgment, order, injunction or other restraint issued or
filed or a hearing seeking injunctive relief or other restraint pending or
notified prohibiting or imposing materially adverse conditions upon all or any
part of this Agreement, the transactions contemplated hereunder or by the Loan
Documents;


 


8

















 


(4)                                 Litigation.  No litigation by any entity (private or
governmental) shall be pending or, to the best knowledge of the Borrower, threatened
with respect to this Agreement, any other Loan Document or any documentation
executed in connection herewith or the transactions contemplated hereby, or
which the Administrative Agent or the Required Lenders shall determine could
reasonably be expected to have a Material Adverse Effect;


 


(5)                                 Adverse
Change.  Since December 31,
2002, nothing shall have occurred (and the Lenders shall have become aware of
no facts or conditions not previously known) which the Administrative Agent or
the Required Lenders shall reasonably determine has, or could have, a Material
Adverse Effect;


 


(6)                                 Corporate
Proceedings.  All corporate and
legal proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be satisfactory in form and substance to the Administrative Agent and the
Administrative Agent shall have received all information and copies of all
documents and papers, including records of corporate proceedings, governmental approvals,
good standing certificates and bring-down telegrams or certificates, if any,
which the Administrative Agent or the Required Lenders reasonably may have
requested in connection therewith, such documents and papers where appropriate
to be certified by proper corporate or Governmental Authorities;


 


(7)                                 Legal
Opinions.  Such legal opinions
of counsel to the Borrower as may be requested by the Administrative Agent or
its counsel, including without limitation the legal opinion of Skadden, Arps,
Slate, Meagher & Flom LLP;


 


(8)                                 Certified
Copies of Second Priority Senior Notes Documents.  Copies of the Second Priority Senior Notes Indenture and the
relevant documents entered into in connection with the offering of the Second
Priority Senior Notes, each certified as true, correct and complete by a
Responsible Officer; and


 


(9)                                 Other Matters.  Such other instruments, documents,
certificates and opinions in respect of such matters as the Administrative
Agent may reasonably request.


 


(f)                                    No
Defaults.  After giving effect to this Agreement, no
Event of Default or Unmatured Event of Default under the Credit Agreement shall
have occurred and be continuing.


 


(g)                                 Representations
and Warranties.  After giving effect to this Agreement, the
representations and warranties of the Borrower and the other Credit Parties
contained in this Agreement, the Credit Agreement and the other Loan Documents
shall be true and correct in all material respects as of the Effective Date,
with the same effect as though made on such date, except to the extent
specifically made with regard to a particular date, in which case such
representation and warranty is true and correct as of such date.


 


(h)                                 Fees.  Borrower
shall have paid to Administrative Agent and the Lenders all costs, fees and
expenses (including, without limitation, reasonable legal fees and expenses)


 


9

















 


payable to the
Administrative Agent and the Lenders to the extent then due, including, without
limitation, pursuant to Section 6.1(a) of this Agreement.


 


(i)                                    Other
Matters.  The Administrative Agent shall have received
such other instruments and documents as the Administrative Agent or the
Required Lenders may reasonably request in connection with the execution of
this Agreement, and all such instruments and documents shall be reasonably
satisfactory in form and substance to the Administrative Agent.


 


SECTION 6.                      MISCELLANEOUS


 


6.1.                            Miscellaneous. 
The parties hereto hereby further agree as follows:


 


(a)                                  Fees,
Costs, Expenses and Taxes.  The Borrower agrees to pay to the
Administrative Agent on behalf of each Lender which has executed and delivered
this Agreement on or prior to 12:00 Noon E.D.T. on September 10, 2003, (i) an
amendment fee (the “First Amendment Fee”) of 0.15% of the aggregate
outstanding principal amount of the Loans, which First Amendment Fee shall be
paid on or prior to the date hereof and (ii) an amendment fee (the “Second
Amendment Fee”) of 0.15% of the aggregate outstanding principal amount of
the Loans (after giving effect to any prepayment required by Section 4.2(k) of
the Credit Agreement), which Second Amendment Fee shall be payable on the
Business Day of receipt by Borrower of the cash proceeds from the issuance of
the Second Priority Senior Notes.  The
First Amendment Fee shall be fully earned as of the date of this Agreement and
the Second Amendment Fee shall be fully earned as of the date of issuance of
the Second Priority Senior Notes.  The
Borrower further agrees to pay all reasonable fees, costs and expenses of the
Administrative Agent incurred in connection with the negotiation, preparation
and execution of this Agreement and the transactions contemplated hereby,
including, without limitation, the reasonable fees and expenses of Winston
& Strawn, counsel to the Administrative Agent.


 


(b)                                  Counterparts. 
This Agreement may be executed in one or more counterparts, each of
which, when executed and delivered, shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
document with the same force and effect as if the signatures of all of the
parties were on a single counterpart, and it shall not be necessary in making
proof of this Agreement to produce more than one (1) such counterpart.


 


(c)                                  Headings. 
Headings used in this Agreement are for convenience of reference only
and shall not affect the construction of this Agreement.


 


(d)                                  Integration. 
This Agreement, the other agreements and documents executed and
delivered pursuant to this Agreement and the Credit Agreement constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof.


 


(e)                                  Governing
Law.  THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID
STATE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.


 


10

















 


(f)                                    Binding
Effect.  This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the Borrower, the Administrative
Agent and the Lenders and their respective successors and assigns.  Except as expressly set forth to the
contrary herein, this Agreement shall not be construed so as to confer any
right or benefit upon any Person other than the Borrower, the Administrative
Agent and the Lenders and their respective successors and permitted assigns.


 


(g)                                 Limitations. 
Except as expressly provided herein, the execution and delivery of this
Agreement shall not: (a) constitute an extension, modification, or waiver of
any aspect of the Credit Agreement or the other Loan Documents; (b) extend the
terms of the Credit Agreement or the due date of any of the Obligations; (c)
give rise to any obligation on the part of the Administrative Agent and the
Lenders to extend, modify or waive any term or condition of the Credit
Agreement or any of the other Loan Documents; or (d) give rise to any defenses
or counterclaims to the right of the Administrative Agent and the Lenders to
compel payment of the Obligations or to otherwise enforce its rights and
remedies under the Credit Agreement and the other Loan Documents.


 


(h)                                 Reference
to and Effect on the Credit Agreement.  The parties hereto
agree and acknowledge that nothing contained in this Agreement in any manner or
respect limits or terminates any of the provisions of the Credit Agreement or
any of the other Loan Documents other than as expressly set forth herein and
further agree and acknowledge that the Credit Agreement (as amended hereby) and
each of the other Loan Documents remain and continue in full force and effect
and are hereby ratified and confirmed. 
Except to the extent expressly set forth herein, the execution, delivery
and effectiveness of this Agreement shall not operate as an amendment of any
rights, power or remedy of the Lenders or the Administrative Agent under the
Credit Agreement or any other Loan Document, nor constitute an amendment of any
provision of the Credit Agreement or any other Loan Document.  No delay on the part of any Lender or the
Administrative Agent in exercising any of their respective rights, remedies,
powers and privileges under the Credit Agreement or any of the Loan Documents
or partial or single exercise thereof, shall constitute an amendment
thereof.  On and after the Effective
Date each reference in the Credit Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import, and each reference to
the Credit Agreement in the Loan Documents and all other documents delivered in
connection with the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended hereby.  The
Borrower acknowledges and agrees that this Agreement constitutes a “Loan
Document” for purposes of the Credit Agreement.  None of the terms and conditions of this Agreement may be
changed, waived, modified or varied in any manner, whatsoever, except in
accordance with Section 12.1 of the Credit Agreement.


 


[signature
pages follow]


 


11

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first written above.


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS,

  
	
   

  	
  Individually as a Lender and
  as

  Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Marco Orlando

  	
   

  
	
   

  	
  Name:

  	
  Marco Orlando

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HUNTSMAN LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Sean Douglas

  	
   

  
	
   

  	
  Name:

  	
  Sean Douglas

  	
   

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


Third Amendment to Amended

and Restated Credit Agreement


 

















 


EXHIBIT A


 


FORM
OF

OFFICER’S CERTIFICATE


 


I,
                                   ,
a duly qualified and acting officer of Huntsman LLC, a Utah limited liability
company formerly known as Huntsman Company LLC (the “Borrower”), hereby
certify that I am a Responsible Officer of the Borrower and further certify on
behalf of the Borrower that:


 


1.                                       This Certificate is furnished pursuant to Section
5.1(d)(1) of the Third Amendment to Amended and Restated Credit Agreement,
dated as of September 12, 2003 (the “Amendment”), among the
Borrower, Deutsche Bank Trust Company Americas, as Administrative Agent and the
financial institutions party thereto. 
Unless otherwise defined herein, any capitalized terms used herein have
the meanings set forth in the Amendment.


 


2.                                       After giving effect to the Amendment, the
representations and warranties of the Borrower and the other Credit Parties
contained in the Amendment, the Credit Agreement and the other Loan Documents
shall be true and correct as of the Effective Date, with the same effect as
though made on such date, except to the extent specifically made with regard to
a particular date, in which case such representation and warranty is true and
correct as of such date.


 


3.                                       After giving effect to the Amendment, no Event of
Default or Unmatured Event of Default will exist or be continuing.


 


4.                                       The conditions set forth in Section 5 of the Amendment
have been fully satisfied or waived.


 


IN WITNESS WHEREOF, I have hereunto signed my name
this       day of
                   ,
2003.


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
					



 


A-1

















 


EXHIBIT B


 


FORM OF

ACKNOWLEDGMENT AND CONSENT


 


The undersigned entities, constituting Subsidiaries of
the Borrower (each, a “Subsidiary Guarantor”), hereby acknowledge that
they have reviewed the terms and provisions of the Amended and Restated Credit
Agreement dated as of September 30, 2002, by and among Huntsman LLC (formerly
known as Huntsman Company LLC), as borrower, Deutsche Bank Trust Company
Americas, as administrative agent, and the lenders parties thereto (as
heretofore amended, modified or supplemented, the “Agreement”;
capitalized terms used herein without definition have the meanings ascribed
thereto in the Agreement) and this Third Amendment to Amended and Restated
Credit Agreement (the “Amendment”) and consent to the amendment of the
Agreement pursuant to this Amendment and the other matters contemplated under
the Amendment.


 


Each Subsidiary Guarantor hereby acknowledges and
agrees that any of the Loan Documents to which it is a party or otherwise bound
shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or affected
by the execution or effectiveness of this Amendment.  Each Subsidiary Guarantor represents and warrants that all
representations and warranties applicable to it contained in the Agreement as
amended by this Amendment and the Loan Documents to which it is a party or
otherwise bound are true, correct and complete in all material respects on and
as of the Effective Date, to the same extent as though made on and as of that
date (except to the extent that such representations and warranties
specifically relate to an earlier date, in which case they are true and correct
in all material respects as of such earlier date).


 


Each Subsidiary Guarantor acknowledges and agrees that
(i) notwithstanding the conditions to effectiveness set forth in this
Amendment, each Subsidiary Guarantor is not required by the terms of the
Agreement or any other Loan Document to consent to the amendment of the
Agreement effected pursuant to this Amendment and (ii) nothing in the Agreement
or this Amendment or any other Loan Document shall be deemed to require the
consent of each Subsidiary Guarantor to any future amendment of the Agreement
or any other Loan Document.


 


IN WITNESS WHEREOF, each of the Subsidiary Guarantors
has caused this Acknowledgement and Consent to the Third Amendment to Amended
and Restated Credit Agreement to be duly executed and delivered by its proper
and duly authorized officer as of the       day of
                    ,
2003.


 


[signature
page follows]


 


B-1

















 


	
  HUNTSMAN CHEMICAL
  PURCHASING CORPORATION

  
	
  HUNTSMAN INTERNATIONAL
  CHEMICALS CORPORATION

  
	
  HUNTSMAN
  INTERNATIONAL TRADING CORPORATION

  
	
  HUNTSMAN
  PETROCHEMICAL PURCHASING CORPORATION

  
	
  POLYMER
  MATERIALS INC.

  
	
  AIRSTAR
  CORPORATION

  
	
  HUNTSMAN
  PROCUREMENT CORPORATION

  
	
  JK HOLDINGS CORPORATION

  
	
  HUNTSMAN SPECIALTY CHEMICALS HOLDING CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  HUNTSMAN
  AUSTRALIA INC.

  
	
  HUNTSMAN
  CHEMICAL FINANCE CORPORATION

  
	
  HUNTSMAN
  ENTERPRISES INC.

  
	
  HUNTSMAN FAMILY
  CORPORATION

  
	
  HUNTSMAN GROUP
  HOLDINGS FINANCE CORPORATION

  
	
  HUNTSMAN GROUP
  INTELLECTUAL PROPERTY HOLDINGS CORPORATION

  
	
  HUNTSMAN
  INTERNATIONAL SERVICES CORPORATION

  
	
  HUNTSMAN MA
  INVESTMENT CORPORATION

  
	
  HUNTSMAN MA
  SERVICES CORPORATION

  
	
  HUNTSMAN
  PETROCHEMICAL FINANCE CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HUNTSMAN EXPANDABLE POLYMERS
  COMPANY, LC

  
	
   

  	
   

  	
   

  
	
  By:  Huntsman Chemical Company LLC, its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


B-2

















 


	
  HUNTSMAN PETROCHEMICAL CANADA HOLDINGS CORPORATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HUNTSMAN POLYMERS HOLDINGS CORPORATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  HUNTSMAN
  CHEMICAL COMPANY LLC

  
	
  HUNTSMAN
  PETROCHEMICAL CORPORATION

  
	
  HUNTSMAN
  POLYMERS CORPORATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  HUNTSMAN FUELS, L.P.

  	
   

  
	
  PETROSTAR FUELS LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HUNTSMAN PURCHASING, LTD.

  
	
   

  	
   

  	
   

  
	
  By:  Huntsman Procurement Corporation, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PETROSTAR INDUSTRIES LLC

  
	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


B-3