Exhibit
10.25


 


FOURTH AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of
November 20, 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, on September 30,
2003, Borrower issued $380 million in second priority senior secured notes at
an all-in-yield of 11.875%, the net proceeds of which were applied to reduce
indebtedness under the Credit Agreement and the Priority Credit Agreement in
the manner contemplated by the Third Amendment to the Credit Agreement.


 


WHEREAS, the undersigned
desire to permit Borrower to apply proceeds of additional second priority
senior notes (together with the initial secured priority senior notes, the
“Second Priority Senior Notes”) in a face amount not less than $75 million in
accordance with this Agreement.


 


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 in Section 1.1 of the Credit Agreement are hereby amended and
restated in their entirety as follows:


 


“Second Priority
Senior Notes Indenture” shall mean that certain Indenture (as the same may
be amended in compliance with this Agreement) and any supplemental indenture or
additional 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.


 


“Supplemental Margin”
shall mean, on any date of issuance of Second Priority Senior Notes subsequent
to the initial issuance on September 30, 2003, the amount equal to the product
of (A) the excess, if any, of (i) the all-in-yield for the additional principal
amount of Second Priority Senior Notes at the respective issuance date of such
additional issuance of Second Priority Senior Notes over (ii) 12.25% multiplied
by (B) the ratio of (i) the principal amount of such additional issuance of
Second Priority Senior Notes to (ii) the total principal amount of Second
Priority Senior Notes, after giving effect to such additional issuance.  As used in this definition, the term
“all-in-yield” with respect to any issuance of Second Priority Senior Notes
after the initial issuance date shall be calculated on the issuance date for
the principal amount issued on such date and shall mean the weighted average of
the all-in-yield to maturity of such Second Priority Senior Notes that bear
interest at a fixed rate and the swap equivalent fixed rate on the date of the
issuance of such Second Priority Senior Notes of the all-in yield to maturity
of such Second Priority Senior Notes that bear interest at a floating rate,
expressed as a percentage on the date of the issuance of such Second Priority
Senior Notes (including the coupon rate and any original issue discount
(amortized over the life of such Second Priority Senior Notes)).


 


(b)                                  Section 3.1(g).  Section
3.1(g) of the Credit Agreement is hereby amended and restated as follows:


 


“(g)                           Supplemental
Interest.                     From
and after the date of the issuance of any additional Second Priority Senior Notes
subsequent to the initial issuance of 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.”


 


(c)                                  Section 4.2(k). 
Section 4.2(k) of the Credit Agreement is hereby amended and restated in
its entirety as follows:


 


“(k)                          Mandatory
Prepayment with Proceeds of Second Priority Senior Notes.  No
later than the Business Day of receipt by Borrower of the cash


 


2

















 


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
subsequent to the initial issuance of Second Priority Senior Notes but on or
before March 31, 2004, Borrower shall prepay 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 to
prepay the Scheduled Term A Loans Principal Payments in order of maturity.  Notwithstanding the foregoing, in the event
that Borrower shall have issued at least $75 million in Second Priority Senior
Notes subsequent to the initial issuance of Second Priority Senior Notes,
Borrower may retain an amount of proceeds of such Second Priority Senior Notes
(any such proceeds, “Retained Proceeds”) not greater than the then current
outstanding principal amount of Polymers Senior Notes solely for the purpose of
purchasing and/or redeeming any outstanding Polymers Senior Notes (the “Purchased
Polymers Notes”) from the holders thereof at a purchase or redemption price
less than or equal to the par value of the Polymers Senior Notes; provided,
however, that (i) pending application of such Retained Proceeds to the
Purchased Polymers Notes, such Retained Proceeds shall be promptly applied by
Borrower to reduce the Loans outstanding under the Priority Credit Agreement
and (ii) the Borrower shall at all times following such application and until
all of such Retained Proceeds are applied in accordance with this Section
4.2(k), maintain a Minimum Excess Availability equal to the sum of (A) the
amount required by Section 8.20 hereof, plus (B) an amount equal to the
amount of Retained Proceeds which have not yet been applied to the purchase and
redemption of Polymers Notes or to the repayment of Term A Loans in the manner
required by this Section 4.2(k) (such amount at any time, the
“Polymer Senior Note Reserve”).  All
Purchased Polymers Notes shall, promptly following purchase or redemption by
Borrower hereunder, be cancelled and extinguished.  In the event that the aggregate purchase price for such Polymers
Senior Notes (whether purchased or redeemed) is less than the aggregate amount
of Retained Proceeds, then, on or before the earlier of December 2, 2004 or the
date which all of the Polymers Senior Notes have been purchased or redeemed,
Borrower shall prepay the Term A Loans in an amount such that the
aggregate amount of such prepayment is equal to such difference and on any date
on which such amount or any portions thereof is prepaid, such prepayment shall
be applied to the then remaining scheduled Term A Loan Principal Payments in
order of maturity.


 


(d)                                  Section 7.13. 
Section 7.13 of the Credit Agreement is hereby amended by adding the
words “or Section 4.2(k)” at the end of such section.


 


(e)                                  Section 8.2.  Section 8.2(q)
of the Credit Agreement is hereby amended by replacing the reference to
“November 28, 2003” therein with a reference to “March 31, 2004”.


 


(f)                                    Section 8.4.  Clause (w) of the
first proviso of the first sentence of Section 8.4 is hereby amended by
restating such clause in its entirety as follows:  “(w)  Borrower may, under
clause (v) above, use the Permitted Polymers Note Repurchase Amount or


 


3

















 


Retained
Proceeds under Section 4.2(k) to redeem or repurchase the then
outstanding Polymer Senior Notes in accordance with Section 4.2(e)
or Section 4.2(k), as the case may be, to the extent that such amount is
not otherwise required to be applied to prepay Loans pursuant to Section
4.2(e) or Section 4.2(k), as the case may be,”.


 


(g)                                 Section 8.7(h). 
Section 8.7(h) of the Credit Agreement is hereby amended and restated as
follows:


 


purchase Polymers
Senior Notes in an aggregate amount not exceeding the Permitted Polymer Notes
Repurchase Amount or the amount of Retained Proceeds (as defined in Section
4.2(k)) to the extent such amount is available and not required to be
prepaid pursuant to Section 4.2(e) or Section 4.2(k).


 


SECTION
3.                            CONSENT


 


The undersigned Lenders hereby affirm their consent to
and authorize the Collateral Agent to enter into such new documents or
modifications, if any, to the Security Documents and the Intercreditor
Agreement, as may be 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 the Collateral shall
ratably secure the Second Priority Senior Notes Obligations.


 


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).


 


4

















 


(c)                                  Incorporation
of Representations and Warranties from the Credit Agreement.  After giving effect to this Agreement, the representations and
warranties contained 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 Fourth 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 75% 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 Fourth 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


 


5

















 


effective
upon satisfaction of the following conditions precedent (the “Effective Date”),
which shall in no event occur later than March 31, 2004:


 


(a)                                  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.


 


(b)                                  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;


 


(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


 


6

















 


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.


 


(c)                                  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.


 


(d)                                  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.


 


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


 


(f)                                    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:


 


7

















 


(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 5:00 p.m. E.S.T. on November 14, 2003, an
amendment fee of 0.125% 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 fee shall be earned and payable on the Business
Day of receipt by Borrower of the cash proceeds from the issuance of the
additional 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.


 


(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


 


8

















 


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]


 


9

















 


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/  John R. Heskett

  	
   

  
	
   

  	
  Name:

  	
  John R. Heskett

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President, Corporate

  Development

  	
   

  
									



 


A-1

















 


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 5.2(b)(1) of the Fourth Amendment to Amended and Restated Credit
Agreement, dated as of November     , 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 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.


 


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:

  	
   

  	
   

  



 


2

















 


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 the Fourth Amendment to Amended and Restated
Credit Agreement (the “Amendment”) and consent to the amendment of the
Agreement pursuant to the 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 the 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 Fourth 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:

  
				



 


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  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:

  	
   

  



 


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