Exhibit 4.29


 




 





 


HUNTSMAN CORPORATION, as Issuer,


 


the GUARANTORS named herein,


 


and


 


WILMINGTON TRUST COMPANY,


 


as Trustee


 












 


FIRST SUPPLEMENTAL INDENTURE

Dated as of July 11, 2002


 


 


Amending and Supplementing the Amended and
Restated Indenture

Dated as of June 14, 2002


 












 


$275,000,000

91⁄2% Senior Subordinated Notes due 2007


 


 


$125,000,000

Senior Subordinated Floating Rate Notes due 2007


 




 





 

















 


FIRST SUPPLEMENTAL INDENTURE, dated as of July 11, 2002 (the
“First Supplemental Indenture”), among Huntsman Corporation, a Utah corporation
(the “Company”), the persons listed on the signature pages hereto as the
Original Guarantors (collectively, the “Original Guarantors”), Huntsman
Expandable Polymers Company, LC, Huntsman Procurement Corporation, Huntsman
International Services Corporation (collectively, the “New Guarantors”),
Huntsman Purchasing, Ltd. (“Huntsman Purchasing”), and Wilmington Trust
Company, as trustee (the “Trustee”), amending and supplementing the Amended and
Restated Indenture, dated as of June 14, 2002 (the “Amended and Restated
Indenture”), among the Company, the Original Guarantors and the Trustee,
governing the Company’s 91⁄2% Senior Subordinated Notes due 2007 and Senior
Subordinated Floating Rate Notes due 2007 (collectively, the “Notes”).  Capitalized terms used herein and not
otherwise defined herein have the meanings ascribed thereto in the Amended and
Restated Indenture.


 


RECITALS:


 


WHEREAS, each of the New Guarantors has guaranteed the Company’s bank
credit facilities, and, therefore, is required pursuant to the terms of
Section 4.19 of the Amended and Restated Indenture to execute and deliver
a supplemental indenture providing a guarantee of payment of the Notes; and


 


WHEREAS, pursuant to a supplemental indenture, dated as of
December 2, 1998, Huntsman Purchasing became a Guarantor of the Notes and,
therefore, is required to be a party to the Amended and Restated Indenture; and


 


WHEREAS, the Company, the Original Guarantors, the New Guarantors and
Huntsman Purchasing have duly authorized the execution and delivery of this
First Supplemental Indenture and have done all things necessary to make this
First Supplemental Indenture a valid agreement in accordance with its terms.


 


Each party hereto agrees as follows for the equal and proportionate benefit
of all Holders of the Notes:


 


Section 101.                                Addition of
Guarantors.


 


In accordance with Sections 4.19, 9.01 and 11.01 of the Amended and
Restated Indenture, each of the New Guarantors hereby agrees to guarantee (the
“Guarantee”) the Company’s payment obligations under the Notes as a Guarantor
under Article Eleven of the Amended and Restated Indenture.  Notwithstanding the foregoing, the Guarantee
of any New Guarantor shall be automatically and unconditionally released and
discharged, without any further action required on the part of the Trustee or
any Holder, upon:  (i) the unconditional
release of such New Guarantor from its liability in respect of the Indebtedness
in connection with which such Guarantee was executed and delivered pursuant to
Section 4.19 of the Amended and Restated Indenture; or (ii) any sale or
other disposition (by merger or otherwise) to any Person which is not a
Restricted Subsidiary


 

















 


of the Company of all of the Company’s Capital Stock in, or all or
substantially all of the assets of, such New Guarantor or the parent of such
New Guarantor, as applicable; provided that (a) such sale or disposition of
such Capital Stock or assets is otherwise in compliance with the terms of this
Indenture and (b) such assumption, guarantee or other liability of such New
Guarantor has been released by the holders of the other Indebtedness so
guaranteed or (iii) such New Guarantor becoming an Unrestricted Subsidiary in
accordance with the Amended and Restated Indenture.


 


Section 102.                                Addition of Signatories
to the Amended and Restated Indenture.


 


Each of the New Guarantors and Huntsman Purchasing hereby agrees to be
bound by the terms of the Amended and Restated Indenture, as supplemented by
this First Supplemental Indenture, to the same extent as if the New Guarantors
and Huntsman Purchasing executed and delivered the Amended and Restated
Indenture.


 


Section 103.                                References in the
Amended and Restated Indenture.


 


All references in the Amended and Restated
Indenture to “Guarantor” are hereby deemed to include the New Guarantors and
Huntsman Purchasing.


 


Section 104.                                Effect of Headings.


 


The Article and Section headings
herein are for convenience of reference only and shall not effect the
construction hereof.


 


Section 105.                                Governing Law.


 


Subject to the following sentence, this First
Supplemental Indenture shall be governed by, and construed in accordance with,
the laws of the State of New York, without giving effect to conflicts of laws
principles thereof.  This First
Supplemental Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, that are required to be part of the Amended and Restated
Indenture and shall, to the extent applicable, be governed by such provisions.


 


Section 106.                                Counterparts.


 


This First Supplemental Indenture may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 

















 


IN WITNESS WHEREOF, the parties hereto have
caused this First Supplemental Indenture to be duly executed, all as of the day
and year first above written.


 


 


	
   

  	
  HUNTSMAN CORPORATION,

  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ J. Kimo Esplin

  	
   

  
	
   

  	
  Name: J. Kimo Esplin

  
	
   

  	
  Title: Executive Vice President and CFO

  
	
   

  	
   

  
	
   

  	
  *       *       *       *       *

  
	
   

  	
   

  
	
   

  	
  ORIGINAL GUARANTORS

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN FUELS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Don H. Olsen

  	
   

  
	
   

  	
  Petrostar Fuels LLC, its Manager

  
	
   

  	
  Name: Don H. Olsen

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  PETROSTAR FUELS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Don H. Olsen

  	
   

  
	
   

  	
  Name: Don H. Olsen

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  PETROSTAR INDUSTRIES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ J. Kimo Esplin

  	
   

  
	
   

  	
  Name: J. Kimo Esplin

  
	
   

  	
  Title:Vice President

  
						



 

















 


	
   

  	
  AIRSTAR CORPORATION

  
	
   

  	
  HUNTSMAN CHEMICAL CORPORATION

  
	
   

  	
  HUNTSMAN PETROCHEMICAL CORPORATION

  
	
   

  	
  HUNTSMAN POLYMERS CORPORATION

  
	
   

  	
  JK HOLDINGS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Samuel D. Scruggs

  	
   

  
	
   

  	
  Name: Samuel D. Scruggs

  
	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN AUSTRALIA INC.

  
	
   

  	
  HUNTSMAN CHEMICAL FINANCE CORPORATION

  
	
   

  	
  HUNTSMAN CHEMICAL PURCHASING CORPORATION

  
	
   

  	
  HUNTSMAN ENTERPRISES, INC.

  
	
   

  	
  HUNTSMAN FAMILY CORPORATION

  
	
   

  	
  HUNTSMAN GROUP HOLDINGS FINANCE CORPORATION

  
	
   

  	
  HUNTSMAN
  GROUP INTELLECTUAL PROPERTY HOLDINGS CORPORATION

  
	
   

  	
  HUNTSMAN HEADQUARTERS CORPORATION

  
	
   

  	
  HUNTSMAN INTERNATIONAL CHEMICALS CORPORATION

  
	
   

  	
  HUNTSMAN INTERNATIONAL TRADING CORPORATION

  
	
   

  	
  HUNTSMAN MA INVESTMENT CORPORATION

  
	
   

  	
  HUNTSMAN MA SERVICES CORPORATION

  
	
   

  	
  HUNTSMAN
  PETROCHEMICAL CANADA HOLDINGS CORPORATION

  
	
   

  	
  HUNTSMAN PETROCHEMICAL FINANCE CORPORATION

  
	
   

  	
  HUNTSMAN PETROCHEMICAL PURCHASING CORPORATION

  
	
   

  	
  HUNTSMAN POLYMERS HOLDINGS CORPORATION

  
	
   

  	
  POLYMER MATERIALS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Samuel D. Scruggs

  	
   

  
	
   

  	
  Name: Samuel D. Scruggs

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  *       *       *       *       *

  
					



 

















 


	
   

  	
  NEW GUARANTORS

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN EXPANDABLE POLYMERS COMPANY, LC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ J. Kimo Esplin

  	
   

  
	
   

  	
  Huntsman Chemical Corporation, its Manager

  
	
   

  	
  Name: J. Kimo Esplin

  
	
   

  	
  Title: Senior Vice President and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN PROCUREMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ J. Kimo Esplin

  	
   

  
	
   

  	
  Name: J. Kimo Esplin

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN
  INTERNATIONAL SERVICES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ J. Kimo Esplin

  	
   

  
	
   

  	
  Name: J. Kimo Esplin

  
	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  *       *       *       *       *

  
	
   

  
	
   

  
	
   

  	
  HUNTSMAN PURCHASING, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ J. Kimo Esplin

  	
   

  
	
   

  	
  Huntsman Procurement Corporation, its General Partner

  
	
   

  	
  Name: J. Kimo Esplin

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  *       *       *       *       *

  
					



 

















 


	
   

  	
  WILMINGTON TRUST COMPANY,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven Cimalore

  	
   

  
	
   

  	
  Name: Steven Cimalore

  
	
   

  	
  Title: Vice President