Exhibit 10.20


 


FOURTH AMENDMENT

TO REVOLVING CREDIT AGREEMENT


 


THIS FOURTH AMENDMENT TO REVOLVING 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 (the “Company”), Huntsman Petrochemical, Huntsman EPS,
Polymers, Huntsman Fuels and Huntsman International Trading Corporation (each,
along with the Company, referred to herein as a “Borrower” and
collectively as “Borrowers”, with the Company acting in its capacity as
Funds Administrator for the Borrowers), 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 Borrowers, the Administrative Agent and
certain financial institutions parties thereto (each, a “Lender”;
collectively, the “Lenders”) are parties to that certain Revolving
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, the net proceeds of which
were applied to reduce indebtedness under the Credit Agreement and the Amended
and Restated 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 and the
provisions of the Amended and Restated Credit 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.


 


A-1

















 


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 definition in Section 1.1 of the Credit Agreement is
hereby amended and restated in its 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 Borrowers 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  Commitment
Termination Date.


 


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


 


(c)                                  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”.


 


(d)                                  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 Retained Proceeds (as such term is defined in Section 4.2(k)
of the Amended and Restated Credit Agreement) to redeem or repurchase the then
outstanding Polymer Senior Notes in accordance with Section 4.2(e)
or Section 4.2(k) of the Amended and Restated Credit Agreement, as
the case may be.


 


(e)                                  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)
of the Amended and Restated Credit Agreement).


 


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, each 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.  Each Borrower has the power and authority to
execute, deliver and perform this Agreement and, in the case of each Credit
Party, all agreements, documents and instruments executed and delivered pursuant
to this Agreement, and each Borrower and each Credit Party have 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 each 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 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 Amended and Restated 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.  Each Borrower, the Administrative Agent and
the Required Lenders shall have executed and delivered this Agreement.


 


(b)                                  Execution
and Delivery of Amended and Restated Credit Agreement Amendment.  The Company, the administrative agent under
the Amended and Restated Credit Agreement, and lenders holding at least 75% of
the Loans (as such term is defined in the Amended and Restated Credit
Agreement) shall have executed and delivered that certain Fourth Amendment to
the Amended and Restated 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 March 31,
2004.


 


(a)                                  Other Security Documents.  The
Collateral Agent, the Term 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
each 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 any 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 Borrowers 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 each 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. 
Borrowers shall have paid to the 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 and payable.


 


(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:


 


(a)                                  Fees,
Costs, Expenses and Taxes.  The Borrowers agree 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 Borrowers, 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 Borrowers, 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
Borrowers acknowledge and agree 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 13.1 of the Credit Agreement.


 


[signature
pages follow]


 

















 


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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Deutsche Bank Trust Company
  Americas

  
	
   

  	
  222 S. Riverside
  Plaza

  
	
   

  	
  Chicago, IL 60606

  
	
   

  	
  Attention: Frank Fazio

  
	
   

  	
  Tel. No.: (312) 537 - 1700

  
	
   

  	
  Telecopier No.: (312) 537 - 1327

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John R. Heskett

  	
   

  
	
   

  	
  Name:

  	
   John R. Heskett

  	
   

  
	
   

  	
  Title: 

  	
  Vice President, Corporate
  Development

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN PETROCHEMICAL

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John R. Heskett

  	
   

  
	
   

  	
  Name: 

  	
  John R. Heskett

  	
   

  
	
   

  	
  Title: 

  	
  Vice President, Corporate
  Development

  	
   

  
									



 


 


Fourth
Amendment to Revolving


Credit
Agreement


 

















 


	
   

  	
   

  
	
   

  	
  HUNTSMAN EXPANDABLE

  
	
   

  	
  POLYMERS COMPANY, LC

  
	
   

  	
   

  
	
   

  	
  By: Huntsman Chemical Company
  LLC, its

  
	
   

  	
  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Kevin C. Hardman

  	
   

  
	
   

  	
  Name:

  	
   Kevin C. Hardman

  	
   

  
	
   

  	
  Title:

  	
   Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN INTERNATIONAL

  
	
   

  	
  TRADING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin C. Hardman 

  	
   

  
	
   

  	
  Name:

  	
   Kevin C. Hardman

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN FUELS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Don H. Olsen

  	
   

  
	
   

  	
  Name: 

  	
  Don H. Olsen

  	
   

  
	
   

  	
  Title:

  	
   Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN POLYMERS

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ L. Russell Healy

  	
   

  
	
   

  	
  Name:

  	
   L. Russell Healy

  	
   

  
	
   

  	
  Title: 

  	
  Vice President, Finance

  	
   

  
											



 

















 


EXHIBIT
A


FORM
OF

OFFICER’S CERTIFICATE


 


I,
                                ,
a duly qualified and acting officer of [          ],
a
[                        ]
(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 4.1(c)(1) of the Fourth Amendment to Revolving Credit Agreement,
dated as of November     , 2003 (the “Amendment”),
among the Borrowers, 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 November, 2003.


 


	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  



 

















 


EXHIBIT B


 


FORM OF

ACKNOWLEDGMENT AND CONSENT


 


The undersigned entities, constituting Subsidiaries of
the Borrowers (each, a “Subsidiary Guarantor”), hereby acknowledge that
they have reviewed the terms and provisions of the Revolving Credit Agreement
dated as of September 30, 2002, by and among the Borrowers party thereto,
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 Fourth Amendment to Revolving 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 Fourth Amendment to Revolving Credit Agreement to be duly
executed and delivered by its proper and duly authorized officer as of the
       day of November, 2003.


 


[signature
page follows]


 


B-1

















 


HUNTSMAN CHEMICAL
PURCHASING CORPORATION


HUNTSMAN
INTERNATIONAL CHEMICALS 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 PETROCHEMICAL CANADA HOLDINGS CORPORATION


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


 


HUNTSMAN POLYMERS HOLDINGS CORPORATION


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 

















 


HUNTSMAN CHEMICAL
COMPANY LLC


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


 


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: