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Exhibit 10.2  


 
 

FIFTH AMENDMENT
  TO AMENDED AND RESTATED CREDIT AGREEMENT    
    



        THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of May 6, 2004,
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,
Borrower intends to issue unsecured indebtedness in order to, among other things, prepay the Term Loans and, to the extent permitted hereby, to prepay certain other indebtedness
at certain of Borrower's Australian subsidiaries. 


        WHEREAS,
the undersigned desire to amend certain financial covenants found in the 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.    Unless otherwise defined herein, all capitalized terms used herein shall have the meanings
given them in the Agreement, as amended hereby. 


SECTION 2.    AMENDMENTS TO CREDIT AGREEMENT  


        (a)    Section 4.2.    Clause (ii) of  Section 4.2(e) of the Credit Agreement is
hereby amended and restated in its entirety as follows: 



        "(ii) in
the event the Borrower has made the Minimum Term B Prepayment, Borrower may retain an amount of net proceeds received from the issuance of equity or Permitted Junior Debt
in excess thereof in an amount up to $25,000,000 for application as set forth below and in the further event that Borrower has paid the Term B Loans in full with the net proceeds of equity or
Permitted Junior Debt, Borrower may retain an additional amount of such net proceeds up to $25,000,000 for application as set forth below provided that, in each case, no Event of Default or Unmatured
Event of Default then exists and Borrower shall apply any such amount within fourteen (14) days to prepay outstanding indebtedness of HF II Australia Holdings Company LLC, Huntsman Australia
Holdings Corp., HCPH Holdings Pty Limited or Huntsman Chemical Australia Unit Trust or any of their Subsidiaries; provided further, that pending such
application, Borrower shall promptly apply such retained net proceeds to reduce the loans outstanding under the Priority Credit Agreement. To the extent that Borrower does not so apply such net
proceeds at the end of the 14 day period, it shall on the first Business Day after the end of such 14 day period, apply such net proceeds to prepay the Term Loans in the manner set forth
in Section 4.3." 




        (b)    Section 8.7(g)    of the Credit Agreement is hereby
amended by replacing the reference therein to $25,000,000 to $50,000,000. 








        (c)    Section 9.1—Leverage
Ratio.    Section 9.1 of the Credit Agreement is amended by deleting the chart found at
the end thereof in its entity and replacing it with the following chart: 



	Date
 
	 	Ratio

	January 1, 2004 - March 31, 2004	 	8.70 to 1.0
	April 1, 2004 - June 30, 2004	 	8.75 to 1.0
	July 1, 2004 - September 30, 2004	 	8.25 to 1.0
	October 1, 2004 - December 31, 2004	 	8.00 to 1.0
	January 1, 2005 - March 31, 2005	 	7.50 to 1.0
	April 1, 2005 - June 30, 2005	 	6.75 to 1.0
	July 1, 2005 - September 30, 2005	 	6.25 to 1.0
	October 1, 2005 - December 31, 2005	 	5.50 to 1.0
	January 1, 2006 and thereafter	 	3.25 to 1.0






        (d)    Section 9.2—Interest Coverage
Ratio.    Section 9.2 of the Credit Agreement is amended by deleting the chart found at the end thereof in its
entity and replacing it with the following chart: 



	Date
 
	 	Ratio

	January 1, 2004 - December 31, 2004	 	1.30 to 1.0
	January 1, 2005 - June 30, 2005	 	1.35 to 1.0
	July 1, 2005 - September 30, 2005	 	1.50 to 1.0
	October 1, 2005 - December 31, 2005r	 	1.75 to 1.0
	January 1, 2006 and thereafter	 	2.75 to 1.0






        (e)    Section 9.3 Fixed Charged Ratio
Coverage.    Section 9.3 of the Credit Agreement is amended by deleting the chart found
at the end thereof in its entity and replacing it with the following chart: 



	Date
 
	 	Ratio

	January 1, 2004 - June 30, 2004	 	0.75 to 1.0
	July 1, 2004 - September 30, 2004	 	0.80 to 1.0
	October 1, 2004 - December 31, 2004	 	0.85 to 1.0
	January 1, 2005 - March 31, 2005	 	0.90 to 1.0
	April 1, 2005 - June 30, 2005	 	1.00 to 1.0
	July 1, 2005 - September 30, 2005	 	1.10 to 1.0
	October 1, 2005 and thereafter	 	1.25 to 1.0






SECTION 3.    REPRESENTATIONS AND WARRANTIES  


        3.1.    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 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 4.    CONDITIONS PRECEDENT  


        4.1.    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 the Required Lenders 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 Fifth Amendment to the Priority Credit Agreement. 


        (c)    Acknowledgement and Consent.    The Administrative Agent shall
have an acknowledgement and consent dated the Effective Date in the form of Exhibit A attached hereto (the "Acknowledgement and Consent"), duly
executed and delivered by each Subsidiary Guarantor. 


        (d)    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. 


        (e)    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. 


        (f)    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 the first sentence of Section 5.1(a) of this Agreement. 












        (g)    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. 




        4.2    Additional Conditions to Effectiveness of Sections 2(a) and
2(b).    Sections 2(a) and 2(b) of this Agreement shall,
notwithstanding the prior effectiveness of the Agreement, become effective only if Lenders holding at least 662/3% of all Loans shall have executed and delivered this Agreement. 


SECTION 5.    MISCELLANEOUS  


        5.1.    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 5:00 p.m. E.S.T. on May 6, 2004, an amendment fee of 0.125% of the
aggregate outstanding principal amount of the Loans of such Lender, which fee shall be earned and payable on the effective date of this Agreement. If by June 30, 2004, Borrower shall not have
made the Minimum Term B Prepayment, then the Borrower shall pay each Lender which has executed and delivered this Agreement or any direct or indirect assignee of such Lender, a further amendment fee
of 0.125% of the aggregate outstanding principal amount of the Loans of such Lender, which fee shall be earned and payable on July 1, 2004. 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 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]









        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 COMPANYAMERICAS,

Individually as a Lender and as

Administrative Agent
	

 	
 	

By:	
 	

/s/  FRANK FAIJO      

	 	 	Name:	 	Frank Faijo

	 	 	Title:	 	Director

	

 	
 	

HUNTSMAN LLC
	

 	
 	

By:	
 	

/s/  SEAN DOUGLAS      

	 	 	Name:	 	Sean Douglas

	 	 	Title:	 	Vice President and Treasurer










   EXHIBIT A  


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 Fifth 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 Fifth Amendment to Amended and Restated Credit Agreement to be duly executed and
delivered by its proper and duly authorized officer as of the 6th day of May, 2004. 


[signature page follows]


Ex. A-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:	 	 	 	 
	

HUNTSMAN PETROCHEMICAL CANADA HOLDINGS CORPORATION
	

By:	
 	

 
	
 	

 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 
	

HUNTSMAN POLYMERS HOLDINGS CORPORATION
	

By:	
 	

 
	
 	

 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 



Ex. A-2







 

	

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:	 	 	 	 




Ex. A-3











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FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT