Exhibit 10.30


 


FIRST SUPPLEMENT

TO AMENDED AND RESTATED HOLDING COMPANY AGREEMENT


 


THIS FIRST SUPPLEMENT TO AMENDED AND RESTATED HOLDING COMPANY AGREEMENT
(this “Supplement”), dated as of May 8, 2003, is made by and among
Huntsman Group Inc., a Delaware corporation (“Group”), and Deutsche Bank
Trust Company Americas (“Deutsche Bank”), as Administrative Agent under
the Credit Agreements (“Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS, Huntsman Holdings, LLC, a Delaware limited liability company
(“Holdco I”), HMP Equity Holdings Corporation, a Delaware corporation (“Holdco
II”), Huntsman Specialty Chemicals Corporation, a Delaware corporation (“HSCC”)
and the Administrative Agent are parties to that certain Amended and Restated
Holding Company Agreement, dated as of April 25, 2003 (the “Holdco
Agreement”).


 


WHEREAS, the Group Formation Date is May 8, 2003, and pursuant to
Section 3.08 of the Holdco Agreement, Holdco I is required to cause Group
to enter into a supplement to the Holdco Agreement on the Group Formation Date.


 


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 or incorporated by reference in the Holdco Agreement.


 


SECTION 2.  ACCESSION TO HOLDING COMPANY AGREEMENT


 


2.1                               Accession.  In accordance with Section 3.08 of the
Holdco Agreement, Group by its signature below becomes a party to the Holdco
Agreement with the same force and effect as if a party on the date when the
Holdco Agreement was originally executed, and Group hereby agrees to all the
terms and warrants that the representations and warranties made by it as a
Holdco Party and otherwise thereunder are true and correct in all material
respects on and as of the date hereof (except to the extent such
representations and warranties expressly relate to an earlier date).  Each reference to a “Holdco Party” in the
Holdco Agreement shall be deemed to include Group.  The Holdco Agreement is hereby incorporated herein by reference.


 

















 


SECTION 3.  REPRESENTATIONS AND WARRANTIES


 


3.1                               Representations
and Warranties.  Group
represents and warrants to the Administrative Agent this Supplement has been
duly authorized, executed and delivered by it and constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its terms.


 


SECTION 4.  MISCELLANEOUS


 


4.1                               Counterparts.  This Supplement 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 Supplement to produce more than one
(1) such counterpart.


 


4.2                               Governing
Law.  THIS SUPPLEMENT 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.


 


4.3                               Effect
on Agreement.  Except as
expressly supplemented hereby, the Holdco Agreement shall remain in full force
and effect.


 


[signature pages follow]


 

















 


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


 


 


	
   

  	
  HUNTSMAN GROUP INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Scruggs

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS, as Administrative Agent

  under the Term Credit Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marco Orlando

  	
   

  
	
   

  	
  Name: Marco Orlando

  
	
   

  	
  Title: 
  Director

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS, as Administrative Agent

  under the Priority Credit Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marco Orlando

  	
   

  
	
   

  	
  Name: 
  Marco Orlando

  
	
   

  	
  Title: 
  Director