Exhibit 10.1
THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of April
19, 2007, is entered into by and among Huntsman International LLC, a Delaware
limited liability company (the "Borrower"), the undersigned financial
institutions, including Deutsche Bank AG New York Branch, in their capacities as
lenders (collectively, the "Lenders," and each individually, a "Lender") and
Deutsche Bank AG New York Branch, as Administrative Agent ("Administrative
Agent") and as Collateral Agent ("Collateral Agent") for the Lenders.
Terms
used herein and not otherwise defined herein shall have the same meanings as
specified in the Credit Agreement (as defined below).
RECITALS:
A.
THE BORROWER, THE LENDERS, THE AGENTS NAMED
THEREIN AND THE ADMINISTRATIVE AGENT HAVE HERETOFORE ENTERED INTO THAT CERTAIN
CREDIT AGREEMENT DATED AS OF AUGUST 16, 2005 (AS AMENDED, RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "CREDIT AGREEMENT").
B.
THE BORROWER HAS REQUESTED THAT THE
CREDIT AGREEMENT BE AMENDED TO REPLACE THE TERM B DOLLAR LOANS AND THE TERM B
EURO LOANS WITH A NEW TRANCHE OF DOLLAR DENOMINATED TERM LOANS THEREUNDER (THE
"NEW TERM LOANS") IN AN AMOUNT EQUAL TO THE SUM OF THE AGGREGATE PRINCIPAL
AMOUNT OF THE TERM B DOLLAR LOANS OUTSTANDING ON THE REPLACEMENT EFFECTIVE DATE
(AS DEFINED IN SECTION 3) AND THE DOLLAR EQUIVALENT OF THE AGGREGATE PRINCIPAL
AMOUNT OF THE TERM B EURO LOANS OUTSTANDING ON THE REPLACEMENT EFFECTIVE DATE
(THE "EXISTING TERM LOANS").
THE NEW TERM LOANS SHALL HAVE TERMS IDENTICAL
WITH, AND HAVE THE SAME RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS AS, THE
EXISTING TERM LOANS, EXCEPT AS SUCH TERMS ARE AMENDED HEREBY.
C.
EACH TERM LOAN B DOLLAR LENDER AND TERM B
EURO LENDER THAT HAS AN EXISTING TERM LOAN (COLLECTIVELY, THE "EXISTING TERM
LOAN LENDERS") AND THAT EXECUTES AND DELIVERS A SIGNATURE PAGE TO THIS AMENDMENT
(A "LENDER ADDENDUM") AND AGREES TO CONVERT ITS EXISTING TERM LOANS INTO NEW
TERM LOANS (COLLECTIVELY, THE "CONVERTING TERM LOAN LENDERS") WILL BE DEEMED (I)
TO HAVE AGREED TO THE TERMS OF THIS AMENDMENT AND (II) TO HAVE AGREED TO HAVE
ITS EXISTING TERM LOANS CONVERTED INTO NEW TERM LOANS, IN A PRINCIPAL AMOUNT
(THE "CONVERTING TERM LOAN AMOUNT") EQUAL TO THE AGGREGATE DOLLAR EQUIVALENT
PRINCIPAL AMOUNT OF SUCH CONVERTING TERM LOAN LENDER'S EXISTING TERM LOANS, OR,
IF SUCH EXISTING TERM LOAN LENDER HAS AGREED TO CONVERT LESS THAN ALL OF ITS
EXISTING TERM LOANS, THE AMOUNT SET FORTH OPPOSITE SUCH CONVERTING TERM LOAN
LENDER'S NAME ON SCHEDULE A HERETO.
D.
EACH PERSON (OTHER THAN A CONVERTING TERM
LOAN LENDER IN ITS CAPACITY AS SUCH) THAT EXECUTES AND DELIVERS A LENDER
ADDENDUM AND AGREES TO MAKE NEW TERM LOANS (THE "ADDITIONAL TERM LOAN LENDERS"
AND, TOGETHER WITH THE CONVERTING TERM LOAN LENDERS, THE "NEW TERM LOAN
LENDERS"), INCLUDING ANY EXISTING TERM LOAN LENDER THAT NOTIFIES DEUTSCHE BANK
SECURITIES INC. ("DBS") THAT IT DOES NOT DESIRE TO BE A CONVERTING TERM LOAN
LENDER BUT IS WILLING TO UNDERTAKE A COMMITMENT TO MAKE NEW TERM LOANS, WILL