Exhibit 4.2

Execution Copy

 

HUNTSMAN INTERNATIONAL LLC

 

AND

 

THE GUARANTORS NAMED HEREIN,

 

AND

 

THE BANK OF NEW YORK

 

as Trustee

 


 

SUPPLEMENTAL INDENTURE

 

Dated as of December 20, 2005

 

to

 

Indenture

 

Dated as of March 13, 2001

 

101/8% Senior Subordinated Notes due 2009

 



 

SUPPLEMENTAL INDENTURE, dated as of December 20, 2005 (this “Supplemental Indenture”), between HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the “Company”), the Guarantors named herein and THE BANK OF NEW YORK, a New York banking corporation duly organized under the laws of the State of New York, as trustee (the “Trustee”).  All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture.

 

WHEREAS, the Company, the Guarantors and the Trustee are parties to an Indenture, dated as of March 13, 2001, as supplemented by the First Supplemental Indenture thereto dated January 11, 2002 and the Supplemental Indenture thereto dated August 16, 2005 (the “Indenture”), pursuant to which the Company issued its 101/8% Senior Subordinated Notes due 2009 (the “Notes”);

 

WHEREAS, on the date hereof, all of the membership interests of Huntsman Advanced Materials Holdings LLC, a Delaware limited liability company (“HAMH”), have been contributed to the Company (the “Contribution”);

 

WHEREAS, in connection with the Contribution, HAMH and the Subsidiaries of HAMH who are listed on the signature page hereto under the heading “New Guarantors” (the “New Guarantors”) wish to become Guarantors under the Indenture in accordance with Section 4.19 and Article XI thereof;

 

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Guarantors and the Trustee may amend the Indenture by means of this Supplemental Indenture without the consent of the holders of Notes for the foregoing purposes;

 

WHEREAS, the Company has delivered to the Trustee the required Officers’ Certificate and Opinion of Counsel in connection with the execution and delivery of this Supplemental Indenture; and

 

WHEREAS, the execution and delivery of this Supplemental Indenture have been duly authorized and all conditions and requirements necessary to make this Supplemental Indenture a valid and binding agreement have been duly performed and complied with;

 

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders of the Notes, as follows:

 

ARTICLE I
GUARANTEES

 

Section 1.1                                   Guarantees.  Each New Guarantor hereby, in compliance with Section 4.19 of the Indenture, Guarantees the obligations of the Company under the Indenture and the Notes in the manner specified in Section 11.01 of the Indenture on a subordinated basis as provided in Article XII of the Indenture, and becomes a party to the Indenture as a Guarantor, in each case subject to all of the rights, obligations and other provisions and limitations (including release provisions) of the Indenture relating to Guarantors.

 

ARTICLE II
MISCELLANEOUS PROVISIONS

 

Section 2.1                                   Upon execution and delivery of this Supplemental Indenture, the terms and conditions of this Supplemental Indenture shall be part of the terms and conditions of the Indenture for any and all purposes, and all the terms and conditions of both shall be read together as though they

 



 

constitute one and the same instrument, except that in case of conflict, the provisions of this Supplemental Indenture will control.

 

Section 2.2                                   Each of the Company, the Guarantors and the Trustee hereby confirms and reaffirms the Indenture, as amended and supplemented by this Supplemental Indenture.

 

Section 2.3                                   The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together shall represent the same agreement.  One signed copy is enough to prove this Supplemental Indenture.

 

Section 2.4                                   This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

 

Section 2.5                                   The recitals contained herein shall be taken as the statements of the Company or the Guarantors, as applicable, and the Trustee assumes no responsibility for their correctness.  The Trustee shall not be liable or responsible for the validity or sufficiency of this Supplemental Indenture or the due authorization of this Supplemental Indenture by the Company or the Guarantors.  In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of, affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided.

 

 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

 

2



 

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

 

 

HUNTSMAN INTERNATIONAL LLC

 

 

 

 

 

By:

/s/ Sean Douglas

 

 

 

Name:  Sean Douglas

 

 

Title:  Vice President and Treasurer

 

 

[Signature Page to Supplemental Indenture]

 



 

 

EXISTING GUARANTORS:

 

 

 

Airstar Corporation

 

Eurofuels LLC

 

Eurostar Industries LLC

 

Huntsman Australia Inc.

 

Huntsman Chemical Company LLC

 

Huntsman Chemical Finance Corporation

 

Huntsman Chemical Purchasing Corporation

 

Huntsman EA Holdings LLC

 

Huntsman Enterprises, Inc.

 

Huntsman Ethyleneamines Ltd.

 

 

By:

Huntsman EA Holdings LLC,

 

 

 

its General Partner

 

Huntsman Expandable Polymers Company, LC

 

 

By:

Huntsman International Chemicals Corporation,

 

 

 

its Sole Member and Manager

 

Huntsman Family Corporation

 

Huntsman Group Holdings Finance Corporation

 

Huntsman Group Intellectual Property Holdings Corporation

 

Huntsman Headquarters Corporation

 

Huntsman International Chemicals Corporation

 

Huntsman International Financial LLC

 

Huntsman International Fuels, L.P.

 

 

By:

Eurofuels LLC,

 

 

 

its General Partner

 

Huntsman International Services Corporation

 

Huntsman International Trading Corporation

 

Huntsman MA Investment Corporation

 

Huntsman MA Services Corporation

 

Huntsman Petrochemical Canada Holdings Corporation

 

Huntsman Petrochemical Corporation

 

Huntsman Petrochemical Finance Corporation

 

Huntsman Petrochemical Purchasing Corporation

 

Huntsman Polymers Corporation

 

Huntsman Polymers Holdings Corporation

 

Huntsman Procurement Corporation

 

Huntsman Propylene Oxide Holdings LLC

 

Huntsman Propylene Oxide Ltd.

 

 

By:

Huntsman Propylene Oxide Holdings LLC,

 

 

 

its General Partner

 

Huntsman Purchasing, Ltd.

 

 

By:

Huntsman Procurement Corporation,

 

 

 

its General Partner

 

Huntsman Texas Holdings LLC

 

JK Holdings Corporation

 

Petrostar Industries LLC

 

Polymer Materials Inc.

 

 

 

 

 

 

By:

/s/ Sean Douglas

 

 

Name:

Sean Douglas

 

 

Title:

Vice President

 



 

 

Huntsman Fuels, L.P.

 

 

 

By:

Petrostar Fuels LLC,

 

 

 

 

its General Partner

 

 

Petrostar Fuels LLC

 

Executed as a deed by

Tioxide Americas Inc.

 

Troy M. Keller

 

 

for and on behalf of

 

Tioxide Americas Inc.

 

By:

/s/ Troy M. Keller

in the presence of

 

Name:

Troy M. Keller

 

 

Title:

Assistant Secretary

/s/ Mary K. Klinefelter

 

 

 

 

Witness

 

 

Tioxide Group

 

 

 

 

 

 

 

 

 

By:

/s/ Peter R. Huntsman

 

 

Name:

Peter R. Huntsman

 

 

Title:

Director

 

 

 

 

 

 

 

 

By:

/s/ J. Kimo Esplin

 

 

Name:

J. Kimo Esplin

 

 

Title:

Director

 

 

 

 

 

NEW GUARANTORS:

 

 

 

 

 

Huntsman Advanced Materials Americas Inc.

 

 

Huntsman Advanced Materials Holdings LLC

 

 

Huntsman Advanced Materials LLC

 

 

 

 

 

 

 

 

 

By:

 

 

 

Name:

Sean Douglas

 

 

 

Title:

Vice President

 

 



 

 

THE BANK OF NEW YORK

 

 as Trustee

 

 

 

 

 

By:

/s/ Luis Perez

 

 Name: Luis Perez

 

 Title: Assistant Vice President