Exhibit 4.4

 

 

HUNTSMAN INTERNATIONAL LLC

 

AND

 

THE GUARANTORS NAMED HEREIN,

 

AND

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

as Trustee

 

SUPPLEMENTAL INDENTURE

 

Dated as of August 16, 2005

 

to

 

Indenture

 

Dated as of December 17, 2004

 

7 3/8% Senior Subordinated Notes due 2015 (Dollar Denominated)
and
7 1/2% Senior Subordinated Notes due 2015 (Euro Denominated)

 

 

SUPPLEMENTAL INDENTURE, dated as of August 16, 2005 (this “Supplemental Indenture”), between HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the “Company”), the existing Guarantors named therein, the New Guarantors described herein, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized under the laws of the United States, 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 December 17, 2004, (the “Indenture”), pursuant to which the Company issued its 7 3/8% Senior Subordinated Notes due 2015 and 7 ½% Senior Subordinated Notes due 2015 (collectively, the “Notes”);

 

WHEREAS, on the date hereof, Huntsman LLC, a Utah limited liability company (“HLLC”), has merged with and into the Company, with the Company continuing in existence (the “Merger”);

 

WHEREAS, in connection with the Merger, the Subsidiaries (formerly Subsidiaries of HLLC) 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 hereby are 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]

 

 

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

 

 

EXISTING GUARANTORS

Eurofuels LLC

Eurostar Industries LLC

Huntsman EA Holdings, LLC

Huntsman Ethyleneamines Ltd.,

By:

Huntsman EA Holdings LLC, its General Partner

Huntsman International Financial LLC

Huntsman International Fuels, L.P.

By:

Eurofuels LLC, its General Partner

Huntsman Propylene Oxide Holdings LLC

Huntsman Propylene Oxide Ltd.

By:

Huntsman Propylene Oxide Holdings LLC, its General Partner

Huntsman Texas Holdings LLC

By:

/s/ SEAN DOUGLAS

Name: Sean Douglas

Title: Vice President

Executed as a deed by

Tioxide Americas Inc.

L. Russell Healy

for and on behalf of

Tioxide Americas Inc.

By:

/s/ L. RUSSELL HEALY

in the presence of

Name: L. Russell Healy

Title: Vice President and Treasurer

/s/ MYKEL MASON

Witness

Tioxide Group

By:

/s/ J. KIMO ESPLIN

Name: J. Kimo Esplin

Title: Director

 

 

NEW GUARANTORS

 

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 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 Corporation

Huntsman Petrochemical Finance Corporation

Huntsman Expandable Polymers Company, LC

By:

Huntsman International Chemicals Corporation,

its Manager

Huntsman Petrochemical Canada Holdings Corporation

Huntsman Polymers Holdings Corporation

Huntsman Chemical Company LLC

Huntsman Polymers Corporation

Huntsman Purchasing, Ltd.

By:

Huntsman Procurement Corporation,

its General Partner

Petrostar Industries LLC

Huntsman Headquarters Corporation

By:

/s/ SEAN DOUGLAS

Name: Sean Douglas

Title: Vice President

Huntsman Fuels, L.P.

By:

Petrostar Fuels LLC,

its General Partner

Petrostar Fuels LLC

By:

/s/ SAMUEL D. SCRUGGS

Name: Samuel D. Scruggs

Title: Vice President

 

 

	WELLS FARGO BANK, NATIONAL ASSOCIATION
	as Trustee
	By:		/s/ JANE Y. SCHWEIGER
		Name: Jane Y. Schweiger
		Title: Vice President