HUNTSMAN POLYMERS CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>a2092831zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<Page>

                                                                    EXHIBIT 10.2

                                 FIRST AMENDMENT
                                     TO THE
                  AMENDED AND RESTATED DEBT EXCHANGE AGREEMENT

     THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED DEBT EXCHANGE AGREEMENT
(this "Amendment"), dated as of September 30, 2002, by and among Huntsman
Company LLC, a Utah limited liability company formerly a Utah corporation known
as Huntsman Corporation ("H Corp"), Huntsman Polymers Corporation, a Delaware
corporation ("H Poly"), HMP Equity Holdings Corporation, a Delaware corporation
("HMP"), Huntsman Family Holdings II Company LLC, a Utah limited liability
company ("Family Holdings II"), MatlinPatterson Global Opportunities Partners
L.P., a Delaware limited partnership, by its Investment Advisor, MatlinPatterson
Global Advisers LLC, a Delaware limited liability company (collectively, "GOF"),
and Consolidated Press (Finance) Ltd (ACN 001 557 035), a public company
incorporated in the State of New South Wales ("CPF"), is entered into in order
to amend that certain Amended and Restated Debt Exchange Agreement, dated as of
September 17, 2002 (the "Debt Exchange Agreement"), by and among H Corp, H Poly,
HMP, Family Holdings II, GOF, CPF, Jon M. Huntsman, an individual, and
Consolidated Press Holdings Limited (ACN 008 394 509), an Australian corporation
registered in the Australian Capital Territory, and the individual investors
named on Exhibit 2.4 to the Debt Exchange Agreement. A Capitalized term in this
Amendment that is not defined in this Amendment has the same meaning as it has
as a capitalized term in the Debt Exchange Agreement unless the context clearly
indicates to the contrary.

     GOF, Family Holdings II, CPF, HMP, H Corp and H Poly, in consideration of
the mutual covenants, representations, warranties and agreements contained in
the Debt Exchange Agreement, hereby agree as follows:

1.   AMENDMENT TO DEBT EXCHANGE AGREEMENT DEFINITION OF GOF CASH CONTRIBUTION.
The definition of "GOF Cash Contribution" of the Debt Exchange Agreement is
hereby amended by striking it in its entirety and substituting in lieu thereof
the following:

     "GOF CASH CONTRIBUTION" means an amount in cash equal to $329,750,000 minus
     the sum of (i) GOF Investment Amount, plus (ii) $64,000: PROVIDED, HOWEVER,
     that the GOF Cash Contribution shall be reduced by the amount, if any, of
     the Pre-Closing Paid Fees which are not paid by H Corp on the Closing Date
     as contemplated in Section 8.6(a).

2.   AMENDMENT TO DEBT EXCHANGE AGREEMENT SECTION 2.1(c). Section 2.1(c) of the
Debt Exchange Agreement is hereby amended by striking it in its entirety and
substituting in lieu thereof the following:

     (c)   GOF CONTRIBUTION TO HH PREFERRED MEMBER. At or prior to the Closing,
     GOF shall (i) form Huntsman Holdings Preferred Member LLC, a Delaware
     limited liability company ("HH Preferred Member") in accordance with
     Section 8.4

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     and (ii) contribute to HH Preferred Member (A) $370,217,000 aggregate
     principal amount of H Corp Notes (the "GOF/HH Preferred Member Contributed
     Bonds") and (B) $64,000 in exchange for 370,281,241 fully paid and
     non-assessable membership units in HH Preferred Member.

3.   AMENDMENT TO DEBT EXCHANGE AGREEMENT SECTION 2.3(b). Section 2.3(b) of the
Debt Exchange Agreement is hereby amended by striking it in its entirety and
substituting in lieu thereof the following:

     (b)   HH PREFERRED MEMBER CONTRIBUTION TO THE SPV. At the Closing, GOF
     shall cause HH Preferred Member to contribute, or cause to be contributed,
     to the SPV (i) the HH Preferred Member New Shares, if any, (ii) all of the
     Bonds (other than the Direct Exchange HH Preferred Member Bonds) held by HH
     Preferred Member (the "Remaining HH Preferred Member Bonds"), (iii) the HH
     BNAC Shares, and (iv) $64,000, and in exchange therefor, GOF and Family
     Holdings II shall cause the board of managers of the SPV to issue and
     deliver to HH Preferred Member the Preferred Interests, in accordance with
     the terms of the SPV Agreement.

4.   AMENDMENT TO DEBT EXCHANGE AGREEMENT SECTION 2.6. Section 2.6 of the Debt
Exchange Agreement is hereby amended by striking it in its entirety and
substituting in lieu thereof the following:

     2.6   SPV CONTRIBUTION TO HMP. At the Closing, GOF and Family Holdings II
     shall cause the SPV to contribute to HMP (a) the Remaining GOF Bonds, the
     Remaining CPF Bonds and the Remaining HH Preferred Member Bonds, (b) the
     Huntsman Contribution Assets, (c) the GOF Cash Contribution and (d)
     $64,000, and in exchange therefor, HMP shall issue and deliver to the SPV a
     number of shares of fully paid and non-assessable New Common Stock equal to
     (x) the sum of (i) the aggregate principal amount of the Remaining GOF
     Bonds, the Remaining CPF Bonds and the Remaining HH Preferred Member Bonds
     and (ii) the Huntsman Contribution Asset Value, divided by (y) the Notional
     HMP Common Stock Price (such common stock issued to the SPV, the "SPV New
     Shares").

5.   AMENDMENT TO DEBT EXCHANGE AGREEMENT SECTION 3.2(b)(iv). Section 3.2(b)(iv)
of the Debt Exchange Agreement is hereby amended by striking it in its entirety
and substituting in lieu thereof the following:

     (iii) to HH Preferred Member, (A) the GOF/HH Preferred Member Contributed
     Bonds, together with all documents necessary to validly and duly tender,
     assign, convey the GOF/HH Preferred Member Contributed Bonds to HH
     Preferred Member, free and clear of any and all Encumbrances and (B) by
     wire transfer of immediately available same day funds in United States
     dollars to an account or accounts designated by HH Preferred Member,
     $64,000;

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6.   AMENDMENT TO DEBT EXCHANGE AGREEMENT SECTION 3.2(d)(ii). Section 3.2(d)(ii)
of the Debt Exchange Agreement is hereby amended by striking it in its entirety
and substituting in lieu thereof the following:

     (ii)  to the SPV, in exchange for the Preferred Interest, (A) one or more
     certificates representing all of the HH Preferred Member New Shares, duly
     executed in blank or accompanied by stock powers duly executed in blank, in
     proper form for transfer, free and clear of any and all Encumbrances, (B)
     the Remaining HH Preferred Member Bonds, together with the documents
     necessary to validly and duly tender, assign, convey and deliver the
     Remaining HH Preferred Member Bonds to the SPV, free and clear of any and
     all Encumbrances, (C) one or more certificates representing all of the HH
     BNAC Shares, duly executed in blank or accompanied by stock powers duly
     executed in blank, in proper form for transfer, free and clear of any and
     all Encumbrances, and (D) by wire transfer of immediately available same
     day funds in United States dollars to an account or accounts designated by
     the SPV, $64,000, in each case in accordance with the SPV Agreement;

7.   AMENDMENT TO DEBT EXCHANGE AGREEMENT SECTION 3.2(f)(vi). Section 3.2(f)(vi)
of the Debt Exchange Agreement is hereby amended by striking it in its entirety
and substituting in lieu thereof the following:

     (vi)  to HMP, in exchange for the SPV New Shares, (A) the Remaining GOF
     Bonds, the Remaining CPF Bonds and the Remaining HH Preferred Member Bonds,
     together with the documents necessary to validly and duly tender, assign,
     convey and deliver such bonds, free and clear of any and all Encumbrances,
     (B) the Huntsman Contribution Assets, together with the documents necessary
     to validly and duly tender, assign, convey and deliver the Huntsman
     Contribution Assets, free and clear of any and all Encumbrances, and (C) by
     wire transfer of immediately available same day funds in United States
     dollars to an account or accounts designated by HMP, an amount equal to the
     sum of (1) the GOF Cash Contribution, plus (2) $64,000;

8.   NO OTHER EFFECT ON THE DEBT EXCHANGE AGREEMENT. Except as amended by this
Amendment, the Debt Exchange Agreement remains in full effect.

9.   MISCELLANEOUS.

     (a)   CAPTIONS; CERTAIN DEFINITIONS. Titles and captions of or in this
Amendment are inserted only as a matter of convenience and for reference and in
now way define, limit, extend and describe the scope of this Amendment or the
intent of any of the provisions.

     (b)  GOVERNING LAW. This Amendment shall be governed and construed in
accordance with the Laws of the State of New York, without regard to any
applicable conflicts of law provisions thereof.

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     (c)   COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
counterparts, all of which shall be considered one and the same agreement, it
being understood that all parties need not sign the same counterpart. This
Amendment shall become effective upon the execution hereof by each of the
parties hereto, and the delivery hereof to each party executing this Amendment.

                                       ***

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

                                     HUNTSMAN COMPANY LLC


                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                     HUNTSMAN POLYMERS CORPORATION


                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                     HUNTSMAN FAMILY HOLDINGS II COMPANY LLC


                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                     HMP EQUITY HOLDINGS CORPORATION


                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:

<Page>

              [Counterpart signature page to First Amendment to the
                  Amended and Restated Debt Exchange Agreement]

                                     CONSOLIDATED PRESS (FINANCE) LTD


                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:

<Page>

              [Counterpart signature page to First Amendment to the
                  Amended and Restated Debt Exchange Agreement]


                                     MATLINPATTERSON GLOBAL
                                     OPPORTUNITIES PARTNERS L.P.

                                     By:  MatlinPatterson Global Advisers LLC,
                                     its Investment Advisor


                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:

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