Common use of Commercial Agreements Clause in Contracts

Commercial Agreements. The Parties shall have received each of the Other Agreement Approvals. Huntsman Petrochemical, Huntsman Fuels, Huntsman C4 LP and any Affiliate of Huntsman Petrochemical, Huntsman Fuels or Huntsman C4 LP shall have executed and delivered each of the Commercial Agreements to which they are intended to be parties. Huntsman C4 LP shall have delivered or cause to be delivered to the Purchaser documents evidencing the assignment to the Purchaser of Huntsman C4 LP’s rights under such Commercial Agreements (other than the XXX-Related Agreements), including an Assignment and Assumption Agreement in a form to be agreed (the “Assignment and Assumption Agreement (Commercial Agreements)”). Huntsman C4 LP shall have delivered or caused to be delivered to the Purchaser the XXX-Related Agreements Assignment. (j) Section 7.3(i) of the Asset Purchase Agreement is hereby deleted and replaced in its entirety with the following: (i) The Parties shall have received each of the Other Agreement Approvals. The Purchaser shall have delivered or cause to be delivered to the Sellers documents evidencing the assumption by the Purchaser of Huntsman C4 LP’s obligations under the Commercial Agreements (other than the XXX-Related Agreements), including the Assignment and Assumption Agreement (Commercial Agreements). The Purchaser shall have delivered or caused to be delivered to the Sellers the XXX-Related Agreements Assignment. (k) Article VIII of the Asset Purchase Agreement is hereby amended by deleting the phrase “May 31, 2006” and replacing it with the phrase “June 27, 2006”. (l) The forms of agreements attached as Exhibits E (Form of XXX Crude Butadiene Sales Agreement), H (Form of C4 Raffinate Sales Agreement) and O (Form of Shared Use and Services Agreement) to the Asset Purchase Agreement are hereby deleted and replaced in their entirety with the forms of agreements attached hereto as Exhibits A, B and C, respectively. The forms of agreements attached as Exhibits D through X (excluding Exhibits E, H and O) to the Asset Purchase Agreement are hereby amended by deleting the references to the party identified therein as Texas Petrochemicals LP and replacing such references with Huntsman C4 LP, including replacing any notice address relating to Texas Petrochemicals LP therein with a reference to Huntsman C4 LP’s address for notices, which address is 00000 Xxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000. (m) Exhibit J (Form of MTBE Exchange Agreement) to the Asset Purchase Agreement is hereby deleted in its entirety and the List of Exhibits is hereby amended by replacing the title of such exhibit with the word “[RESERVED]”. The Parties shall have no further liability in respect of the subject matter of such exhibit. (n) The Asset Purchase Agreement is hereby amended by attaching a new Exhibit K (XXX Interim Crude Butadiene Sales Agreement), Exhibit AA (Assignment and Assumption Agreement (XXX-Related Agreements)), Exhibit BB (Letter of Credit) and Exhibits CC-1, CC-2 and CC-3 (Notices of Milestone), the forms of which are attached hereto as Xxxxxxxx X, X, X, X-0, G-2 and G-3, respectively, and by amending the List of Exhibits accordingly.

Commercial Agreements. The Parties shall have received each of the Other Agreement Approvals. Huntsman Petrochemical, Huntsman Fuels, Huntsman C4 LP and any Affiliate of Huntsman Petrochemical, Huntsman Fuels or Huntsman C4 LP shall have executed and delivered each of the Commercial Agreements to which they are intended to be parties. Huntsman C4 LP shall have delivered or cause to be delivered to the Purchaser documents evidencing the assignment to the Purchaser of Huntsman C4 LP’s rights under such Commercial Agreements (other than the XXXLOU-Related Xxlated Agreements), including an Assignment and Assumption Agreement in a form to be agreed (the “Assignment and Assumption Agreement (Commercial Agreements)”). Huntsman C4 LP shall have delivered or caused to be delivered to the Purchaser the XXXLOU-Related Xxlated Agreements Assignment. (j) Section 7.3(i) of the Asset Purchase Agreement is hereby deleted and replaced in its entirety with the following: (i) The Parties shall have received each of the Other Agreement Approvals. The Purchaser shall have delivered or cause to be delivered to the Sellers documents evidencing the assumption by the Purchaser of Huntsman C4 LP’s obligations under the Commercial Agreements (other than the XXXLOU-Related Xxlated Agreements), including the Assignment and Assumption Agreement (Commercial Agreements). The Purchaser shall have delivered or caused to be delivered to the Sellers the XXXLOU-Related Xxlated Agreements Assignment. (k) Article VIII of the Asset Purchase Agreement is hereby amended by deleting the phrase “May 31, 2006” and replacing it with the phrase “June 27, 2006”. (l) The forms of agreements attached as Exhibits E (Form of XXX Crude LOU Xxude Butadiene Sales Agreement), H (Form of C4 Raffinate Sales Agreement) and O (Form of Shared Use and Services Agreement) to the Asset Purchase Agreement are hereby deleted and replaced in their entirety with the forms of agreements attached hereto as Exhibits A, B and C, respectively. The forms of agreements attached as Exhibits D through X (excluding Exhibits E, H and O) to the Asset Purchase Agreement are hereby amended by deleting the references to the party identified therein as Texas Petrochemicals LP and replacing such references with Huntsman C4 LP, including replacing any notice address relating to Texas Petrochemicals LP therein with a reference to Huntsman C4 LP’s address for notices, which address is 00000 10000 Xxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000. (m) Exhibit J (Form of MTBE Exchange Agreement) to the Asset Purchase Agreement is hereby deleted in its entirety and the List of Exhibits is hereby amended by replacing the title of such exhibit with the word “[RESERVED]”. The Parties shall have no further liability in respect of the subject matter of such exhibit. (n) The Asset Purchase Agreement is hereby amended by attaching a new Exhibit K (XXX Interim LOU Xxterim Crude Butadiene Sales Agreement), Exhibit AA (Assignment and Assumption Agreement (XXXLOU-Related Xxlated Agreements)), Exhibit BB (Letter of Credit) and Exhibits CC-1, CC-2 and CC-3 (Notices of Milestone), the forms of which are attached hereto as Xxxxxxxx Exhxxxxx X, X, X, X-0, G-2 X-2 and G-3, respectively, and by amending the List of Exhibits accordingly.

Commercial Agreements. The Parties (a) After the Closing, GE shall have received each ensure that the Acquiror shall be entitled to use the services provided to GE (or shall be provided with such services directly by the provider) under the freight and logistics services contracts set forth in Section 5.20 of the Other Agreement Approvals. Huntsman PetrochemicalDisclosure Schedule (and GE represents and warrants that the contracts set forth on such Section include all material freight and logistics services contracts used by the Business since September 1, Huntsman Fuels2005, Huntsman C4 LP it being understood that any freight and logistics services contracts used by the Business since September 1, 2005 that are not listed on such Section, are not, in the aggregate, material to the Business, other than in each case ordinary course of business arrangements with package delivery services such as Federal Express and UPS) and any Affiliate of Huntsman Petrochemical, Huntsman Fuels successor contracts or Huntsman C4 LP shall have executed and delivered each of the Commercial Agreements to which they are intended to be parties. Huntsman C4 LP shall have delivered or cause to be delivered to the Purchaser documents evidencing the assignment to the Purchaser of Huntsman C4 LP’s rights under such Commercial Agreements (other than the XXX-Related Agreements), including an Assignment and Assumption Agreement in a form to be agreed arrangements (the “Assignment Freight & Logistics Contracts”) at the prices at which GE pays for such services under such Freight & Logistics Contracts (“Freight and Assumption Agreement Logistics Services”) until the earlier of (Commercial Agreementsi) the fifth anniversary of the Closing Date and (ii) the date on which Apollo Management VI, LP and its Affiliates, taken together, cease to own, directly or indirectly, 25% or more of the common equity interest in the Acquiror acquired by Apollo Management LP and its Affiliates on the Closing Date (the earlier of (i) and (ii), the “Cessation Date”). Huntsman C4 Following the Cessation Date, for so long as Apollo Management LP and its Affiliates, taken together, continue to own 25% or more of the common shares in the Acquiror acquired by Apollo Management LP on the Closing Date, GE shall have delivered or caused use commercially reasonable efforts to be delivered permit the Acquiror to utilize the Purchaser the XXX-Related Agreements AssignmentFreight and Logistics Services (and GE’s pricing). (jb) At the Closing, GE and Acquiror will enter into definitive documentation implementing the supply, service and other arrangements set forth on Exhibit O hereto (the “Commercial Agreements”). (c) After the Closing, GE shall use its commercially reasonable efforts to ensure that the Acquiror shall be entitled to use the services provided by GE or its Subsidiaries (or shall be provided with such services directly by the provider) under the electricity contracts set forth on Section 7.3(i5.20(c) of the Asset Purchase Agreement is hereby deleted Disclosure Schedule at the prices at which GE or its applicable Subsidiary pays for such services under such contracts (it being understood and replaced in its entirety with the following: (i) The Parties shall have received each of the Other Agreement Approvals. The Purchaser shall have delivered or cause agreed that GE may not be able to be delivered to the Sellers documents evidencing the assumption by the Purchaser of Huntsman C4 LP’s obligations under the Commercial Agreements (other than the XXX-Related Agreementsensure this result), including the Assignment and Assumption Agreement (Commercial Agreements). The Purchaser shall have delivered or caused to be delivered to the Sellers the XXX-Related Agreements Assignment. (kd) Article VIII of After the Asset Purchase Agreement is hereby amended by deleting the phrase “May 31Closing Date, 2006” and replacing it if GE proceeds with the phrase “June 27commercialization of silicon extraction technology, 2006”. (l) The forms of agreements attached as Exhibits E (Form of XXX Crude Butadiene Sales Agreement), H (Form of C4 Raffinate Sales Agreement) and O (Form of Shared Use and Services Agreement) it shall offer in good faith to the Asset Purchase Agreement are hereby deleted and replaced in their entirety Acquiror the opportunity to enter into a supply agreement with GE to produce such silicon for GE’s solar requirements; provided that GE shall not be obligated to enter into an agreement with the forms of agreements attached hereto as Exhibits AAcquiror if the terms and conditions (including price and quality) on which the Acquiror would produce and supply such silicon are less favorable to GE than those available from a third-party provider. If such an agreement were reached, B and C, respectively. The forms of agreements attached as Exhibits D through X (excluding Exhibits E, H and O) to GE would agree in accordance with the Asset Purchase Agreement are hereby amended by deleting the references to the party identified therein as Texas Petrochemicals LP and replacing such references with Huntsman C4 LP, including replacing any notice address relating to Texas Petrochemicals LP therein with a reference to Huntsman C4 LP’s address for notices, which address is 00000 Xxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000. (m) Exhibit J (Form of MTBE Exchange Agreement) to the Asset Purchase Agreement is hereby deleted in its entirety and the List of Exhibits is hereby amended by replacing the title terms of such exhibit with agreement to permit the word “[RESERVED]”. The Parties shall have no further liability in respect of the subject matter of such exhibitAcquiror to produce silicon for non-solar markets if GE’s needs for natural and synthetic sand can be met. (n) The Asset Purchase Agreement is hereby amended by attaching a new Exhibit K (XXX Interim Crude Butadiene Sales Agreement), Exhibit AA (Assignment and Assumption Agreement (XXX-Related Agreements)), Exhibit BB (Letter of Credit) and Exhibits CC-1, CC-2 and CC-3 (Notices of Milestone), the forms of which are attached hereto as Xxxxxxxx X, X, X, X-0, G-2 and G-3, respectively, and by amending the List of Exhibits accordingly.