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 LOU-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 LOU-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 LOU-Xxlated Agreements), including the Assignment and Assumption Agreement (Commercial Agreements). The Purchaser shall have delivered or caused to be delivered to the Sellers the LOU-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 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 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 (LOU Xxterim Crude Butadiene Sales Agreement), Exhibit AA (Assignment and Assumption Agreement (LOU-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 Exhxxxxx X, X, X, X-0, X-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 LOUXXX-Xxlated 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 LOUXXX-Xxlated 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 LOUXXX-Xxlated Related Agreements), including the Assignment and Assumption Agreement (Commercial Agreements). The Purchaser shall have delivered or caused to be delivered to the Sellers the LOUXXX-Xxlated 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 LOU Xxude 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 10000 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 (LOU Xxterim XXX Interim Crude Butadiene Sales Agreement), Exhibit AA (Assignment and Assumption Agreement (LOUXXX-Xxlated 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 Exhxxxxx Xxxxxxxx X, X, X, X-0, X-2 G-2 and G-3, respectively, and by amending the List of Exhibits accordingly.