CREDIT AGREEMENT among HUNTSMAN INTERNATIONAL LLC, as the Borrower, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, DEUTSCHE BANK SECURITIES INC., as Joint Lead Arranger and Joint Book Runner, CITIGROUP GLOBAL MARKETS INC., as...Credit Agreement • August 23rd, 2005 • Huntsman International LLC • Chemicals & allied products • New York
THIS CREDIT AGREEMENT is dated as of August 16, 2005 and is made by and among Huntsman International LLC, a Delaware limited liability company (the “Borrower”), the undersigned financial institutions, including Deutsche Bank AG New York Branch, in their capacities as lenders hereunder (collectively, the “Lenders,” and each individually, a “Lender”), Deutsche Bank AG New York Branch, as Administrative Agent (“Administrative Agent”) for the Lenders, Deutsche Bank Securities Inc., as Joint Lead Arranger and Joint Book Runner, Citigroup Global Markets Inc., as Co-Syndication Agent, Joint Lead Arranger and Joint Book Runner, and Credit Suisse, as Co-Syndication Agent and Joint Book Runner (collectively, the “Agents” and each individually, an “Agent”).
HUNTSMAN INTERNATIONAL LLCSupplemental Indenture • August 23rd, 2005 • Huntsman International LLC • Chemicals & allied products • New York
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 successor trustee to Bank One, N.A. and successor by consolidation with Wells Fargo Bank Minnesota, National Association), as trustee (the “Trustee”). All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture.
HUNTSMAN INTERNATIONAL LLCSupplemental Indenture • August 23rd, 2005 • Huntsman International LLC • Chemicals & allied products • New York
SUPPLEMENTAL INDENTURE, dated as of August 16, 2005 (this “Supplemental Indenture”), between HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (“HI”) as successor by merger to Huntsman LLC, a Utah limited liability company (the “Company”), the existing Guarantors named therein, the New Guarantors described herein, and HSBC BANK USA, 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.
HUNTSMAN INTERNATIONAL LLCSupplemental Indenture • August 23rd, 2005 • Huntsman International LLC • Chemicals & allied products • New York
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.
SECOND AMENDMENT TO AMENDED AND RESTATED POOLING AGREEMENTPooling Agreement • August 23rd, 2005 • Huntsman International LLC • Chemicals & allied products • New York
This Second Amendment to the Amended and Restated Pooling Agreement, dated as of August 16, 2005 (this “Amendment”), is among HUNTSMAN RECEIVABLES FINANCE LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), HUNTSMAN (EUROPE) BVBA, a corporation organized under the laws of Belgium (in its capacity as master servicer, the “Master Servicer”), and J.P. MORGAN BANK (IRELAND) PLC, (f/k/a CHASE MANHATTAN BANK (IRELAND) plc), a banking institution organized under the laws of Ireland, not in its individual capacity, but solely as trustee (in such capacity, the “Trustee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 23rd, 2005 • Huntsman International LLC • Chemicals & allied products • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of August 16, 2005, by and among (i) Deutsche Bank AG New York Branch (“DBAG”), acting in its capacity as Administrative Agent under the Credit Agreement (as hereinafter defined) (together with its successors and assigns in such capacity, the “Administrative Agent”), (ii) Deutsche Bank AG New York Branch, acting in its capacity as collateral agent under the Security Agreement (as hereinafter defined), and in its capacity as collateral agent under the UK Debenture (as hereinafter defined) (together with its successors and assigns in such capacity, the “Bank and Note Collateral Agent”), (iii) Deutsche Bank AG New York Branch, as beneficiary for the benefit of the Secured Creditors under the Mortgages (as hereinafter defined) (together with its successors and assigns in such capacity, the “Mortgagee”) and (iv) HSBC Bank USA, National Association (as successor to HSBC Bank USA), as trustee for the holders of Senior Secured
COLLATERAL SECURITY AGREEMENT dated as of August 16, 2005 by and among HUNTSMAN INTERNATIONAL LLC, CERTAIN SUBSIDIARIES OF HUNTSMAN INTERNATIONAL LLC FROM TIME TO TIME PARTY HERETO and DEUTSCHE BANK AG NEW YORK BRANCH, AS COLLATERAL AGENTCollateral Security Agreement • August 23rd, 2005 • Huntsman International LLC • Chemicals & allied products • New York
COLLATERAL SECURITY AGREEMENT (as amended, restated, supplemented, replaced or otherwise modified from time to time, this “Agreement”), dated as of August 16, 2005, is by and among each of the undersigned (each, an “Assignor” and, together with any other entity that becomes a party hereto pursuant to Section 14.2(d) hereof, collectively, the “Assignors”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent for the benefit of (i) the Lenders and the Administrative Agent under the Credit Agreement hereinafter referred to; (ii) the Senior Secured Notes Trustee, for the benefit of itself and the holders of the Senior Secured Notes; (iii) if one or more Lenders (or any Affiliate thereof) has heretofore entered into or hereafter enters into one or more Interest Rate Agreements or Other Hedging Agreements permitted pursuant to Section 8.2(e) of the Credit Agreement with, or guaranteed by, the Borrower or any of its Subsidiaries, any such Lender or Lenders or any Affiliate of such Lender
HUNTSMAN INTERNATIONAL LLCSupplemental Indenture • August 23rd, 2005 • Huntsman International LLC • Chemicals & allied products • New York
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 THE BANK OF NEW YORK, a New York banking corporation duly organized under the laws of the 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.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 23rd, 2005 • Huntsman International LLC • Chemicals & allied products • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 16, 2005 by and between HUNTSMAN LLC, a Utah limited liability company (“Huntsman LLC”), and HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (“Huntsman International”) (collectively, the “Companies” and, each a “Company”).
FOURTH AMENDMENT dated as of August 16, 2005 between HUNTSMAN RECEIVABLES FINANCE LLC, as Company HUNTSMAN (EUROPE), BVBA, as Master Servicer JPMORGAN CHASE BANK, as Funding Agent and J.P. MORGAN (IRELAND) plc, as Trustee to SERIES 2000-1 SUPPLEMENT...Fourth Amendment • August 23rd, 2005 • Huntsman International LLC • Chemicals & allied products • New York
THIS FOURTH AMENDMENT, dated as of August 16, 2005 (the “Amendment”) between Huntsman Receivables Finance LLC (the “Company”), a Delaware limited liability company, Huntsman (Europe) BVBA (the “Master Servicer”), JPMorgan Chase Bank, successor-in-interest to The Chase Manhattan Bank, as funding agent for the Series 2000-1 Purchasers (the “Funding Agent”) and J.P. Morgan (Ireland) plc, successor-in-interest to Chase Manhattan Bank (Ireland) plc, as trustee (the “Trustee”) modifies the Series 2000-1 Supplement dated as of December 21, 2000 as amended from time to time (the “Supplement”), which supplements the Amended and Restated Pooling Agreement, dated as of June 26, 2001 (the “Pooling Agreement” and, together with the Supplement, the “Agreement”) between the Company, the Master Servicer and the Trustee.
