Exhibit 10.1


 


 




 





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 Co-Syndication Agent, Joint Lead Arranger and
Joint Book Runner,


 


CREDIT SUISSE,


 


as Co-Syndication Agent and Joint Book Runner


 


and


 


VARIOUS LENDING INSTITUTIONS,


 


as Lenders


 


Dated as of August 16, 2005




 





 


with


 


JPMORGAN SECURITIES INC.,


UBS SECURITIES INC. and


MORGAN STANLEY SENIOR FUNDING, INC.,


as Co-Documentation Agents


 


and


 


LEHMAN COMMERCIAL PAPER INC.,


THE BANK OF NOVA SCOTIA and


WACHOVIA BANK, NATIONAL ASSOCIATION


as Senior Managing Agents


 





















 


TABLE OF
CONTENTS


 


	
  ARTICLE I
  DEFINITIONS AND ACCOUNTING TERMS

  	
   

  
	
   

  	
   

  
	
  1.1

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  1.2

  	
  Accounting Terms; Financial Statements

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  AMOUNT AND TERMS OF CREDIT

  	
   

  
	
   

  	
   

  
	
  2.1

  	
  The Commitments

  	
   

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  Minimum Amount of Each Borrowing; Maximum
  Number of Borrowings

  	
   

  
	
   

  	
   

  	
   

  
	
  2.4

  	
  Interest Rate Options

  	
   

  
	
   

  	
   

  	
   

  
	
  2.5

  	
  Notice of Borrowing

  	
   

  
	
   

  	
   

  	
   

  
	
  2.6

  	
  Conversion or Continuation

  	
   

  
	
   

  	
   

  	
   

  
	
  2.7

  	
  Disbursement of Funds

  	
   

  
	
   

  	
   

  	
   

  
	
  2.8

  	
  Pro Rata Borrowings

  	
   

  
	
   

  	
   

  	
   

  
	
  2.9

  	
  Amount and Terms of Letters of Credit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III INTEREST AND FEES

  	
   

  
	
   

  	
   

  
	
  3.1

  	
  Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Fees

  	
   

  
	
   

  	
   

  	
   

  
	
  3.3

  	
  Computation of Interest and Fees

  	
   

  
	
   

  	
   

  	
   

  
	
  3.4

  	
  Interest Periods

  	
   

  
	
   

  	
   

  	
   

  
	
  3.5

  	
  Compensation for Funding Losses

  	
   

  
	
   

  	
   

  	
   

  
	
  3.6

  	
  Increased Costs, Illegality, Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  3.7

  	
  Replacement of Affected Lenders

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV REDUCTION OF
  COMMITMENTS; PAYMENTS AND PREPAYMENTS

  	
   

  
	
   

  	
   

  
	
  4.1

  	
  Voluntary Reduction of Commitments

  	
   

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Mandatory Reductions of Commitments

  	
   

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Voluntary Prepayments

  	
   

  
	
   

  	
   

  	
   

  
	
  4.4

  	
  Mandatory Prepayments

  	
   

  
	
   

  	
   

  	
   

  
	
  4.5

  	
  Application of Prepayments

  	
   

  
	
   

  	
   

  	
   

  
	
  4.6

  	
  Method and Place of Payment

  	
   

  
	
   

  	
   

  	
   

  
	
  4.7

  	
  Net Payments

  	
   

  



 


i





















 


	
  ARTICLE V CONDITIONS OF CREDIT

  	
   

  
	
   

  	
   

  
	
  5.1

  	
  Conditions Precedent to the Initial
  Borrowing

  	
   

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  Conditions Precedent to All Credit Events

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI REPRESENTATIONS AND
  WARRANTIES

  	
   

  
	
   

  	
   

  
	
  6.1

  	
  Corporate Status

  	
   

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Corporate Power and Authority

  	
   

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  No Violation

  	
   

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  Governmental and Other Approvals

  	
   

  
	
   

  	
   

  	
   

  
	
  6.5

  	
  Financial Statements; Financial Condition;
  Undisclosed Liabilities; Projections; etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  6.6

  	
  Litigation

  	
   

  
	
   

  	
   

  	
   

  
	
  6.7

  	
  Disclosure

  	
   

  
	
   

  	
   

  	
   

  
	
  6.8

  	
  Use of Proceeds; Margin Regulations

  	
   

  
	
   

  	
   

  	
   

  
	
  6.9

  	
  Tax Returns and Payments

  	
   

  
	
   

  	
   

  	
   

  
	
  6.10

  	
  Compliance With ERISA

  	
   

  
	
   

  	
   

  	
   

  
	
  6.11

  	
  Ownership of Property

  	
   

  
	
   

  	
   

  	
   

  
	
  6.12

  	
  Capitalization of the Borrower

  	
   

  
	
   

  	
   

  	
   

  
	
  6.13

  	
  Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  6.14

  	
  Compliance With Law, Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  6.15

  	
  Investment Company Act

  	
   

  
	
   

  	
   

  	
   

  
	
  6.16

  	
  Public Utility Holding Company Act

  	
   

  
	
   

  	
   

  	
   

  
	
  6.17

  	
  Environmental Matters

  	
   

  
	
   

  	
   

  	
   

  
	
  6.18

  	
  Labor Relations

  	
   

  
	
   

  	
   

  	
   

  
	
  6.19

  	
  Intellectual Property, Licenses, Franchises
  and Formulas

  	
   

  
	
   

  	
   

  	
   

  
	
  6.20

  	
  Certain Fees

  	
   

  
	
   

  	
   

  	
   

  
	
  6.21

  	
  Security Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  6.22

  	
  Subordination Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  6.23

  	
  Foreign Intercompany Loan Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  6.24

  	
  Anti-Terrorism Law

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII AFFIRMATIVE
  COVENANTS

  	
   

  
	
   

  	
   

  
	
  7.1

  	
  Financial Statements

  	
   

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  Certificates; Other Information

  	
   

  
	
   

  	
   

  	
   

  
	
  7.3

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  7.4

  	
  Conduct of Business and Maintenance of
  Existence

  	
   

  



 


ii





















 


	
  7.5

  	
  Payment of Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  7.6

  	
  Inspection of Property, Books and Records

  	
   

  
	
   

  	
   

  	
   

  
	
  7.7

  	
  ERISA

  	
   

  
	
   

  	
   

  	
   

  
	
  7.8

  	
  Maintenance of Property, Insurance

  	
   

  
	
   

  	
   

  	
   

  
	
  7.9

  	
  Environmental Laws

  	
   

  
	
   

  	
   

  	
   

  
	
  7.10

  	
  Use of Proceeds

  	
   

  
	
   

  	
   

  	
   

  
	
  7.11

  	
  Additional Security; Further Assurances

  	
   

  
	
   

  	
   

  	
   

  
	
  7.12

  	
  End of Fiscal Years; Fiscal Quarters

  	
   

  
	
   

  	
   

  	
   

  
	
  7.13

  	
  Foreign Subsidiaries Security

  	
   

  
	
   

  	
   

  	
   

  
	
  7.14

  	
  Certain Fees Indemnity

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII
  NEGATIVE COVENANTS

  	
   

  
	
   

  	
   

  
	
  8.1

  	
  Liens

  	
   

  
	
   

  	
   

  	
   

  
	
  8.2

  	
  Indebtedness

  	
   

  
	
   

  	
   

  	
   

  
	
  8.3

  	
  Consolidation, Merger, Purchase or Sale of
  Assets, etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.4

  	
  Dividends or Other Distributions

  	
   

  
	
   

  	
   

  	
   

  
	
  8.5

  	
  Certain Restrictions on Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  8.6

  	
  Issuance of Stock

  	
   

  
	
   

  	
   

  	
   

  
	
  8.7

  	
  Loans and Investments

  	
   

  
	
   

  	
   

  	
   

  
	
  8.8

  	
  Transactions with Affiliates

  	
   

  
	
   

  	
   

  	
   

  
	
  8.9

  	
  Lines of Business

  	
   

  
	
   

  	
   

  	
   

  
	
  8.10

  	
  Fiscal Year

  	
   

  
	
   

  	
   

  	
   

  
	
  8.11

  	
  Limitation on Voluntary Payments and
  Modifications of Indebtedness; Modifications of Certificate of Incorporation,
  By-Laws and Certain Other Agreements; Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.12

  	
  Accounting Changes

  	
   

  
	
   

  	
   

  	
   

  
	
  8.13

  	
  Permitted Accounts Receivable
  Securitization and Foreign Factoring Transactions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX FINANCIAL COVENANTS

  	
   

  
	
   

  	
   

  
	
  9.1

  	
  Capital Expenditures

  	
   

  
	
   

  	
   

  	
   

  
	
  9.2

  	
  Interest Coverage Ratio

  	
   

  
	
   

  	
   

  	
   

  
	
  9.3

  	
  Leverage Ratio

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X EVENTS OF DEFAULT

  	
   

  
	
   

  	
   

  
	
  10.1

  	
  Events of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  10.2

  	
  Rights Not Exclusive

  	
   

  



 


iii





















 


	
  ARTICLE XI THE ADMINISTRATIVE
  AGENT

  	
   

  
	
   

  	
   

  
	
  11.1

  	
  Appointment

  	
   

  
	
   

  	
   

  	
   

  
	
  11.2

  	
  Nature of Duties

  	
   

  
	
   

  	
   

  	
   

  
	
  11.3

  	
  Exculpation, Rights Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  11.4

  	
  Reliance

  	
   

  
	
   

  	
   

  	
   

  
	
  11.5

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  11.6

  	
  The Administrative Agent In Its Individual
  Capacity

  	
   

  
	
   

  	
   

  	
   

  
	
  11.7

  	
  Notice of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  11.8

  	
  Holders of Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  11.9

  	
  Resignation by the Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  11.10

  	
  Administrative Agent or the Collateral
  Agent as UK Security Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  11.11

  	
  The Joint Lead Arrangers, Joint Book
  Runners, Co-Syndication Agents, Co-Documentation Agents and Senior Managing
  Agents

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  12.1

  	
  No Waiver; Modifications in Writing

  	
   

  
	
   

  	
   

  	
   

  
	
  12.2

  	
  Further Assurances

  	
   

  
	
   

  	
   

  	
   

  
	
  12.3

  	
  Notices, Etc

  	
   

  
	
   

  	
   

  	
   

  
	
  12.4

  	
  Costs, Expenses and Taxes

  	
   

  
	
   

  	
   

  	
   

  
	
  12.5

  	
  Confirmations

  	
   

  
	
   

  	
   

  	
   

  
	
  12.6

  	
  Adjustment; Setoff

  	
   

  
	
   

  	
   

  	
   

  
	
  12.7

  	
  Execution in Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  12.8

  	
  Binding Effect; Assignment; Addition and
  Substitution of Lenders

  	
   

  
	
   

  	
   

  	
   

  
	
  12.9

  	
  CONSENT TO JURISDICTION; MUTUAL WAIVER OF
  JURY TRIAL

  	
   

  
	
   

  	
   

  	
   

  
	
  12.10

  	
  GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  12.11

  	
  Severability of Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  12.12

  	
  Headings

  	
   

  
	
   

  	
   

  	
   

  
	
  12.13

  	
  Termination of Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  12.14

  	
  Confidentiality

  	
   

  
	
   

  	
   

  	
   

  
	
  12.15

  	
  Concerning the Collateral and the Loan
  Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  12.16

  	
  Effectiveness

  	
   

  
	
   

  	
   

  	
   

  
	
  12.17

  	
  Registry

  	
   

  
	
   

  	
   

  	
   

  
	
  12.18

  	
  Accounts Receivable Securitization

  	
   

  
	
   

  	
   

  	
   

  
	
  12.19

  	
  Certain Guarantee Obligations

  	
   

  



 


iv





















 


	
  12.20

  	
  Redesignation of Unrestricted Subsidiaries

  	
   

  



 


v





















 


INDEX OF EXHIBITS AND SCHEDULES


 


Exhibits


 


	
  Exhibit 1.1(a)

  	
   

  	
  Form of UK
  Holdco Note

  
	
   

  	
   

  	
   

  
	
  Exhibit 1.1(b)

  	
   

  	
  Form of
  Foreign Intercompany Note

  
	
   

  	
   

  	
   

  
	
  Exhibit 1.1(c)

  	
   

  	
  Form of UK
  Petrochem Holdings Note

  
	
   

  	
   

  	
   

  
	
  Exhibit 2.1(c)

  	
   

  	
  Form of
  Swing Line Loan Participation Certificate

  
	
   

  	
   

  	
   

  
	
  Exhibit 2.2(a)(1)

  	
   

  	
  Form of
  Term B Dollar Note

  
	
   

  	
   

  	
   

  
	
  Exhibit 2.2(a)(2)

  	
   

  	
  Form of
  Term B Euro Note

  
	
   

  	
   

  	
   

  
	
  Exhibit 2.2(a)(3)

  	
   

  	
  Form of
  Revolving Note

  
	
   

  	
   

  	
   

  
	
  Exhibit 2.2(a)(4)

  	
   

  	
  Form of
  Swing Line Note

  
	
   

  	
   

  	
   

  
	
  Exhibit 2.5

  	
   

  	
  Form of
  Notice of Borrowing

  
	
   

  	
   

  	
   

  
	
  Exhibit 2.6

  	
   

  	
  Form of
  Notice of Conversion or Continuation

  
	
   

  	
   

  	
   

  
	
  Exhibit 2.9(b)

  	
   

  	
  Form of
  Notice of Issuance

  
	
   

  	
   

  	
   

  
	
  Exhibit 4.7(d)

  	
   

  	
  Form of Section 4.7(d)(i) Certificate

  
	
   

  	
   

  	
   

  
	
  Exhibit 5.1(c)

  	
   

  	
  Form of
  Pledge Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit 5.1(d)(i)

  	
   

  	
  Form of
  Subsidiary Guaranty Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit 5.1(d)(ii)

  	
   

  	
  Form of
  Headquarters Subsidiary Guaranty Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit 5.1(f)

  	
   

  	
  Form of
  Perfection Certificate

  
	
   

  	
   

  	
   

  
	
  Exhibit 5.1(s)(i)

  	
   

  	
  Form of
  Vinson & Elkins L.L.P. Legal Opinion

  
	
   

  	
   

  	
   

  
	
  Exhibit 5.1(s)(ii)

  	
   

  	
  Form of
  Stoel Rives LLP Legal Opinion

  
	
   

  	
   

  	
   

  
	
  Exhibit 5.1(s)(iii)

  	
   

  	
  Form of
  Alvord and Alvord Legal Opinion

  
	
   

  	
   

  	
   

  
	
  Exhibit 5.1(v)

  	
   

  	
  Form of Tax
  Sharing Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit 7.2(b)

  	
   

  	
  Form of
  Compliance Certificate

  
	
   

  	
   

  	
   

  
	
  Exhibit 8.7(h)

  	
   

  	
  Form of
  Subordination Provisions

  
	
   

  	
   

  	
   

  
	
  Exhibit 12.8(c)

  	
   

  	
  Form of
  Assignment and Assumption Agreement

  



 


vi





















 


Schedules


 


	
  Schedule 1.1(a)

  	
   

  	
  Commitments

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1(b)

  	
   

  	
  Calculation of
  the Mandatory Cost

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1(c)

  	
   

  	
  Unrestricted
  Subsidiaries

  
	
   

  	
   

  	
   

  
	
  Schedule 2.9(j)

  	
   

  	
  Outstanding
  Letters of Credit

  
	
   

  	
   

  	
   

  
	
  Schedule 5.1(i)(iii)

  	
   

  	
  List of Foreign
  Intercompany Loan Security Document Deliveries

  
	
   

  	
   

  	
   

  
	
  Schedule 6.5(a)

  	
   

  	
  Pro Forma
  Balance Sheet

  
	
   

  	
   

  	
   

  
	
  Schedule 6.5(c)

  	
   

  	
  Existing
  Liabilities

  
	
   

  	
   

  	
   

  
	
  Schedule 6.5(e)

  	
   

  	
  Projections

  
	
   

  	
   

  	
   

  
	
  Schedule 6.12(a)

  	
   

  	
  Capitalization
  of the Borrower

  
	
   

  	
   

  	
   

  
	
  Schedule 6.13

  	
   

  	
  List of
  Subsidiaries

  
	
   

  	
   

  	
   

  
	
  Schedule 6.21(c)

  	
   

  	
  Owned and Leased
  Properties

  
	
   

  	
   

  	
   

  
	
  Schedule 7.8

  	
   

  	
  Insurance Levels

  
	
   

  	
   

  	
   

  
	
  Schedule 8.1(h)

  	
   

  	
  Existing Liens

  
	
   

  	
   

  	
   

  
	
  Schedule 8.2(b)

  	
   

  	
  Existing
  Indebtedness

  
	
   

  	
   

  	
   

  
	
  Schedule 8.5(a)

  	
   

  	
  Existing
  Restrictions on Subsidiaries

  
	
   

  	
   

  	
   

  
	
  Schedule 8.7(b)

  	
   

  	
  Existing
  Investments

  
	
   

  	
   

  	
   

  
	
  Schedule 8.9

  	
   

  	
  IRIC Account
  Procedures

  
	
   

  	
   

  	
   

  
	
  Schedule 12.3

  	
   

  	
  Notice
  Information

  



 


vii





















 


CREDIT
AGREEMENT


 


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”).


 


W I T N E S S E T H:


 


WHEREAS, on the Closing
Date, Huntsman LLC, a Delaware limited liability company (“HLLC”) will
merge with and into the Borrower, with the Borrower as the surviving entity
(the “Merger”) pursuant to the terms of the Merger Agreement (as defined
herein);


 


WHEREAS, this Agreement
will repay in full, extinguish and replace (i) that certain Revolving
Credit Agreement dated as of October 14, 2004 by and among HLLC, Deutsche
Bank Trust Company Americas (“DBTCA”), as administrative agent and the
lenders party thereto (the “Prior HLLC Revolving Credit Agreement”), (ii) that
certain Credit Agreement dated as of October 14, 2004 by and among HLLC,
DBTCA, as administrative agent and collateral agent and the lenders party
thereto (the “Prior HLLC Term Credit Agreement”) and (iii) that
certain Amended and Restated Credit Agreement dated as of July 13, 2004 by
and among the Borrower, Huntsman International Holdings LLC, the financial
institutions party thereto, DBTCA, as administrative agent, and the co-lead
arrangers, co-syndication agents and co-documentation agents identified therein
(the “Prior HI Credit Agreement” and together with the Prior HLLC
Revolving Credit Agreement and the Prior Term HLLC Credit Agreement the “Prior
Credit Agreements”);


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants herein contained the
parties hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS
AND ACCOUNTING TERMS


 


1.1                                 Definitions


 


As used herein, and
unless the context requires a different meaning, the following terms have the
meanings indicated:


 


“Accounts Receivable”
means presently existing and hereafter arising or acquired accounts receivable,
notes, drafts, acceptances, general intangibles, choses in action and other
forms of obligations and receivables relating in any way to Inventory or
arising from the sale of Inventory or the rendering of services by the Borrower
or its Subsidiaries or howsoever otherwise arising, including the right to
payment of any interest or finance charges with respect


 





















 


thereto and all
proceeds of insurance with respect thereto, together with all of the Borrower’s
or its Subsidiaries’ rights as an unpaid vendor, all pledged assets, guaranty
claims, liens and security interests held by or granted to the Borrower or its
Subsidiaries to secure payment of any Accounts Receivable and all books,
customer lists, ledgers, records and files (whether written or stored
electronically) relating to any of the foregoing.


 


“Acquisition” has
the meaning assigned to that term in Section 8.7(n).


 


“Additional Security
Documents” means all mortgages, pledge agreements, security agreements,
reaffirmations and other security documents entered into pursuant to Section 7.11
with respect to additional Collateral, in each case, as amended, supplemented
or otherwise modified from time to time.


 


“Additional Term Loans”
means term loans and commitments to make term loans whose contractual priority
of payment is pari  passu in all respects with the Term B Dollar
Loans made pursuant to Section 2.1(a)(i) that (i) have a
Weighted Average Life to Maturity of not less than the Term Loan with the then
longest Weighted Average Life to Maturity and a final maturity no earlier than
latest Term Maturity Date; (ii) are on terms and conditions substantially
similar to those applicable to the existing Term Facilities and (iii) have
applicable margins (which, for such purposes only, shall be deemed to include
all upfront or similar compensation or original issue discount (amortized over
an assumed three year life) payable to all Lenders providing such loans, but
exclusive of any arrangement, structuring or other similar fees payable in
connection therewith that are not shared with all Lenders providing such loans)
determined as of the initial funding date for such loans not greater than 0.50%
above the applicable margins then in effect for Term B Dollar Loans (which, for
such purposes only, shall be deemed to include all upfront or similar
compensation or original issue discount (amortized over an assumed three year
life) paid to all Term B Dollar Lenders as of the initial funding date for such
Term B Dollar Loans, but exclusive of any arrangement, structuring or other
similar fees payable in connection therewith that are not shared with all Term
B Dollar Lenders).


 


“Administrative Agent”
has the meaning assigned to that term in the introduction to this Agreement,
and includes any successor Administrative Agent in such capacity.


 


“Affiliate” means,
with respect to any Person, any Person or group acting in concert in respect of
the Person in question that, directly or indirectly, controls (including but
not limited to all directors and officers of such Person) or is controlled by
or is under common control with such Person; provided that no Agent nor
any Affiliate of an Agent shall be deemed to be an Affiliate of the
Borrower.  For the purposes of this
definition, “control” (including, with correlative meanings, the terms “controlled
by” and “under common control with”), as used with respect to any Person or
group of Persons, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of management and policies of such
Person, whether through the ownership of Voting Securities or by contract or
otherwise.  A Person shall be deemed to
control a Person if such first Person possesses, directly or indirectly, the
power to vote 15% or more of the securities having ordinary voting power for
the election of directors, managers or similar governing body of such Person.


 


2





















 


“Agent” has the
meaning assigned to that term in the introduction to this agreement and
includes any successor agent in any such capacity.


 


“Agreement” means
this Credit Agreement, as the same may at any time be amended, supplemented or
otherwise modified in accordance with the terms hereof and in effect.


 


“Airstar Aircraft
Financing Documents” means operating leases and related documents entered
into by Airstar Corporation relating to aircraft owned or acquired by it and
any agreements or documents entered into by Airstar Corporation.


 


“Alternative Currency”
means, with respect to (i) Revolving Loans, Euros and Sterling, and (ii) any
Letter of Credit or Swing Line Loans, Euros, Sterling and any currency which is
freely transferable and convertible into Dollars.


 


“Applicable Base Rate
Margin” means at any date, (i) with respect to Revolving Loans
denominated in Dollars, the applicable percentage set forth in the following
table under the column Applicable Base Rate Margin for Revolving Loans opposite
the Most Recent Leverage Ratio as of such date and (ii) with respect to
Term B Dollar Loans, the applicable percentage set forth under the column
Applicable Base Rate Margin for Term B Dollar Loans opposite the Most Recent
Leverage Ratio as of such date:


 


	
  Most Recent

  Leverage Ratio

  	
   

  	
  Applicable Base Rate

  Margin for Revolving

  Loans

  	
   

  	
  Applicable

  Base Rate

  Margin for

  Term B Dollar Loans

  	
   

  
	
  Less than or equal to 2.00 to 1

  	
   

  	
  0.25

  	
  %

  	
  0.50

  	
  %

  
	
  Greater than 2.00 to 1 but less than or equal to
  2.50 to 1

  	
   

  	
  0.50

  	
  %

  	
  0.50

  	
  %

  
	
  Greater than 2.50 to 1

  	
   

  	
  0.75

  	
  %

  	
  0.75

  	
  %

  



 


“Applicable Commitment
Fee Percentage” means at any date, 0.50% per annum.


 


“Applicable Currency”
means as to any particular payment or Loan, Dollars or the Alternative Currency
in which such payment or Loan is denominated or is payable.


 


“Applicable Eurocurrency
Margin” means at any date, (i) with respect to Term B Dollar Loans,
the applicable percentage set forth in the following table under the column
Applicable Eurocurrency Margin for Term B Dollar Loans opposite the Most Recent
Leverage Ratio on such date , (ii) with respect to Term B Euro Loans, the
applicable percentage set forth in the following table under the column
Applicable Eurocurrency Margin for Term B Euro Loans and (iii) with
respect to Revolving Loans, the applicable percentage set forth in the
following table under the column Applicable Eurocurrency Margin for Revolving
Loans opposite the Most Recent Leverage Ratio on such date:


 


3





















 


	
  Most Recent

  Leverage Ratio

  	
   

  	
  Applicable

  Eurocurrency

  Margin for

  Revolving Loans

  	
   

  	
  Applicable

  Eurocurrency

  Margin for

  Term B

  Dollar Loans

  	
   

  	
  Applicable

  Eurocurrency

  Margin for

  Term B

  Euro Loans

  	
   

  
	
  Less than or equal to 2.00 to 1

  	
   

  	
  1.25

  	
  %

  	
  1.50

  	
  %

  	
  1.75

  	
  %

  
	
  Greater than 2.00 to 1 but less than or equal to
  2.50 to 1

  	
   

  	
  1.50

  	
  %

  	
  1.50

  	
  %

  	
  1.75

  	
  %

  
	
  Greater than 2.50 to 1

  	
   

  	
  1.75

  	
  %

  	
  1.75

  	
  %

  	
  2.00

  	
  %

  



 


“Asset Disposition”
means any sale, lease, transfer or other disposition (or series of related
sales, leases, transfers or dispositions) by the Borrower or any of its
Subsidiaries (other than Dividends or Tax Distributions to the extent permitted
under Section 8.4 or dispositions constituting a Recovery Event) of
all or any part of an interest in shares of Capital Stock of a Subsidiary of
the Borrower (other than directors’ qualifying shares and similar arrangements
required by Requirements of Law), property or other assets (each referred to
for the purposes of this definition as a “disposition”); provided  that
a disposition permitted by Section 8.3(a) through 8.3(g) or
Section 8.3(j) through 8.3(m) shall not constitute an Asset
Disposition for purposes of this definition.


 


“Assigned Dollar Value”
shall mean (i) in respect of any Borrowing denominated in Dollars, the
amount thereof, (ii) in respect of the undrawn amount of any Letter of
Credit denominated in an Alternative Currency, the Dollar Equivalent thereof
based upon the applicable Exchange Rate as of (a) the date of issuance of
such Letter of Credit, and (b) thereafter as of the first Business Day of
each month, (iii) in respect of any Letter of Credit reimbursement
obligations denominated in an Alternative Currency, the Dollar Equivalent
thereof determined based upon the applicable Exchange Rate as of the date such
reimbursement obligation was incurred and (iv) in respect of a Borrowing
denominated in an Alternative Currency, the Dollar Equivalent thereof based
upon the applicable Exchange Rate as of the last Exchange Rate Determination
Date; provided, however, in the case of Borrowings in an
Alternative Currency, if, as of the end of any Interest Period in respect of
such Borrowing, the Dollar Equivalent thereof determined based upon the
applicable Exchange Rate as of the date that is three Business Days before the
end of such Interest Period would be at least 5% more, or 5% less, than the “Assigned
Dollar Value” thereof that would otherwise be applicable, then on and after the
end of such Interest Period the “Assigned Dollar Value” of such Borrowing shall
be adjusted to be the Dollar Equivalent thereof determined based upon the
Exchange Rate that gave rise to such adjustment (subject to further adjustment
in accordance with this proviso thereafter), and the Administrative Agent shall
give the Borrower notice of such adjustment; provided, however,
that failure to give such notice shall not affect the Borrower’s Obligations
hereunder or result in any liability to the Administrative Agent.  The Assigned Dollar Value of a Loan included
in any Borrowing shall equal the pro rata portion of the Assigned Dollar Value
of such Borrowing represented by such Loan.


 


“Assignee” has the
meaning assigned to that term in Section 12.8(c).


 


4





















 


“Assignment and
Assumption Agreement” means an Assignment and Assumption Agreement
substantially in the form of Exhibit 12.8(c), executed by any
applicable Lender, as assignor, and such Lender’s assignee in accordance with Section 12.8.


 


“Attorney Costs”
means all reasonable fees and disbursements of any law firm or other external
counsel and the reasonable allocated cost of internal legal services, including
all reasonable disbursements of internal counsel.


 


“Attributable Debt”
means as of the date of determination thereof with respect to an Operating
Financing Lease, the net present value (discounted according to GAAP at the
cost of debt implied in the lease) of the obligations of the lessee for rental
payments during the then remaining term of such Operating Financing Lease.


 


“Available Equity
Proceeds” means, as of any date of determination, all Net Equity Proceeds
received by the Borrower after the Closing Date less the sum of the amounts
attributed to such proceeds that are utilized for (i) Restricted Payments
pursuant to Section 8.4(b), (ii) Unrestricted Investments
pursuant to Section 8.7(p), (iii) payments in respect of
Public Notes or Permitted Unsecured Debt pursuant to Section 8.11(i) and
(iv) Capital Expenditures pursuant to Section 9.1(b)(ii).


 


“Available Liquidity”
means, as of any date of determination, Cash, Cash Equivalents and Foreign Cash
Equivalents of the Borrower and its Subsidiaries plus the Total Available
Revolving Commitment as of such date.


 


“Available Revolving
Commitment” means, as to any Lender at any time an amount equal to the
amount, if any, by which (i) such Lender’s Revolving Commitment exceeds (ii) the
sum of (w) the Assigned Dollar Value of the aggregate principal amount of
Revolving Loans made by such Lender then outstanding, (x) such Lender’s Pro
Rata Share of the Assigned Dollar Value of LC Obligations, (y) such Lender’s
Pro Rata Share of the Assigned Dollar Value of the aggregate principal amount
of Swing Line Loans then outstanding and (z) such Lender’s Pro Rata Share of
the Overdraft Reserve, if any, at such time.


 


“Available
Unrestricted Subsidiary Investment Basket” means, as of any date of determination,
an amount equal to the Unrestricted Subsidiary Investment Basket, as of such
date, less the sum of the aggregate outstanding amount of Investments made in
Permitted Unconsolidated Ventures or Unrestricted Subsidiaries pursuant to Section 8.7(k)(i).


 


“Average Utilization”
has the meaning assigned to that term in Section 3.2(a).


 


“Bank Guarantee”
means a direct guarantee issued for the account of the Borrower, and, if
requested, a Subsidiary of the Borrower, pursuant to this Agreement by a Facing
Agent, in form acceptable to the Facing Agent, ensuring that a liability
acceptable to the Facing Agent of the Borrower or a Subsidiary of a Borrower to
a third Person will be met.


 


“Bankruptcy Code”
means Title I of the Bankruptcy Reform Act of 1978, as amended, as set forth in
Title 11 of the United States Code, as hereafter amended.


 


5





















 


“Base Rate” means
the greater of (i) the rate most recently announced by DB at its principal
office as its “prime rate”, which is not necessarily the lowest rate made
available by DB or (ii) the Federal Funds Rate plus 1/2 of 1% per
annum.  The “prime rate” announced by DB
is evidenced by the recording thereof after its announcement in such internal
publication or publications as DB may designate.  Any change in the Base Rate resulting from a
change in such “prime rate” announced by DB shall become effective without
prior notice to the Borrower as of 12:01 a.m. (New York City time) on the
Business Day on which each change in such “prime rate” is announced by DB.  DB may make commercial or other loans to
others at rates of interest at, above or below its “prime rate”.


 


“Base Rate Loan”
means any Loan which bears interest at a rate determined with reference to the
Base Rate.


 


“Benefited Lender”
has the meaning assigned to that term in Section 12.6(a).


 


“Board” means the
Board of Governors of the Federal Reserve System.


 


“Borrower” has the
meaning assigned to that term in the introduction to this Agreement.


 


“Borrowing” means
a group of Loans of a single Type made by the Lenders or the Swing Line Lender,
as appropriate, on a single date (or resulting from one or more conversions or
continuations, or a combination thereof, on a single date) and in the case of
Eurocurrency Loans, as to which a single Interest Period is, or on such date of
conversion or continuation, will be in effect; provided that Base Rate
Loans or Eurocurrency Loans acquired by a Replacement Lender pursuant to Section 3.7
shall be considered part of any related Borrowing of Eurocurrency Loans made,
converted or continued by the Replaced Lender.


 


“Business Day”  means (i) as it relates to any payment,
determination, funding or notice to be made or given in connection with any
Dollar-denominated Loan, or otherwise to be made or given to or from the
Administrative Agent, a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close; provided,
however, that when used in connection with a Eurocurrency Loan, the term
“Business Day” shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market; provided, further,
that when used in connection with any Letter of Credit, the term “Business Day”
shall also exclude any day on which commercial banks in the city in which the
Facing Agent for such Letter of Credit is domiciled are required by law to
close; and (ii) as it relates to any payment, determination, funding or
notice to be made or given in connection with any Loan or Letter of Credit
denominated in an Alternative Currency, any day (x) on which dealings in
deposits in the relevant Alternative Currency are carried out in the London
interbank market, and (y) on which commercial banks and foreign exchange markets
are open for business in London, New York City and the principal financial
center for such Alternative Currency. 
For purposes of this Agreement (other than for purposes of determining
the end of any applicable Interest Period and other than for purposes of any
Loan, Letter of Credit or action required to be taken outside of the United
States), “Business Day” shall not include Pioneer Day as recognized in the
State of Utah in any year.


 


6





















 


“BVBA Intercompany
Obligations” loans or advances made from time to time by Huntsman (Europe)
BVBA to any Foreign Subsidiary or by any Foreign Subsidiary to Huntsman
(Europe), BVBA in each case in connection with the customary day to day cash
management requirements of such Foreign Subsidiaries and Huntsman (Europe) BVBA’s
identity as a Belgian coordination center in connection with such customary day
to day cash management requirements.


 


“Capital Stock”
means, with respect to any Person, any and all shares, interests,
participations, rights in or other equivalent ownership interests (however
designated) in such Person’s capital stock, partnership interests, membership
interests or other equivalent interests and any rights (other than debt
securities convertible into or exchangeable for capital stock), warrants or
options exchangeable for or convertible into any such ownership interests.


 


“Capitalized Lease”
means, at the time any determination thereof is to be made, any lease of
property, real or personal, in respect of which the present value of the
minimum rental commitment is capitalized on the balance sheet of the lessee in
accordance with GAAP.


 


“Capitalized Lease
Obligation” means, at the time any determination thereof is to be made, the
amount of the liability in respect of a Capitalized Lease which would at such
time be required to be capitalized on the balance sheet of the lessee in
accordance with GAAP.


 


“Cash” means
money, currency or the available credit balance in a Deposit Account.


 


“Cash Equivalents”
means any Investment in (i) a marketable obligation, maturing within two
years after issuance thereof, issued by the United States of America or any
instrumentality or agency thereof, (ii) a certificate of deposit or banker’s
acceptance, maturing within one year after issuance thereof, issued by any
Lender, or a national or state bank or trust company organized and existing
under the laws of the United States or any state thereof or a European,
Canadian or Japanese bank, in each case having capital, surplus and undivided
profits of at least $100,000,000 and whose long-term unsecured debt has a
rating of “A” or better by S&P or “A2” or better by Moody’s or the
equivalent rating by any other nationally recognized rating agency (provided
that the aggregate face amount of all Investments in certificates of deposit or
bankers’ acceptances issued by the principal offices of or branches of European
or Japanese banks located outside the United States shall not at any time
exceed 33-1/3% of all Investments described in this definition), (iii) open
market commercial paper, maturing within 270 days after issuance thereof, which
has a rating of “A1” or better by S&P or “P1” or better by Moody’s, or the
equivalent rating by any other nationally recognized rating agency, (iv) repurchase
agreements and reverse repurchase agreements with a term not in excess of one
year with any financial institution which has been elected a primary government
securities dealer by the Board or whose securities are rated “AA-” or better by
S&P or “Aa3” or better by Moody’s or the equivalent rating by any other
nationally recognized rating agency relating to marketable direct obligations
issued or unconditionally guaranteed by the United States of America or any
agency or instrumentality thereof and backed by the full faith and credit of
the United States of America, (v) ”Money Market” preferred stock maturing
within six months after issuance thereof or municipal bonds issued by a
corporation organized under the laws of any state of the United States, which
has a rating of “A” or better by S&P or Moody’s or the equivalent rating by
any


 


7





















 


other nationally recognized rating agency, (vi) tax
exempt floating rate option tender bonds backed by letters of credit issued by
a national or state bank whose long-term unsecured debt has a rating of “AA” or
better by S&P or “Aa2” or better by Moody’s or the equivalent rating by any
other nationally recognized rating agency, and (vii) shares of any money
market mutual fund rated at least AAA or the equivalent thereof by S&P or
at least Aaa or the equivalent thereof by Moody’s or any other mutual fund
holding assets consisting (except for de minimis amounts)
of the type specified in clauses of (i) through (vi) above.


 


“Change of Control”
means the occurrence of one or more of the following events: (x) any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), other than Mr. Jon M. Huntsman, his spouse, direct
descendants, an entity controlled by any of the foregoing and/or by a trust of
the type described hereafter, and/or a trust for the benefit of any of the
foregoing (the “Huntsman Group”) or MatlinPatterson Global Opportunities
Partners L.P., or any Affiliate thereof (the “MP Group”), is or becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person shall be deemed to have “beneficial
ownership” of all securities that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of 35% or more of the then outstanding Voting
Securities of Huntsman Corporation; (y) any “person” or “group” (as such terms
are used in Sections 13(d) and 14(d) of the Exchange Act), other than
the Huntsman Group, the MP Group or Huntsman Corporation (or any successor
entity) is or becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial
ownership” of all securities that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of 35% or more of the then outstanding Voting
Securities of any Parent Company or the Borrower; or (z) the replacement of a
majority of the Board of Directors of Huntsman Corporation, the Board of
Directors or other group with similar powers of any Parent Company or the Board
of Managers of the Borrower over a two-year period from the managers or
directors who constituted such group, at the beginning of such period, and such
replacement shall not (A) have been approved by a vote of at least a
majority of the Board of Directors of Huntsman Corporation, the Board of
Directors or other group with similar powers of any Parent Company or the Board
of Managers of the Borrower, as the case may be, then still in office who
either were members of such group at the beginning of such period or whose
election as a member of such group was previously so approved or (B) have
been elected or nominated for election by one or more members of the Huntsman
Group.  Change of Control shall also mean
any “Change of Control” as defined in any Public Note Documents that occurs at
a time when the market price (as determined by the Administrative Agent) of the
Public Notes to which the “Change of Control” applies is less than 103% of the
principal amount thereof, or if as a result thereof the holders of such Public
Notes collectively put or tender in excess of $50,000,000 in the aggregate of
such Public Notes.


 


“Closing Date” has
the meaning assigned to that term in Section 12.16.


 


“Closing Date Country”
has the meaning assigned to that term in Section 7.13(b).


 


“Code” means the
Internal Revenue Code of 1986, as from time to time amended, including the
regulations proposed or promulgated thereunder, or any successor statute and
the regulations proposed or promulgated thereunder.


 


8





















 


“Collateral” means
all “Collateral” as defined in each of the Security Documents and all other
assets of each Credit Party pledged pursuant to any Security Document and any
other collateral pledged by any Credit Party to secure the Obligations.


 


“Collateral Agent”
means Deutsche Bank AG New York Branch in its capacity as Collateral Agent
under the Collateral Security Agreement or any successor Collateral Agent.


 


“Collateral Security
Agreement” has the meaning assigned to that term in Section 5.1(b).


 


“Commercial Letter of
Credit” means any letter of credit or similar instrument issued pursuant to
this Agreement for the purpose of supporting trade obligations of the Borrower
or any of its Subsidiaries in the ordinary course of business.


 


“Commitment”
means, with respect to each Lender, the aggregate of the Revolving Commitment
and Term Commitment, of such Lender and “Commitments” means such
commitments of all of the Lenders collectively.


 


“Commitment Fee”
has the meaning assigned to that term in Section 3.2(a).


 


“Commitment Period”
means, the period from and including the date hereof to but not including the
Revolver Termination Date or, in the case of the Swing Line Commitment, five (5) Business
Days prior to the Revolver Termination Date.


 


“Compliance
Certificate” has the meaning assigned to that term in Section 7.2(b).


 


“Consolidated Capital
Expenditures” shall mean, for the Borrower and its Subsidiaries, for any
period, the aggregate of all expenditures (whether paid in cash or accrued as
liabilities and including in all events all Capitalized Lease Obligations) by
the Borrower and its Subsidiaries during that period that, in conformity with
GAAP, are or are required to be included in the property, plant or equipment
reflected in the consolidated balance sheet of the Borrower and Investments in
LPC and Rubicon pursuant to Section 8.7(m).


 


“Consolidated Cash
Interest Expense” means, for any period, (i) Consolidated Interest
Expense, but excluding, however, interest expense not payable in cash,
amortization of discount and deferred financing costs, plus or minus, as the
case may be (ii) net amounts paid or received under Interest Rate
Agreements (with cap payments amortized over the life of the cap) and minus
interest income received in Cash or Cash Equivalents in respect of Investments
permitted hereunder.  For the purposes of
computing Consolidated Cash Interest Expense, the Consolidated Cash Interest
Expense for the fourth Fiscal Quarter of 2004 and the first and second Fiscal
Quarters of 2005 shall be $96.1 million, $95.3 million and $83.8 million,
respectively.


 


“Consolidated Debt”
means, at any time, without duplication, the sum of (i) all Indebtedness
of the Borrower and its Subsidiaries determined on a consolidated basis in
accordance with GAAP and other Indebtedness under Operating Financing Leases
incurred pursuant to Section 8.2(d), less Cash, Cash Equivalents
and Foreign Cash Equivalents not subject to any Lien (other than a Lien in
favor of the Administrative Agent and/or the Collateral Agent)


 


9





















 


or transfer
restriction and (ii) Indebtedness of Borrower and its Subsidiaries of the
type referred to in clause (x) of the definition of such term.


 


“Consolidated EBITDA”
means, for any applicable period, the Consolidated Net Income or Consolidated
Net Loss for such period, plus, to the extent deducted in determining the
foregoing without duplication (i) Consolidated Interest Expense for such
period, (ii) the provision for taxes based on income and foreign
withholding taxes for such period (including, without limitation, Tax
Distributions), (iii) depreciation and amortization expense in accordance
with GAAP, for such period, (iv) Permitted Restructuring Charges, and (v) any
call premiums paid in connection with any repayment or refinancing of Indebtedness
permitted hereunder and each write-off of deferred financing costs due to any
early extinguishment of Indebtedness permitted hereunder, in each case for the
Borrower and its Subsidiaries.  For
purposes of computing Consolidated EBITDA, (i) all components of
Consolidated EBITDA for any such applicable period shall be computed without
giving effect to any extraordinary gains or losses (in accordance with GAAP)
for such period or gains or losses, as the case may be, without duplication,
from the disposition of assets other than in the ordinary course of business as
determined in good faith by the Borrower and certified to by a Responsible
Officer of the Borrower to the Administrative Agent, such components
attributable to any business or assets that have been acquired or disposed of
during such period and (ii) the Consolidated EBITDA for the fourth Fiscal
Quarter of 2004 and the first and second Fiscal Quarters of 2005 shall be
$303.6 million, $445.9 million and
$380.5 million, respectively.


 


“Consolidated Interest
Expense” means, for any period, the total interest expense (including that
attributable to Capitalized Leases in accordance with GAAP) of the Borrower and
its Subsidiaries on a consolidated basis with respect to all outstanding
Indebtedness of the Borrower and its Subsidiaries, including, without
limitation, all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers’ acceptance financing, all as
determined on a consolidated basis for the Borrower and its Subsidiaries in
accordance with GAAP, as modified by the last sentence of this definition.  Notwithstanding anything in this definition
to the contrary, as used in this definition, the term “interest” shall include,
without limitation, any discount in respect of sales of Receivables Facility
Assets pursuant to a Permitted Accounts Receivable Securitization (regardless
of whether such discount would constitute interest expense as determined in
accordance with GAAP) and any net payments made or received by the Borrower and
its Subsidiaries with respect to Other Hedging Agreements entered into by the
Borrower or any of its Subsidiaries to protect against fluctuations in currency
values in connection with the Permitted Accounts Receivable Securitization, and
the term “discount” shall include any amounts which would be interest under
GAAP if the Permitted Accounts Receivable Securitization were a debt financing.


 


“Consolidated Net
Income” and “Consolidated Net Loss” mean, respectively, with respect
to any period, the aggregate of the net income (loss) of the Person in question
for such period, determined in accordance with GAAP on a consolidated basis,
provided that there shall be excluded the income (or loss) of a Person that is
not a consolidated Subsidiary, except to the extent of the amount of dividends
or other distributions actually paid to the Borrower or any of its Wholly-Owned
Subsidiaries by such Person during such period.


 


10





















 


“Consolidated Net
Tangible Assets” means, for any Person, the total assets of such Person and
its Subsidiaries, as determined from a consolidated balance sheet of such
Person and its consolidated Subsidiaries prepared in accordance with GAAP, but
excluding therefrom all items that are treated as goodwill and other intangible
assets under GAAP.


 


“Contaminant”
means any material with respect to which any Environmental Law imposes a duty,
obligation or standard of conduct, including without limitation any pollutant
contaminant (as those terms are defined in 42 U.S.C. §9601(33)), toxic
pollutant (as that term is defined in 33 U.S.C. 
§1362(13)), hazardous substance (as that term is defined in 42 U.S.C.
§9601(14)), hazardous chemical (as that term is defined by 29 CFR
§1910.1200(c)), hazardous waste (as that term is defined in 42 U.S.C.  §6903(5)), or any state or local equivalent
of such laws and regulations, including, without limitation, radioactive
material, special waste, polychlorinated biphenyls, asbestos, petroleum,
including crude oil or any petroleum-derived substance, (or any fraction
thereof), solid waste (as that term is defined in 42 U.S.C. § 6903(27)),
or breakdown or decomposition product thereof, or any constituent of any such
substance or waste, including but not limited to polychlorinated biphenyls and
asbestos.


 


“Contractual
Obligation” means, as to any Person, any provision of any Securities issued
by such Person or of any indenture or credit agreement or any agreement,
instrument or other undertaking to which such Person is a party or by which it
or any of its property is bound or to which such property may be subject.


 


“Credit Event”
means the making of any Loan or the issuance of any Letter of Credit.


 


“Credit Exposure”
has the meaning assigned to that term in Section 12.8(b).


 


“Credit Party”
means the Borrower, each Subsidiary Guarantor and any guarantor which may
hereafter enter into a Guaranty with respect to the Obligations.


 


“Customary Permitted
Liens” means:


 


(i)                                     Liens
for taxes, assessments, governmental charges or levies not yet due and payable
or which are being contested in good faith by appropriate proceedings
diligently pursued, provided that (x) any proceedings commenced for the
enforcement of such Liens shall have been stayed or suspended within 30 days of
the commencement thereof and (y) provision for the payment of all such taxes,
assessments, governmental charges or levies known to such Person has been made
on the books of such Person to the extent required by GAAP;


 


(ii)                                  mechanics’,
processor’s, materialmen’s, carriers’, warehouse-men’s, landlord’s and similar
Liens arising by operation of law and arising in the ordinary course of
business and securing obligations of such Person that are not overdue for a
period of more than 30 days or are being contested in good faith by appropriate
proceedings diligently pursued, provided that (x) any proceedings commenced for
the enforcement of such Liens shall have been stayed or suspended within 30
days of the commencement thereof and (y) provision for the payment of such
Liens has been made on the books of such Person to the extent required by GAAP;


 


11





















 


(iii)                               Liens
arising in connection with worker’s compensation, unemployment insurance, old
age pensions and social security benefits which are not overdue or are being
contested in good faith by appropriate proceedings diligently pursued, provided
that (A) any proceedings commenced for the enforcement of such Liens shall
have been stayed or suspended within 30 days of the commencement thereof and (B) provision
for the payment of such Liens has been made on the books of such Person to the
extent required by GAAP;


 


(iv)                              (x)                                   Liens
incurred or deposits made in the ordinary course of business to secure the
performance of bids, tenders, statutory obligations, fee and expense
arrangements with trustees and fiscal agents (exclusive of obligations incurred
in connection with the borrowing of money or the payment of the deferred
purchase price of property) and customary deposits granted in the ordinary
course of business under Operating Financing Leases and (y) Liens securing
surety, indemnity, performance, appeal and release bonds, provided that full
provision for the payment of all such obligations has been made on the books of
such Person to the extent required by GAAP;


 


(v)                                 Permitted
Real Property Encumbrances;


 


(vi)                              attachment,
judgment or other similar Liens arising in connection with court or arbitration
proceedings involving individually and in the aggregate liability of $50,000,000
or less at any one time, provided the same are discharged, or that execution or
enforcement thereof is stayed pending appeal, within 60 days or, in the case of
any stay of execution or enforcement pending appeal, within such lesser time
during which such appeal may be taken;


 


(vii)                           leases
or subleases granted to others not interfering in any material respect with the
business of the Borrower or any of its Subsidiaries and any interest or title
of a lessor under any lease permitted by this Agreement or the Security
Documents;


 


(viii)                        customary
rights of set off, revocation, refund or chargeback under deposit agreements or
under the UCC of banks or other financial institutions where the Borrower or
any of its Subsidiaries maintains deposits in the ordinary course of business
permitted by this Agreement; and


 


(ix)                                Environmental
Liens, to the extent that (w) any proceedings commenced for the enforcement of
such Liens shall have been suspended or are being contested in good faith, (x)
provision for all liability and damages that are the subject of said
Environmental Liens has been made on the books of such Person to the extent
required by GAAP and (y) such Liens do not relate to obligations exceeding
$10,000,000 in the aggregate at any one time; and (z) Liens in favor of customs
and revenue authorities arising as a matter of law to secure payment of custom
duties in connection with the importation of goods so long as such Liens attach
only to the imported goods and provided that such duties are not yet due or are
being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person in accordance with GAAP.


 


“DB” means
Deutsche Bank AG New York Branch and its successors.


 


12





















 


“DBTCA” has the
meaning assigned to that term in the Recitals to this Agreement.


 


“Default Rate”
means a variable rate per annum which shall be two percent (2%) per annum plus
either (i) the then applicable interest rate hereunder in respect of the
amount on which the Default Rate is being assessed or (ii) if there is no
such applicable interest rate, the Base Rate plus the Applicable Base Rate
Margin, but in no event in excess of that permitted by applicable law.


 


“Defaulting Lender”
means any Lender with respect to which a Lender Default is in effect.


 


“Deposit Account”
means a demand, time, savings, passbook or like account with a bank, savings
and loan association, credit union or like organization, other than an account
evidenced by a negotiable certificate of deposit.


 


“Dividends” has
the meaning assigned to that term in Section 8.4(a).


 


“Documents” means
the Loan Documents and the Transaction Documents.


 


“Dollar” and “$”
means the lawful currency of the United States of America.


 


“Dollar Equivalent”
means, at any time, (i) as to any amount denominated in Dollars, the
amount thereof at such time, and (ii) as to any amount denominated in any
Alternative Currency, the equivalent amount in Dollars as determined by the
Administrative Agent at such time on the basis of the Spot Rate.


 


“Domestic Subsidiary”
means any Subsidiary other than a Foreign Subsidiary not a party to the
Subsidiary Guaranty or a guaranty delivered pursuant to Section 7.13(c).


 


“Dutch Mixer”
means Huntsman Investments (Netherlands) B.V., a direct Wholly-Owned Subsidiary
of UK Holdco 2, organized under the laws of the Netherlands.


 


“Eligible Assignee”
means a commercial bank, investment company, financial institution, financial
company, Fund (whether a corporation, partnership, trust or other entity) or
insurance company in each case, together with its Affiliates or Related Funds,
which makes, purchases, holds or otherwise invests in commercial loans or other
similar extensions of credit in the ordinary course of its business or any
other Person approved by the Administrative Agent and the Borrower, such
approval not to be unreasonably withheld or delayed.


 


“Environmental Claim”
means any notice of violation, claim (including common law claims), suit,
written demand, abatement order, or other order or directive (conditional or
otherwise), by any Governmental Authority or any Person for any damage,
personal injury (including sickness, disease or death), tangible or intangible
property damage, contribution, cost recovery, indemnity, indirect or
consequential damages, damage to the environment, or for nuisance, pollution,
contamination or other adverse effects on the environment, human health, or
natural resources, or for fines, penalties, restrictions or injunctive relief,
resulting from or based upon (i) the occurrence or existence of a Release
or substantial threat of a material Release


 


13





















 


(whether sudden or
non-sudden or accidental or non-accidental) of, or exposure to, any Contaminant
in, into or onto the environment at, in, by, from or related to any real estate
owned, leased or operated at any time by the Borrower or any of its
Subsidiaries (the “Premises”), (ii) the use, handling, generation,
transportation, storage, treatment or disposal of Contaminants in connection
with the operation of any Premises, or (iii) the violation, or alleged
violation, of any Environmental Laws relating to environmental matters
connected with the Borrower’s operations or any Premises.


 


“Environmental Laws”
means any and all applicable foreign, federal, state or local laws, statutes,
ordinances, codes, rules or regulations or orders, decrees, judgments or
directives issued by a Governmental Authority, or Environmental Permits or
Remedial Action standards, levels or objectives imposing liability or standards
of conduct for or relating to the protection of health, safety or the
environment, including, but not limited to, the following United States statutes,
as now written and hereafter amended: 
the Water Pollution Control Act, as codified in 33 U.S.C. §1251 et
seq., the Clean Air Act, as codified in 42 U.S.C. §7401 et seq., the
Toxic Substances Control Act, as codified in 15 U.S.C. §2601 et seq., the
Solid Waste Disposal Act, as codified in 42 U.S.C. §6901 et seq., the
Comprehensive Environmental Response, Compensation and Liability Act, as
codified in 42 U.S.C. §9601 et seq., the Emergency Planning and
Community Right-to-Know Act of 1986, as codified in 42 U.S.C. §11001 et seq.,
and the Safe Drinking Water Act, as codified in 42 U.S.C. §300f et seq.,
and any related regulations, as well as all state and local equivalents.


 


“Environmental Lien”
means a Lien in favor of any Governmental Authority for (i) any liability
under Environmental Laws or Environmental Permits, or (ii) damages
relating to, or costs incurred by such Governmental Authority in response to, a
Release or threatened Release of a Contaminant into the environment.


 


“Environmental Permits”
means any and all permits, licenses, certificates, authorizations or approvals
of any Governmental Authority required by Environmental Laws or necessary or
reasonably required for the current and anticipated future operation of the
business of the Borrower or any Subsidiary of the Borrower.


 


“ERISA” means the
Employee Retirement Income Security Act of 1974, as from time to time amended.


 


“ERISA Affiliate”
means, with respect to any Person, any trade or business (whether or not
incorporated) which, together with such Person, is under common control as
described in Section 414(c) of the Code, is a member of a “controlled
group”, as defined in Section 414(b) of the Code, or is a member of
an “affiliated service group”, as defined in Section 414(m) of the Code
which includes such Person.  Unless
otherwise qualified, all references to an “ERISA Affiliate” in this Agreement
shall refer to an ERISA Affiliate of the Borrower or any Subsidiary.


 


“Euro” means the
lawful currency adopted by or which is adopted by participating member states
of the European Community relating to Economic and Monetary Union.


 


14





















 


“Eurocurrency Loan”
means any Loan bearing interest at a rate determined by reference to the
Eurocurrency Rate.


 


“Eurocurrency Rate”
means


 


(i)                                     in
the case of Dollar denominated loans, (A) the rate per annum equal to the
rate determined by Administrative Agent to be the offered rate that appears on
the Telerate Screen that displays an average British Bankers Association
Interest Settlement Rate for deposits in Dollars (for delivery on the first day
of such interest period) with a term equivalent to such interest period,
determined as of approximately 11:00 a.m. (London time) on the applicable
Interest Rate Determination Date and, in the event such rate is not available, (B) the
arithmetic average (rounded up to the nearest 1/100th of 1%) of the
offered quotation in the interbank eurodollar market by the Reference Lenders
to first class banks for Dollar deposits of amounts in immediately available
funds with a term comparable to the interest period for which a Eurocurrency
Rate is determined, as of 11:00 a.m. (London time) on the applicable
Interest Rate Determination Date; or


 


(ii)                                  in
the case of Euro denominated loans, (A) the rate per annum equal to the
rate determined by Administrative Agent to be the offered rate that appears on
the appropriate page of the Telerate Screen that displays EURIBOR (for
delivery on the first day of such interest period) with a term equivalent to
such interest period, determined as of approximately 11:00 a.m. (London
time) on the applicable Interest Rate Determination Date and, in the event such
rate is not available, (B) the arithmetic average (rounded up to the
nearest 1/100th of 1%) of the offered quotation in the European
interbank market by the Reference Lenders for Euro deposits of amounts in
immediately available funds with a term comparable to the interest period for
which a Eurocurrency Rate is determined, as of 11:00 a.m. (London time) on
the applicable Interest Rate Determination Date; or


 


(iii)                               in the case of Sterling
denominated loans, (A) the rate per annum equal to the rate determined by
Administrative Agent to be the offered rate that appears on the appropriate page of
the Telerate Screen that displays LIBOR (for delivery on the first day of such
interest period) with a term equivalent to such interest period, determined as
of approximately 11:00 a.m. (London time) on the applicable Interest Rate
Determination Date and, in the event such rate is not available, (B) the
arithmetic average (rounded up to the nearest 1/100th of 1%) of the
offered quotation in the London interbank market by the Reference Lenders for
Sterling deposits of amounts in immediately available funds with a term
comparable to the interest period for which a Eurocurrency Rate is determined,
as of 11:00 a.m. (London time) on the applicable Interest Rate
Determination Date.


 


In the
case of Swing Line Loans maintained at the Quoted Rate and Eurocurrency Loans,
the cost of the Lenders of complying with any Eurocurrency Reserve


 


15





















 


Requirements
will be added to the interest rate computed in the manner set forth in Schedule 1.1(b).


 


“Eurocurrency Reserve
Requirements” means, for any day as applied to a Eurocurrency Loan, the
aggregate (without duplication) of the maximum rates (expressed as a decimal
fraction) of reserve liquid asset or similar requirements in effect on such day
(including, without limitation, basic, supplemental, marginal and emergency
reserves under any regulations of the Board or other Governmental Authority
having jurisdiction with respect thereto), including without limitation, under
regulations issued from time to time by (a) the Board, (b) any Governmental
Authority of the jurisdiction of the relevant currency or (c) any
Governmental Authority of any jurisdiction in which advances in such currency are
made to which banks in any jurisdiction are subject for any category of
deposits or liabilities customarily used to fund loans in such currency or by
reference to which interest rates applicable to loans in such currency are
determined, including Mandatory Costs.


 


“Event of Default”
has the meaning assigned to that term in Section 10.1.


 


“Excess Cash Flow”
means, an amount not less than zero calculated as of the close of business on March 31
of each year (commencing March 31, 2006), equal to (i) the sum of (a) the
average daily aggregate Total Available Revolving Commitment during the period
of February 1 through and including March 31 of such year plus
(b) the amount, if any, by which the average available capacity under
Receivables Documents in existence during such period and subject to any
limitations on availability contained therein during the period of February 1
through and including March 31 of such year exceeds the actual average
Receivables Facility Attributed Indebtedness outstanding during the same period
plus (c) the average daily balance of Cash, Cash Equivalents and
the Dollar Equivalent as of March 31 of Foreign Cash Equivalents, held
during the period February 1 through and including March 31 of such
year, less (ii) the sum of (w) the aggregate amount of Net Sale
Proceeds from Asset Dispositions during the preceding twelve months, to the extent
not reinvested prior to March 31 of such year, plus (x) the
aggregate amount during the preceding twelve months of cash proceeds from
Recovery Events received by the Borrower or any of its Subsidiaries during the
preceding twelve months, to the extent not reinvested prior to March 31 of
such year, plus (y) $800,000,000.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended and as codified in 15
U.S.C. §78a et seq. and as hereafter amended.


 


“Exchange Rate”
shall mean, on any day, (i) with respect to any Alternative Currency, the
Spot Rate at which Dollars are offered on such day by the Administrative Agent
in London or New York (as selected by the Administrative Agent) for such
Alternative Currency at approximately 11:00 A.M. (London time or New York
time, as applicable), and (ii) with respect to Dollars in relation to any
specified Alternative Currency, the Spot Rate at which such specified
Alternative Currency is offered on such day by the Administrative Agent in
London or New York for Dollars at approximately 11:00 A.M. (London time or
New York time, as applicable).  The
Administrative Agent shall provided the Borrower with the then current Exchange
Rate from time to time upon the Borrower’s request therefor.


 


16





















 


“Exchange Rate
Determination Date” means (i) for purposes of the determination of the
Exchange Rate of any stated amount on any Business Day in relation to any
Borrowing of Revolving Loans or Swing Line Loans in an Alternative Currency, (A) the
date which is two Business Days prior to such Borrowing in the case of a
Borrowing denominated in Euros or (B) the date of such Borrowing in the
case of a Borrowing denominated in Sterling, (ii) for purposes of the
determination of the Exchange Rate of any Stated Amount in relation to any
issuance of any Letter of Credit, on the date of such issuance and (iii) for
the purpose of determining the Exchange Rate to make determinations pursuant to
Section 4.4(a), the last Business Day of each calendar month.


 


“Facility” means
any of the credit facilities established under this Agreement, i.e., any
of the Term Facilities or the Revolving Facility.


 


“Facing Agent”
means each of DB (in each case, including DB acting through any branch or
Affiliate) and any other Lender agreed to by such Lender, the Borrower and the
Administrative Agent.


 


“Federal Funds Rate”
means on any one day, the rate per annum equal to the weighted average (rounded
upwards, if necessary, to the nearest 1/100th of 1%) of the rate on overnight
federal funds transactions with members of the Federal Reserve System only
arranged by federal funds brokers, as published as of such day by the Federal
Reserve Bank of New York, or, if such rate is not so published, the average of
the quotations for such day on such transactions received by DB from three
federal funds brokers of recognized standing selected by DB.


 


“Fee Letter” means
the letter agreement with respect to fees related to this Agreement between the
Borrower, DB and Deutsche Bank Securities Inc. dated on or before the Closing
Date.


 


“Fiscal Quarter”
has the meaning assigned to that term in Section 7.12.


 


“Fiscal Year” has
the meaning assigned to that term in Section 7.12.


 


“Foreign Cash
Equivalents” means (i) debt securities with a maturity of 365 days or
less issued by any member nation of the European Union, Switzerland or any
other country whose debt securities are rated by S&P and Moody’s A-1 or P-1,
or the equivalent thereof (if a short-term debt rating is provided by either) or
at least AA or Aa2, or the equivalent thereof (if a long-term unsecured debt
rating is provided by either)(each such jurisdiction, an “approved
jurisdiction”), or any agency or instrumentality of an approved
jurisdiction, provided that the full faith and credit of the approved
jurisdiction is pledged in support of such debt securities or such debt
securities constitute a general obligation of the approved jurisdiction and (ii) debt
securities in an aggregate principal amount not to exceed the Dollar Equivalent
of $20,000,000 with a maturity of 365 days or less issued by any nation in
which the Borrower or its Subsidiaries has cash which is the subject of
restrictions on export or any agency or instrumentality of such nation,
provided that the full faith and credit of such nation is pledged in support of
such debt securities or such debt securities constitute a general obligation of
such nation.


 


17





















 


“Foreign Document
Criteria” has the meaning assigned to that term in Section 7.13(b).


 


“Foreign Factoring
Transactions” means transactions (other than pursuant to any Permitted
Accounts Receivable Securitization) for the sale or discounting of (i) the
Accounts Receivable of a Foreign Subsidiary not party to any Foreign
Intercompany Loan Document and/or (ii) of letters of credit the
beneficiary of which is a Foreign Subsidiary not party to any Foreign
Intercompany Loan Document.


 


“Foreign Intercompany
Loan Documents” means the Foreign Intercompany Notes and the Foreign
Intercompany Loan Security Documents.


 


“Foreign Intercompany
Loan Security Documents” means each security agreement, mortgage,
agreement, assignment, security agreement, instrument, document, guarantee,
pledge agreement, collateral assignment, subordination agreement and other
collateral documents in the nature of any of the foregoing, each in form and
substance reasonably satisfactory to the Administrative Agent, entered into by
a Foreign Subsidiary of the Borrower in favor of UK Holdco 1 or Dutch Mixer.


 


“Foreign Intercompany Note” means any of (i)
any demand promissory note (or a promissory note payable on a date reasonably
satisfactory to the Administrative Agent) issued by a Foreign Subsidiary
directly to UK Holdco 1 substantially in the form of Exhibit 1.1(b) or
such other form or payee that is satisfactory to the Administrative Agent; (ii)
the BVBA Intercompany Obligations; (iii) any intercompany loan evidenced by a
promissory note (in substantially the same form as the existing pledged
intercompany notes of Huntsman Finco or in such other form as may be reasonably
satisfactory to the Administrative Agent) made by Huntsman Finco directly to
Huntsman (Europe) BVBA or to any other Foreign Subsidiary approved in advance
by the Administrative Agent (including, without limitation, the UK Petrochem
Holdings Note), which promissory note shall be pledged as Collateral to the
Administrative Agent and (iv) the demand promissory notes existing immediately
prior to giving effect to the Merger payable by Foreign Subsidiaries of HLLC to
HLLC or to one of its Domestic Subsidiaries and outstanding on the Closing
Date.


 


“Foreign Pension Plan”
means any plan, fund (including, without limitation, any super-annuation fund)
or other similar program established or maintained outside of the United States
of America by the Borrower or one or more of its Subsidiaries or its Affiliates
primarily for the benefit of employees of the Borrower or such Subsidiaries or
its Affiliates residing outside the United States of America, which plan, fund,
or similar program provides or results in, retirement income, a deferral of
income in contemplation of retirement or payments to be made upon termination
of employment, and which is not subject to ERISA or the Code.


 


“Foreign Requirements
of Law” has the meaning assigned to that term in Section 7.13(b).


 


“Foreign Subsidiary”
means any Subsidiary that is organized under the laws of a jurisdiction other
than the United States of America or any state thereof or the District of
Columbia and that is not a Subsidiary Guarantor.


 


18





















 


“Fund” means a
Person that is a fund that makes, purchases, holds or otherwise invests in
commercial loans or similar extensions of credit in the ordinary course of its
business.


 


“GAAP” means
generally accepted accounting principles in the United States of America as in
effect from time to time.


 


“Governmental
Authority” means any nation or government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial,
taxing, regulatory or administrative functions of government.


 


“Guarantee Obligations”
means, as to any Person, without duplication, any direct or indirect obligation
of such Person guaranteeing or intended to guarantee any Indebtedness,
Capitalized Lease or Operating Financing Lease, dividend or other obligation (“primary
obligations”) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including, without limitation, any obligation
of such Person, whether or not contingent: 
(i) to purchase any such primary obligation or any property
constituting direct or indirect security therefor; (ii) to advance or
supply funds (x) for the purchase or payment of any such primary obligation, or
(y) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor; (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation; or (iv) otherwise to assure or
hold harmless the owner of such primary obligation against loss in respect
thereof; provided, however, that the term Guarantee Obligations
shall not include any endorsements of instruments for deposit or collection in
the ordinary course of business.  The
amount of any Guarantee Obligation at any time shall be deemed to be an amount
equal to the lesser of (x) the stated or determinable amount at such time of
the primary obligation in respect of which such Guarantee Obligation is made or
(y) the maximum amount for which such Person may be liable pursuant to the terms
of the instrument embodying such Guarantee Obligation; or, if not stated or
determinable, the maximum liability (assuming full performance) in respect
thereof reasonably anticipated at such time.


 


“Guaranteed
Obligations” means (i) the full and prompt payment when due (whether
at the stated maturity, by acceleration or otherwise) of the principal and
interest (whether such interest is allowed as a claim in a bankruptcy
proceeding with respect to the Borrower or otherwise) on each Note issued by
the Borrower to each Lender, and Loans made under this Agreement and all
reimbursement obligations and Unpaid Drawings with respect to Letters of
Credit, together with all other obligations (including obligations which, but
for the automatic stay under Section 362(a) of the Bankruptcy Code,
would become due) and liabilities (including, without limitation, indemnities,
fees and interest thereon) of the Borrower to such Lender now existing or
hereafter incurred under, arising out of or in connection with this Agreement
or any other Loan Documents and the due performance and compliance with all
terms, conditions and agreements contained in the Loan Documents by the
Borrower and (ii) the full and prompt payment when due (whether by
acceleration or otherwise) of all obligations (including obligations which, but
for the automatic stay under Section 362(a) of the Bankruptcy Code,
would become due) of the Borrower (or, if permitted by Section 8.2,
its Subsidiaries) owing under any Interest Rate Agreement or Other Hedging Agreement
or any Overdraft Facility entered into by the Borrower or any of its
Subsidiaries with any Lender or any Affiliate thereof


 


19





















 


(even if such Lender
subsequently ceases to be a Lender under this Agreement for any reason) so long
as such Lender or Affiliate participates in such Interest Rate Agreement or
Other Hedging Agreement or Overdraft Facility, as the case may be, and their
subsequent assigns, if any, whether or not in existence or hereafter arising,
and the due performance and compliance with all terms, conditions and
agreements contained therein.


 


“Guaranty” means,
collectively, (i) the Subsidiary Guaranty and (ii) each guaranty
delivered by a Foreign Subsidiary pursuant to Section 7.13, in each
case as the same may be amended, supplemented or otherwise modified from time
to time.


 


“Headquarters Mortgage
Loan Documents” means a mortgage or deed of trust, assignment of rents and
leases and other customary mortgage loan documents entered into by Huntsman
Headquarters Corporation, a Utah corporation, in connection with the mortgaging
of the building located at 500 Huntsman Way, Salt Lake City, Utah and any
agreements or documents entered into by Huntsman Headquarters Corporation
evidencing the renewal, replacement or refinancing of the Indebtedness governed
thereby in an amount not to exceed the principal amount thereof on the Closing
Date.


 


“Headquarters
Subsidiary Guaranty Agreement” has the meaning assigned to that term in Section 5.1(d)(ii) of
this Agreement.


 


“HLLC” has the
meaning assigned to that term in the recitals to this Agreement.


 


“Huntsman Affiliate”
means Huntsman Corporation or any of its Affiliates (other than the Borrower
and its Subsidiaries).


 


“Huntsman Corporation”
means Huntsman Corporation, a Delaware corporation.


 


“Huntsman Finco”
means Huntsman International Financial LLC, a direct Wholly-Owned Subsidiary of
the Borrower that is a limited liability company formed under the laws of
Delaware.


 


“Huntsman Group”
has the meaning assigned to that term in the definition of “Change in Control”
in this Section 1.1.


 


“Indebtedness”
means, as applied to any Person (without duplication):


 


(i)                                all
obligations of such Person for borrowed money;


 


(ii)                             the
deferred and unpaid balance of the purchase price of assets or services (other
than trade payables and other accrued liabilities incurred in the ordinary
course of business that are not overdue by more than 90 days unless being
contested in good faith) which purchase price is (x) due more than six months
from the date of incurrence of the obligation in respect thereof or (y)
evidenced by a note or a similar written instrument;


 


(iii)                          all
Capitalized Lease Obligations;


 


20





















 


(iv)                         all
indebtedness secured by any Lien (other than Customary Permitted Liens) on any
property owned by such Person, whether or not such indebtedness has been
assumed by such Person or is nonrecourse to such Person;


 


(v)                            notes
payable and drafts accepted representing extensions of credit whether or not
representing obligations for borrowed money (other than such notes or drafts
for the deferred purchase price of assets or services which does not constitute
Indebtedness pursuant to clause (ii) above);


 


(vi)                         indebtedness
or obligations of such Person, in each case, evidenced by bonds, notes or
similar written instruments;


 


(vii)                      the face
amount of all letters of credit and bankers’ acceptances issued for the account
of such Person, and without duplication, all drafts drawn thereunder other
than, in each case, commercial or standby letters of credit or the functional
equivalent thereof issued in connection with performance, bid or advance
payment obligations incurred in the ordinary course of business, including,
without limitation, performance requirements 
under workers compensation or similar laws;


 


(viii)                   all obligations
of such Person under Interest Rate Agreements or Other Hedging Agreements;


 


(ix)                           Guarantee
Obligations of such Person;


 


(x)                              the
aggregate outstanding amount of Receivables Facility Attributed Indebtedness or
the gross proceeds from any similar transaction, regardless of whether such
transaction is effected without recourse to such Person or in a manner that
would not otherwise be reflected as a liability on a balance sheet of such
Person in accordance with GAAP; and


 


(xi)                           the
Attributable Debt of any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product to which
such Person is a party, where such transaction is considered borrowed money
indebtedness for tax purposes but is classified as an operating lease in
accordance with GAAP;


 


provided,
however, notwithstanding the foregoing, “Indebtedness” shall not include
(1) deferred taxes or indebtedness of Borrower and/or its Subsidiaries
incurred to finance insurance premiums, if (a) such indebtedness is
unsecured (except as permitted by Section 8.1(k)), and (b) is
in a principal amount not in excess of the casualty and other insurance
premiums to be paid by Borrower and/or its Subsidiaries for a three year period
beginning on the date of any incurrence of such indebtedness or (2) indebtedness
in respect of the subordinated notes due 2007 originally issued by HLLC;
provided, that an amount sufficient to redeem such notes has been deposited
with the trustee for such noteholders on the Closing Date and such notes are in
fact redeemed on or before the date 45 days after the Closing Date.


 


“Indemnified Party”
has the meaning assigned to that term in Section 12.4(a).


 


21





















 


“Initial Borrowing”
means the first Borrowing by the Borrower under this Agreement.


 


“Initial Loan”
means the first Loan made by the Lenders under this Agreement.


 


“Intellectual Property”
has the meaning assigned to that term in Section 6.19.


 


“Intercompany Loan”
has the meaning assigned to that term in Section 8.7(h);


 


“Intercompany Note”
means either (i) the UK Holdco Note or (ii) a Foreign Intercompany
Note.


 


“Intercreditor
Agreement” means that certain Intercreditor Agreement, dated the date
hereof, by and among the Collateral Agent, Administrative Agent, DB as
beneficiary of the Mortgages, HSBC Bank USA, National Association (as successor
to HSBC Bank USA), as trustee for the Senior Secured Notes and the Borrower, in
the form of Exhibit B to the Collateral Security Agreement, as amended,
modified or supplemented in accordance with the terms thereof.


 


“Interest Coverage
Ratio” means, for any period, the ratio of Consolidated EBITDA to
Consolidated Cash Interest Expense for such period.


 


“Interest Payment Date”
means (i) as to any Base Rate Loan, each Quarterly Payment Date to occur
while such Loan is outstanding, (ii) as to any Eurocurrency Loan having an
Interest Period of three months or less, the last day of the Interest Period
applicable thereto and (iii) as to any Eurocurrency Loan having an
Interest Period longer than three months, each three (3) month anniversary
of the first day of the Interest Period applicable thereto and the last day of
the Interest Period applicable thereto; provided, however, that,
in addition to the foregoing, each of (A) the Revolver Termination Date,
and (B) the Term B Loan Maturity Date, shall be deemed to be an “Interest
Payment Date” with respect to any interest which is then accrued hereunder for
such Loan.


 


“Interest Period”
has the meaning assigned to that term in Section 3.4.


 


“Interest Rate
Agreement” means any interest rate swap agreement, cross-currency interest
rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate futures contract, interest rate option contract or
other similar agreement or arrangement to which the Borrower or any Subsidiary
is a party.


 


“Interest Rate
Determination Date” means the date for calculating the Eurocurrency Rate
for an Interest Period, which date shall be (i) in the case of any
Eurocurrency Loan in Dollars, the second Business Day prior to first day of the
related Interest Period for such Loan or (ii) in the case of any
Eurocurrency Loan in an Alternative Currency, the date on which quotations
would ordinarily be given by prime banks in the London interbank market for
deposits in the Applicable Currency for value on the first day of the related
Interest Period for such Eurocurrency Loan; provided, however, that if for any
such Interest Period with respect to an Alternative Currency Loan, quotations
would ordinarily be given on more than one date, the Interest Rate
Determination Date shall be the last of those dates.


 


22





















 


“Inventory” means,
inclusively, all inventory as defined in the Uniform Commercial Code in effect
in the State of New York from time to time and all goods, merchandise and other
personal property wherever located, now owned or hereafter acquired by the
Borrower or any of its Subsidiaries of every kind or description which are held
for sale or lease or which are furnished or to be furnished under a contract of
service or are raw materials, work-in-process or materials used or consumed or
to be used or consumed in the Borrower’s or any of its Subsidiaries’
businesses.


 


“Investment”
means, as applied to any Person, (i) any direct or indirect purchase or
other acquisition by that Person of, or a beneficial interest in, Securities of
any other Person, or a capital contribution by that Person to any other Person,
(ii) any direct or indirect loan or advance by that person to any other
Person (other than prepaid expenses or Accounts Receivable created or acquired
in the ordinary course of business), including all Indebtedness of such Person
arising from a sale of property by such first Person other than in the ordinary
course of its business or (iii) any purchase by that Person of all or a
significant part of the assets of a business conducted by another Person.  The amount of any Investment by any Person on
any date of determination shall be the sum of the acquisition price of the
gross assets acquired by such Person (including the amount of any liability
assumed in connection with the acquisition by such Person to the extent such
liability would be reflected as a liability on a balance sheet prepared in
accordance with GAAP) plus all additional capital contributions or
purchase price and earnout adjustments (positive or negative) paid (or
credited) in respect thereof, without any adjustments for increases or
decreases in value, or write-ups, write-downs or write-offs with respect to
such Investment minus the amount of all cash returns of principal or
capital thereon, cash dividends thereon and other cash returns on investment
thereon or liabilities expressly assumed by another Person (other than the
Borrower or another Subsidiary of the Borrower) in connection with the sale of
such Investment.  Whenever the term “outstanding”
is used in this Agreement with reference to an Investment, it shall take into
account the matters referred to in the preceding sentence.


 


“IRIC” means
International Risk Insurance Company, a Vermont corporation.


 


“IRS” means the
United States Internal Revenue Service, or any successor or analogous
organization.


 


“Issuer” means the
issuer under, and as defined in, the relevant Receivables Documents.


 


“Joint Venture”
means any corporation, partnership, limited liability company, joint venture or
other similar legal arrangement (whether created by contract or conducted
through a separate legal entity) now or hereafter formed by the Borrower or any
of its Subsidiaries with another Person in order to conduct a common venture or
enterprise with such Person.


 


“LC Commission”
has the meaning assigned to that term in Section 2.9(e)(ii).


 


“LC Obligations”
means, at any time, an amount equal to the sum of (i) the Assigned Dollar
Value of the aggregate Stated Amount of the then outstanding Letters of Credit


 


23





















 


and (ii) the
Assigned Dollar Value of the aggregate amount of drawings under Letters of
Credit which have not then been reimbursed pursuant to Section 2.9(c).  The LC Obligation of any Revolving Lender at
any time shall mean the Dollar Equivalent of its Pro Rata Share of the Assigned
Dollar Value of the aggregate LC Obligations outstanding at such time.


 


“Lender” and “Lenders”
have the respective meanings assigned to those terms in the introduction to
this Agreement and shall include any Person that becomes a “Lender” pursuant to
Section 12.8 and any Person that becomes a Lender in connection
with the issuance of Additional Term Loans pursuant to Section 2.1(a)(ii).


 


“Lender Default”
means (i) the refusal (which has not been retracted) of a Lender (x) to
make available its portion of any Borrowing when the conditions precedent
thereto, in the determination of the Administrative Agent, have been met, or
(y) to fund its portion of any unreimbursed payment under Section 2.9(d) or
(ii) a Lender having notified in writing the Borrower and/or the
Administrative Agent that it does not intend to comply with its obligations
under Section 2.1 or Section 2.9(d), as a result of any
takeover of such Lender by any regulatory authority or agency.


 


“Lending Office”
means, with respect to each Lender, the office specified under such Lender’
name on the administrative questionnaire delivered to the Administrative Agent
on or prior to the Closing Date, or on the signature page to any
Assignment and Assumption Agreement, with respect to each Type of Loan or such
other office as such Lender may designate in writing from time to time to
Borrower and Administrative Agent with respect thereto.


 


“Letter of Credit
Amendment Request” has the meaning assigned to that term in Section 2.9(b).


 


“Letter of Credit
Payment” means, as applicable (i) all payments made by a Facing Agent
pursuant to either a draft or demand for payment under a Letter of Credit or (ii) all
payments by Revolving Lenders to a Facing Agent in respect thereof (whether or
not in accordance with their Pro Rata Share).


 


“Letters of Credit”
means, collectively, all Commercial Letters of Credit, Standby Letters of
Credit and Bank Guarantees, in each case as issued pursuant to this Agreement,
and “Letter of Credit” means any one of such Letters of Credit.


 


“Leverage Ratio”
means, for any Test Period, the ratio of Consolidated Debt as of the last day
of such Test Period to Consolidated EBITDA for such Test Period.


 


“Lien” means (i) any
judgment lien or execution, attachment, levy, distraint or similar legal
process and (ii) any mortgages, pledge, hypothecation, collateral
assignment, security interest, encumbrance, lien, charge or deposit arrangement
(other than a deposit to a Deposit Account in the ordinary course of business
and not intended as security) of any kind (including, without limitation, any
conditional sale or other title retention agreement or lease in the nature
thereof, any agreement to give any of the foregoing, or any sale of receivables
with recourse against the seller or any Affiliate of the seller).


 


24





















 


“Loan” means any
Term B Dollar Loan, Term B Euro Loan, Swing Line Loan or Revolving Loan, and “Loans”
means all such Loans, collectively.


 


“Loan Documents”
means, collectively, this Agreement, the Notes, each Letter of Credit, each
Security Document, each Guaranty and all other agreements, instruments and
documents executed in connection therewith (other than the Foreign Intercompany
Loan Documents), in each case as the same may at any time be amended,
supplemented, restated or otherwise modified and in effect.


 


“LPC” mean
Louisiana Pigment Company, and its successors and assigns.


 


“Majority Lenders”
of any Facility means those Non-Defaulting Lenders which would constitute the
Required Lenders under, and as defined in, this Agreement if all outstanding
Obligations of other Facilities under this Agreement were repaid in full and
all Commitments with respect thereto were terminated.


 


“Mandatory Cost”
means the cost imputed to the Lender(s) of compliance with the mandatory liquid
assets requirements of the Bank of England and/or the banking supervision or
other costs of the Financial Services Authority or European Central Bank or any
successor body exercising their functions in this respect as determined in
accordance with Schedule 1.1(b).


 


“Master Trust
Participating Subsidiaries” means each Subsidiary of the Borrower from time
to time party to the Master Trust Receivables Securitization.


 


“Master Trust Pooling
Agreement” means that certain Pooling Agreement among the Master Trust
Receivables Subsidiary, Huntsman (Europe) B.V.B.A. and J.P. Morgan Bank
(Ireland) plc, as amended.


 


“Master Trust
Receivables Facility Assets” means all “Receivables” and other “Receivable
Assets” (as defined in the Master Trust Pooling Agreement) of the Master Trust
Participating Subsidiaries.


 


“Master Trust
Receivables Securitization” means that certain receivables financing
program providing for the sale, contribution or other transfer of Master Trust
Receivables Facility Assets pursuant to the Master Trust Receivables
Securitization Documents by the Borrower and the Master Trust Participating
Subsidiaries to the Master Trust Receivables Subsidiary (directly or through
the Borrower or another Master Trust Participating Subsidiary) in a transaction
constituting a sale for GAAP purposes and in which, the Master Trust
Receivables Subsidiary shall finance the purchase of such Master Trust
Receivables Facility Assets by the sale, transfer, conveyance, lien, grant of a
participation or other interest or pledge of such Master Trust Receivables
Facility Assets directly or indirectly to one or more limited purpose financing
companies, special purpose entities and/or financial institutions, in each
case, on a limited recourse basis as to the Borrower and the Master Trust
Participating Subsidiaries.


 


“Master Trust
Receivables Securitization Documents” means all documents and deliveries in
connection with the Master Trust Receivables Securitization, as such documents
may be amended or modified from time to time to the extent permitted under this
Agreement.


 


25





















 


“Master Trust
Receivables Subsidiary” means Huntsman Receivables Finance LLC, a limited
liability company organized under the laws of the State of Delaware.


 


“Material Adverse
Effect” means a material adverse effect on (i) the business, condition
(financial or otherwise), assets, liabilities or operations of the Borrower and
its Subsidiaries taken as a whole, (ii) the ability of the Borrower or any
of its Subsidiaries to perform its respective obligations under any Loan
Document to which it is a party, or (iii) the validity or enforceability
of this Agreement or any of the Security Documents or the material rights or
remedies of the Administrative Agent, Collateral Agent or and the Lenders
hereunder or thereunder.


 


“Material Agreement”
means (i) any Contractual Obligation of the Borrower or any of its
Subsidiaries, the breach of which or the failure to maintain would be
reasonably likely to result in a Material Adverse Effect, (ii) the Public
Note Documents, (iii) the UK Holdco Note, (iv) the Foreign
Intercompany Loan Documents and (v) any material Contractual Obligation
entered into in connection with an Acquisition.


 


“Material Subsidiary”
means any Subsidiary of the Borrower, the Consolidated Net Tangible Assets of
which were more than 2% of the Borrower’s Consolidated Net Tangible Assets as
of the end of the most recently completed Fiscal Year of the Borrower for which
audited financial statements are available; provided that, in the event
the aggregate of the Consolidated Total Assets of all Subsidiaries that do not
constitute Material Subsidiaries exceeds 5% of the Borrower’s Consolidated
Total Assets as of such date, the Borrower (or the Administrative Agent, in the
event the Borrower has failed to do so within 10 days of request therefor by
the Administrative Agent) shall, to the extent necessary, designate sufficient
Subsidiaries to be deemed to be “Material Subsidiaries” to eliminate such
excess, and such designated Subsidiaries shall thereafter constitute Material
Subsidiaries.  Assets of Foreign
Subsidiaries shall be converted into Dollars at the rates used for purposes of
preparing the consolidated balance sheet of the Borrower included in such
audited financial statements.


 


“Maximum Commitment”
means, when used with reference to any Lender, the aggregate of such Lender’s
Term Commitments and Revolving Commitment in the amounts not to exceed those
set forth opposite the name of such Lender on Schedule 1.1(a) hereto,
subject to reduction from time to time in accordance with the terms of this
Agreement.


 


“Merger” has the
meaning assigned to that term in the recitals to this Agreement.


 


“Merger Agreement”
means the Agreement and Plan of Merger between the Borrower and HLLC dated as
of August 16, 2005.


 


“Minimum Borrowing
Amount” means, with respect to (i) Base Rate Loans, $3,000,000, (ii) with
respect to Eurocurrency Loans, $5,000,000, in the case of a Borrowing in
Dollars, £2,000,000, in the case of a Borrowing in Sterling, and €5,000,000, in
the case of a Borrowing in Euros and (iii) with respect to Swing Line
Loans, $500,000 or the Dollar Equivalent thereof in an Alternative Currency (or
such other amount as the Swing Line Lender may agree.)


 


26





















 


“Moody’s” means
Moody’s Investors Service, Inc. or any successor to the rating agency
business thereof.


 


“Mortgage” has the
meaning assigned to that term in Section 5.1(e)(i) and shall
also include any mortgage or similar documents executed pursuant to Section 7.11.


 


“Mortgage Policies”
has the meaning assigned to that term in Section 5.1(e)(ii)


 


“Mortgaged Property”
means the owned or leased real property subject to a Mortgage as indicated on Schedule 6.21(c) and
shall also include any owned or leased real property subject to a Mortgage
pursuant to Section 7.11.


 


“Most Recent Leverage
Ratio” means, at any date, the Leverage Ratio for the Test Period ending as
of the most recently ended Fiscal Quarter for which financial statements have
been delivered to the Lenders pursuant to Section 7.1; provided,
however, that if the Borrower fails to deliver such financial statements
as required by Section 7.1 and further fails to remedy such default
within five days of notice thereof from the Administrative Agent, then, without
prejudice to any other rights of any Lender hereunder, the Most Recent Leverage
Ratio shall be deemed to be the highest level as of the date such financial
statements were required to be delivered under Section 7.1.  The Most Recent Leverage Ratio for the period
from the Closing Date to the first date on which financial statements are
required to be delivered to the Lenders pursuant to Section 7.1 shall
be deemed to be 2.51 to 1.0.


 


“MP Group” has the
meaning assigned to that term in the definition of “Change in Control” in this Section 1.1.


 


“Multiemployer Plan”
means any plan described in Section 4001(a)(3) of ERISA to which
contributions are or have, within the preceding six years, been made, or are or
were, within the preceding six years, required to be made, by the Borrower or
any of its ERISA Affiliates or any Subsidiary of the Borrower or ERISA
Affiliates of such Subsidiary.


 


“Net Equity Proceeds”
means the cash proceeds received from (i) any capital contribution from
any member of the Borrower or (ii) the issuance of Capital Stock of the
Borrower (other than to a Subsidiary or an employee stock ownership plan), net
of the actual liabilities for reasonably anticipated cash taxes in connection
with such incurrence, if any, any underwriting, brokerage and other customary
selling commissions incurred in connection with such incurrence, and reasonable
legal, advisory and other fees and expenses, incurred in connection with such
incurrence.


 


“Net Offering Proceeds”
means the cash proceeds received from the incurrence of any Indebtedness net of
the actual liabilities for reasonably anticipated cash taxes in connection with
such issuance, if any, any underwriting, brokerage and other customary selling
commissions incurred in connection with such issuance, and reasonable legal,
advisory and other fees and expenses, incurred in connection with such
issuance.


 


“Net Sale Proceeds”
means, with respect to any Asset Disposition, an amount equal to the sum of the
aggregate cash payments received by the Borrower or any Subsidiary of the
Borrower from such Asset Disposition (including, without limitation, cash
received by way


 


27





















 


of deferred
payment pursuant to a note receivable, conversion of non-cash consideration,
cash payments in respect of purchase price adjustments or otherwise, but only
as and when such cash is received) minus the direct costs and expenses
incurred in connection therewith (including in the case of any Asset
Disposition, the payment of the outstanding principal amount of, premium, if
any, and interest on any Indebtedness (other than hereunder) required to be
repaid as a result of such Asset Disposition) and minus any provision
for taxes in respect thereof made in accordance with GAAP.  Any proceeds received in a currency other
than Dollars shall, for purposes of the calculation of the amount of Net Sale
Proceeds, be in an amount equal to the Dollar Equivalent thereof as of the date
of receipt thereof by the Borrower or any Subsidiary of the Borrower.


 


“Non-Defaulting Lender”
means each Lender which is not a Defaulting Lender.


 


“Non-U.S. Participant”
means any Lender that is not a United States person within the meaning of Code section 7701(a)(30).


 


“Note” means any
of the Swing Line Note, the Revolving Notes or the Term Notes and “Notes”
means all of such Notes collectively.


 


“Notice of Borrowing”
has the meaning assigned to that term in Section 2.5.


 


“Notice of Conversion
or Continuation” has the meaning assigned to that term in Section 2.6.


 


“Notice of Issuance”
has the meaning assigned to that term in Section 2.9(b).


 


“Notice Office”
means the office of the Administrative Agent located at 90 Hudson Street, 5th
Floor, Jersey City, New Jersey 07302, or such other office as the
Administrative Agent may designate to the Borrower and the Lenders from time to
time.


 


“Obligations”
means all liabilities and obligations of the Borrower and its Subsidiaries now
or hereafter arising under this Agreement and all of the other Loan Documents,
whether for principal, interest, fees, expenses, indemnities or otherwise, and
whether primary, secondary, direct, indirect, contingent, fixed or otherwise
(including obligations of performance).


 


“Operating Financing
Lease” means a lease of the type described in clause (xi) of the
definition of “Indebtedness”.


 


“Organizational
Documents” means, with respect to any Person, such Person’s memorandum,
articles or certificate of incorporation, certificates of formation, bylaws,
partnership agreement, limited liability company agreement, joint venture
agreement or other similar governing documents and any document setting forth
the designation, amount and/or relative rights, limitations and preferences of
any class or series of such Person’s Capital Stock.


 


“Other Hedging
Agreement” means any foreign exchange contract, currency swap agreement,
futures contract, commodity agreements, option contract, synthetic cap or other
similar agreement other than an Interest Rate Agreement to which the Borrower
or any Subsidiary is a party.


 


28





















 


“Overdraft Facility”
has the meaning assigned to that term in Section 8.2(n).


 


“Overdraft Reserve”
shall mean an amount, if any, equal to the amount by which Indebtedness
incurred by the Borrower or any of its Subsidiaries pursuant to Section 8.2(n)
exceeds $60,000,000 (or the Dollar Equivalent thereof).


 


“Parent Company”
means each Person which owns, directly or indirectly, at least a majority of
the Voting Securities of the Borrower.


 


“Participants” has
the meaning assigned to that term in Section 12.8(b).


 


“Participating
Subsidiary” means any Subsidiary of the Borrower or other entity formed as
necessary or customary under the laws of the relevant jurisdiction that is a
participant in a Permitted Accounts Receivable Securitization.


 


“Patriot Act” has
the meaning assigned to that term in Section 6.24.


 


“Payment Office”
means (i) with respect to the Administrative Agent or Swing Line Lender,
for payments with respect to Dollar-denominated Loans, 90 Hudson Street, 5th
Floor, Jersey City, New Jersey 07302 Attn: Commercial Loan Division, or such
other address as the Administrative Agent or Swing Line Lender, as the case may
be, may from time to time specify in accordance with Section 12.3
or (ii) with respect to the Administrative Agent or Swing Line Lender, for
payments in an Alternative Currency or with respect to a Letter of Credit
denominated in an Alternative Currency, such account at such bank or office in
London (or such other location) as the Administrative Agent or Swing Line
Lender, as the case may be, shall designate by notice to the Person required to
make the relevant payment.


 


“PBGC” means the
Pension Benefit Guaranty Corporation created by Section 4002(a) of
ERISA.


 


“Perfection
Certificates” has the meaning assigned to that term in Section 5.1(f).


 


“Permitted Accounts
Receivable Securitization” means any receivables financing program
providing for the sale, conveyance or contribution to capital of Receivables
Facility Assets or interests therein by the Borrower and its Participating
Subsidiaries to a Receivables Subsidiary in transactions purporting to be sales
(and treated as sales for GAAP purposes), which Receivables Subsidiary shall
finance the purchase of such Receivables Facility Assets by the direct (or, to
the extent approved by the Administrative Agent as evidenced by its written
approval thereof, indirect) sale, transfer, conveyance, lien, grant of
participation or other interest or pledge of such Receivables Facility Assets
or interests therein to one or more limited purpose financing companies,
special purpose entities, trusts and/or financial institutions, in each case,
on a limited recourse basis as to the Borrower and the Participating
Subsidiaries (except to the extent a limitation on recourse is not customary
for similar transactions or is prohibited in the relevant jurisdiction); provided
that any such transaction shall be consummated pursuant to documentation
necessary or customary for such transactions in the relevant jurisdiction (or
otherwise satisfactory to the Administrative Agent as evidenced by its written
approval thereof) and shall provide for purchase price percentages reasonably
satisfactory to the Administrative


 


29





















 


Agent.  The Master Trust Receivables Securitization
shall be considered a Permitted Accounts Receivables Securitization hereunder.


 


“Permitted Liens”
has the meaning assigned to that term in Section 8.1.


 


“Permitted Real
Property Encumbrances” means (i) those liens, encumbrances and other
matters affecting title to any Mortgaged Property listed in the applicable
title policy in respect thereof (or any update thereto) and found, on the date
of delivery of such title policy to the Administrative Agent in accordance with
the terms hereof, reasonably acceptable by the Administrative Agent, (ii) as
to any particular real property at any time, such easements, encroachments, covenants,
restrictions, rights of way, minor defects, irregularities or encumbrances on
title which do not, in the reasonable opinion of the Administrative Agent,
materially impair such real property for the purpose for which it is held by
the mortgagor or owner, as the case may be, thereof, or the Lien held by the
Administrative Agent, (iii) municipal and zoning laws, regulations, codes
and ordinances, which are not violated in any material respect by the existing
improvements and the present use made by the mortgagor or owner, as the case
may be, of such real property, (iv) general real estate taxes and
assessments not yet delinquent, and (v) such other items as the
Administrative Agent may consent to.


 


“Permitted Refinancing Indebtedness” means,
with respect to any Indebtedness, any Indebtedness refinancing, extending,
renewing or refunding such Indebtedness; provided, however, that any such
refinancing Indebtedness shall (i) be issued by the same obligor as the
Indebtedness being so refinanced (or by Huntsman Corporation or a Parent
Company) and be on terms, taken as a whole, not more restrictive than the terms
of the documents governing the Indebtedness being so refinanced; (ii) if the
Indebtedness being so refinanced is subordinated to the Obligations, be
subordinated to the Obligations on substantially the same terms as Indebtedness
being so refinanced; provided, that the Senior Subordinated Notes (HI 2009) and
the Senior Subordinated Notes (HI 2015) may be refinanced with (A) senior
unsecured notes, if the Borrower’s Most Recent Leverage Ratio on a Pro Forma
Basis would be 3.0 to 1.0 or less and (B) subordinated unsecured notes,
regardless of the Borrower’s Most Recent Leverage Ratio; (iii) be in a
principal amount (as determined as of the date of the incurrence of such
refinancing Indebtedness in accordance with GAAP) not exceeding the principal
amount of the Indebtedness being refinanced on such date plus any call
premiums, prepayment fees, costs and expenses paid in connection with such
refinancing; (iv) not have a Weighted Average Life to Maturity less than the
Indebtedness being refinanced; (v) if the Indebtedness being refinanced is
Public Notes, be unsecured Indebtedness maturing no earlier than June 30, 2012;
and (vi) be upon terms and subject to documentation which is in form and
substance reasonably satisfactory in all material respects to the
Administrative Agent.


 


“Permitted
Restructuring Charges” means any restructuring or impairment charges that
are (i) non-cash (excluding any such charges that require an accrual of or
a reserve for cash charges) and (ii) cash charges taken after June 30,
2005 in an aggregate amount not to exceed $100,000,000.


 


“Permitted Technology
Licenses” has the meaning assigned to that term in Section 8.3(f) of
this Agreement.


 


30





















 


“Permitted
Unconsolidated Ventures” means an Investment in a Person not constituting a
Subsidiary of the Borrower which Person is not engaged in any business other
than that permitted under Section 8.9 for the Borrower and its
Subsidiaries.


 


“Permitted Unsecured
Debt” means unsecured Indebtedness (other than Indebtedness permitted by Section 8.2(d))
on terms and conditions and in form and substance reasonably satisfactory to
Administrative Agent; provided, that such terms and conditions shall not
be more restrictive in a material respect to Borrower than those set forth
herein and shall be at or below a market interest rate for comparable
instruments.


 


“Person” means an
individual or a corporation, partnership, limited liability company, trust,
incorporated or unincorporated association, joint venture, joint stock company,
Governmental Authority or other entity of any kind.


 


“Plan” means any
plan described in Section 4021(a) of ERISA and not excluded pursuant
to Section 4021(b) thereof, which is or has, within the preceding six
years, been established or maintained, or to which contributions are or have,
within the preceding six years, been made, by the Borrower or any of its ERISA
Affiliates or any Subsidiary of the Borrower or any ERISA Affiliates of such
Subsidiary, but not including any Multiemployer Plan.


 


“Plan Administrator”
has the meaning assigned to the term “administrator” in Section 3(16)(A) of
ERISA.


 


“Plan Sponsor” has
the meaning assigned to the term “plan sponsor” in Section 3(16)(B) of
ERISA.


 


“Pledge Agreement”
has the meaning assigned to that term in Section 5.1(c) of
this Agreement.


 


“Pledged Receivables
Subsidiary Notes” means the subordinated notes of the Receivables
Subsidiary, if any, issued to the Borrower or any Participating Subsidiary in
connection with a Permitted Accounts Receivable Securitization, which
subordinated notes are pledged pursuant to the Receivables Subsidiary Pledge
Agreement.


 


“Pledged Receivables
Subsidiary Stock” means all the issued and outstanding shares of capital
stock of the Receivables Subsidiary, which shares are pledged pursuant to the
Receivables Subsidiary Pledge Agreement.


 


“Pledged Securities”
means, collectively, “Pledged Securities” as defined in the Collateral Security
Agreement or any other pledged securities under any Security Document


 


“Prior Credit
Agreements” has the meaning assigned to that term in the Recitals to this
Agreement.


 


“Prior HI Credit
Agreement” has the meaning assigned to that term in the Recitals to this
Agreement.


 


31





















 


“Prior HLLC Revolving
Credit Agreement” has the meaning assigned to that term in the Recitals to
this Agreement.


 


“Prior HLLC Term
Credit Agreement” has the meaning assigned to that term in the Recitals to
this Agreement.


 


“Pro Forma Balance
Sheet” has the meaning assigned to that term in Section 6.5(a).


 


“Pro Forma Basis”
means, (a) with respect to the preparation of a pro forma financial
statement for any purpose relating to an Acquisition or for calculation of
Consolidated EBITDA for any period, a pro forma financial statement or
calculation prepared on the basis that (i) any Indebtedness incurred or
assumed in connection with such Acquisition was incurred or assumed on the
first day of the applicable period, (ii) if such Indebtedness bears a
floating interest rate, such interest shall be paid over such pro forma period
at the rate in effect on the date of such Acquisition, and (iii) all
income and expense associated with the assets or entity acquired in connection
with such Acquisition for the most recently ended four fiscal quarter period
for which such income and expense amounts are available shall be treated as
being earned or incurred by Borrower over the applicable period on a pro forma
basis without giving effect to any cost savings other than, to the extent
desired to be included by the Borrower, Pro Forma Cost Savings, (b) with
respect to the preparation of a pro forma financial statement for any purpose
relating to an Asset Disposition or for calculation of Consolidated EBITDA, a
pro forma financial statement or calculation prepared on the basis that (i) any
Indebtedness prepaid out of the proceeds of such Asset Disposition shall be
deemed to have been prepaid as of the first day of the applicable period, and (ii) all
income and expense (other than such expenses as the Borrower, in good faith,
estimates will not be reduced or eliminated as a consequence of such Asset
Disposition) associated with the assets or entity disposed of in connection
with such Asset Disposition shall be deemed to have been eliminated as of the
first day of the applicable period and (c) with respect to the preparation
of a pro forma financial statement for any purpose relating to an incurrence of
Indebtedness or the making of any payment, a pro forma financial statement or
calculation prepared on the basis that (i) such Indebtedness incurred was
incurred or such payment was made on the first day of the applicable period and
(ii) if such Indebtedness bears a floating rate of interest, such interest
was paid over such pro forma period at the rate in effect on the date of
incurrence of such Indebtedness.


 


“Pro Forma Cost
Savings” means, with respect to the determination of Consolidated Net Income
on a Pro Forma Basis, such cost savings as would be permitted pursuant to Rule 11.02
of Regulation S-X (assuming Regulation S-X applied to the acquisition in
question), if prior to the consummation of any Acquisition permitted by Section 8.7(n),
the Borrower’s certified public accountants shall have issued a comfort letter
(in a manner consistent with example d of SAS 72) or shall have performed
procedures agreed upon by the Borrower and Administrative Agent, in each case
related to the determination of such Consolidated Net Income on a Pro Forma
Basis in accordance with the applicable accounting requirements of Rule 11.02
of Regulation S-X.


 


“Pro Rata Share”
means, when used with reference to any Lender and any described aggregate or
total amount of any Facility or Facilities, an amount equal to the result


 


32





















 


obtained by
multiplying such described aggregate or total amount by a fraction the
numerator of which shall be such Lender’s Commitment with respect to such
Facility or Facilities and the denominator of which shall be the aggregate
Commitments outstanding for all Lenders or, if no Commitments are then
outstanding, with respect to such Facility or Facilities such Lender’s
aggregate Loans with respect to such Facility or Facilities to the total Loans
outstanding hereunder with respect to such Facility or Facilities, and when
used with reference to any Lender’s percent interest, such fraction, expressed
as a percentage.


 


“Projections” has
the meaning assigned to that term in Section 6.5(e).


 


“Public Note Documents”
means the Senior Secured Note Documents, the Senior Note (HI) Documents, the
Senior Note (HLLC) Documents, the Senior Subordinated (HI 2009) Note Documents,
the Senior Subordinated (HI 2015) Note Documents and all documents evidencing,
guaranteeing or otherwise governing any Permitted Refinancing Indebtedness of
any Public Notes.


 


“Public Notes”
means the Senior Secured Notes, the Senior Notes (HI), the Senior Notes (HLLC),
the Senior Subordinated Notes (HI 2009) and the Senior Subordinated Notes (HI
2015), in each case in the amounts outstanding on the Closing Date, and any
notes evidencing any Permitted Refinancing Indebtedness of any of the
foregoing.


 


“Quarterly Payment
Date” means each March 31, June 30, September 30 and December 31
of each year.


 


“Quoted Rate”
means the rate of interest per annum with respect to a Swing Line Loan
denominated in an Alternative Currency as determined by the Swing Line Lender
at the time such Swing Line Loan is made to the Borrower.


 


“Receivables Documents”
shall mean all documentation relating to any receivables financing program
providing for the sale of Receivables Facility Assets by the Borrower and its
Subsidiaries (whether or not to a Receivables Subsidiary) in transactions
purporting to be sales (and treated as sales for GAAP purposes) and shall
include the Master Trust Receivables Securitization Documents.


 


“Receivables Facility
Assets” shall mean any Accounts Receivable (whether now existing or arising
in the future) of the Borrower or any of its Subsidiaries, and any assets
related thereto, including without limitation (i) all collateral given by
the respective account debtor or on its behalf (but not by the Borrower or any
of its Subsidiaries) securing such Accounts Receivable, (ii) all contracts
and all guarantees (but not by the Borrower or any of its Subsidiaries) or
other obligations directly related to such Accounts Receivable, (iii) other
related assets, and (iv) proceeds of all of the foregoing.


 


“Receivables Facility
Attributed Indebtedness” at any time shall mean the aggregate Dollar
Equivalent net outstanding amount theretofore paid, directly or indirectly, by
a funding source to a receivables subsidiary in respect of the Receivables
Facility Assets or interests therein sold, conveyed, contributed or transferred
or pledged pursuant to the relevant Receivables Documents (including in
connection with a Permitted Accounts Receivable Securitization) (it being the
intent of the parties that the amount of Receivables Facility


 


33





















 


Attributed
Indebtedness at any time outstanding approximate as closely as possible the
principal amount of Indebtedness which would be outstanding at such time under
the Receivables Documents if the same were structured as a secured lending
agreement rather than an agreement providing for the sale, conveyance,
contribution to capital, transfer or pledge of such Receivables Facility Assets
or interests therein).


 


“Receivables Subsidiary”
means a special purpose, bankruptcy remote Wholly-Owned Subsidiary of the
Borrower which may be formed for the sole and exclusive purpose of engaging in
activities in connection with the purchase, sale and financing of Accounts
Receivable in connection with and pursuant to one or more Permitted Accounts
Receivable Securitizations; provided, however, that if the law of
a jurisdiction in which the Borrower proposes to create a Receivables
Subsidiary does not provide for the creation of a bankruptcy remote entity that
is acceptable to the Borrower or requires the formation of one or more
additional entities (whether or not Subsidiaries of the Borrower), the
Administrative Agent may in its discretion permit the Borrower to form such
other type of entity in such jurisdiction to serve as a Receivables Subsidiary
as is necessary or customary for similar transactions in such
jurisdiction.  The Master Trust
Receivables Subsidiary shall be considered a Receivables Subsidiary hereunder.


 


“Receivables
Subsidiary Pledge Agreement” means the Pledge Agreement, Collateral
Security Agreement and/or such other pledge or security agreement in form
reasonably satisfactory to the Administrative Agent pursuant to which the
Borrower or a Participating Subsidiary pledges the Pledged Receivables
Subsidiary Stock and the Pledged Receivables Subsidiary Notes to the Collateral
Agent for the benefit of the Lenders to secure the “Secured Obligations”
described in the Pledge Agreement or the Collateral Security Agreement, as
applicable.


 


“Recovery Event”
means the receipt by the Borrower or any of its Subsidiaries of any insurance
or condemnation proceeds payable (i) by reason of any theft, physical
destruction or damage or any other similar event with respect to any properties
or assets of the Borrower or any of its Subsidiaries, (ii) by reason of
any condemnation, taking, seizing or similar event with respect to any
properties or assets of the Borrower or any of its Subsidiaries and (iii) under
any policy of insurance required to be maintained under Section 7.8
provided, however, that in no event shall payments made under
business interruption insurance constitute a Recovery Event.


 


“Reference Lenders”
means the principal office of Deutsche Bank AG and Citibank, N.A. in the
relevant jurisdiction or such other banks as may be appointed by the
Administrative Agent in consultation with the Borrower.


 


“Refunded Swing Line
Loans” has the meaning assigned to that term in Section 2.1(c)(ii).


 


“Regulation D”
means Regulation D of the Board as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.


 


34





















 


“Related Fund”
means, with respect to any Lender which is a Fund, any other Fund that is administered
or managed by the same investment advisor of such Lender or by an Affiliate of
such investment advisor.


 


“Release” means
any release, spill, emission, leaking, pumping, pouring, emptying, dumping,
injection, deposit, disposal, discharge, dispersal, escape, leaching or
migration into the indoor or outdoor environment, including the movement of
Contaminants through or in the air, soil, surface water or groundwater.


 


“Remedial Action”
means actions required to (i) clean up, remove, treat or in any other way
address Contaminants in the indoor or outdoor environment;  (ii) prevent, minimize or otherwise
address the Release or substantial threat of a material Release of Contaminants
so they do not migrate or endanger or threaten to endanger public health or
welfare or the indoor or outdoor environment; or (iii) perform
pre-response or post-response studies and investigations and post-response
monitoring and care or any other studies, reports or investigations relating to
Contaminants.


 


“Replaced Lender”
has the meaning assigned to that term in Section 3.7.


 


“Replacement Lender”
has the meaning assigned to that term in Section 3.7.


 


“Reportable Event”
means a “reportable event” described in Section 4043(c) of ERISA or
in the regulations thereunder with respect to a Plan other than a reportable
event for which the 30 day notice requirement to the PBGC has been waived, any
event requiring disclosure under Section 4063(a) or 4062(e) of
ERISA, receipt of a notice of withdrawal liability with respect to a Multiemployer
Plan pursuant to Section 4202 of ERISA or receipt of a notice of
reorganization or insolvency with respect to a Multiemployer Plan pursuant to Section 4242
or 4245 of ERISA.


 


“Required Lenders”
means Non-Defaulting Lenders the sum of whose outstanding Term Loans (with any
portion of such Term Loans denominated in Euros calculated on a Dollar
Equivalent basis) and Revolving Commitments (or, after the Total Revolving
Commitment has been terminated, the Assigned Dollar Value of outstanding
Revolving Loans and the Assigned Dollar Value of LC Obligations) constitute
greater than 50% of the sum of (i) the total outstanding Dollar Equivalent
amount of Term Loans of Non-Defaulting Lenders and (ii) the Total
Revolving Commitment less the aggregate Revolving Commitments of Defaulting
Lenders (or, after the Total Revolving Commitment has been terminated, the
total Assigned Dollar Value of outstanding Revolving Loans of Non-Defaulting
Lenders and the aggregate Pro Rata Share of all Non-Defaulting Lenders of the
total Assigned Dollar Value of outstanding LC Obligations at such time).


 


“Required Note Offer
Amount Proceeds” shall mean (i) with respect to any Asset Disposition,
the amount of any Net Sale Proceeds which would be required by the terms of the
Senior Secured Notes Indenture to be applied to offer to purchase Senior
Secured Notes and (ii) with respect to the proceeds of any Recovery Event,
the amount of any such proceeds which would be required by the terms of the
Senior Secured Notes Indenture to offer to purchase Senior Secured Notes; in
each case (x) including amounts which are required under the terms of the


 


35





















 


Senior Secured
Notes Indenture to be accumulated to make such an offer, (y) assuming no
reinvestment of such proceeds or expenditure of such proceeds to purchase
replacement properties or assets and (z) after giving effect to any prepayment
of Loans to the maximum extent permitted by the Senior Secured Notes Indenture
without requiring an offer to repurchase Senior Secured Notes.


 


“Requirement of Law”
means, as to any Person, any law (including common law), treaty, rule or
regulation or judgment, decree, determination or award of an arbitrator or a
court or other Governmental Authority, including without limitation, any
Environmental Law, in each case applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is subject.


 


“Responsible Financial
Officer” means, as to any Person, the chief financial officer, principal
accounting officer, a financial vice president, controller, manager (in the
case of a limited liability company) having responsibility for financial
matters, treasurer or assistant treasurer of such Person.


 


“Responsible Officer”
means, as to any Person, any of the chairman or vice chairman of the board of
directors, the president, any executive vice president, the vice
president-controller, any vice president, manager (in the case of a limited
liability company) or any Responsible Financial Officer of such Person.


 


“Restricted Payment”
has the meaning assigned to that term in Section 8.4(a).


 


“Revolver Termination
Date” means August 16, 2010 or such earlier date as the Revolving
Commitments shall have been terminated or otherwise reduced to $0 pursuant to
this Agreement; provided, that, if there shall occur a date (an “earlier
date”) on which in excess of $100,000,000 of Public Notes or Permitted
Unsecured Debt which have not been repaid or refinanced with Permitted
Refinancing Indebtedness in accordance with the terms of this Agreement is
scheduled to come due within three months, “Revolver Termination Date”
means such earlier date.


 


“Revolving Commitment”
means, with respect to any Revolving Lender, the obligation of such Revolving
Lender to make Revolving Loans and participate in Letters of Credit and Swing
Line Loans, as such commitment may be adjusted from time to time pursuant to
this Agreement, which commitment as of the date hereof is the amount set forth
opposite such Lender’s name on Schedule 1.1(a) hereto under
the caption “Amount of Revolving Commitment” as the same may be adjusted from
time to time pursuant to the terms hereof and “Revolving Commitments”
means such commitments collectively, which commitments equal $650,000,000 in
the aggregate as of the date hereof.


 


“Revolving Facility”
means the credit facility under this Agreement evidenced by the Revolving
Commitments and the Revolving Loans.


 


“Revolving Lender”
means any Lender which has a Revolving Commitment or is owed a Revolving Loan
(or a portion thereof).


 


36





















 


“Revolving Loan”
and “Revolving Loans” have the meanings given in Section 2.1(b)(i).


 


“Revolving Note”
has the meaning assigned to that term in Section 2.2(a).


 


“Rubicon” means
Rubicon Inc., and its successors and assigns.


 


“Sale and Leaseback
Transaction” means any arrangement, directly or indirectly, whereby a
seller or transferor shall sell or otherwise transfer any real or personal
property and then or thereafter lease, or repurchase under an extended purchase
contract, conditional sales or other title retention agreement, the same or
similar property.


 


“Scheduled Term B
Dollar Repayments” means, with respect to the principal payments on the
Term B Dollar Loans for each date set forth below, that percentage of the
original principal amount of Term B Dollar Loans set forth opposite thereto:


 


Scheduled Term B Dollar Repayments


 


	
  Date

  	
   

  	
  Principal Payment

  
	
   

  	
   

  	
   

  
	
  August 31, 2006

  	
   

  	
  1% of original
  principal amount of Term B Dollar Loans

  
	
   

  	
   

  	
   

  
	
  August 31, 2007

  	
   

  	
  1% of original
  principal amount of Term B Dollar Loans

  
	
   

  	
   

  	
   

  
	
  August 31, 2008

  	
   

  	
  1% of original
  principal amount of Term B Dollar Loans

  
	
   

  	
   

  	
   

  
	
  August 31, 2009

  	
   

  	
  1% of original
  principal amount of Term B Dollar Loans

  
	
   

  	
   

  	
   

  
	
  August 31, 2010

  	
   

  	
  1% of original
  principal amount of Term B Dollar Loans

  
	
   

  	
   

  	
   

  
	
  August 31, 2011

  	
   

  	
  1% of original
  principal amount of Term B Dollar Loans

  
	
   

  	
   

  	
   

  
	
  August 31, 2012

  	
   

  	
  1% of original
  principal amount of Term B Dollar Loans

  
	
   

  	
   

  	
   

  
	
  Term B Loan Maturity
  Date

  	
   

  	
  The aggregate principal
  amount of Term B Dollar Loans

  



 


“Scheduled Term B Euro
Repayments” means, with respect to the principal payments on the Term B
Euro Loans for each date set forth below, the amount equal to the percentage of
Term B Euro Loans made on the Closing Date set forth opposite thereto, as
reduced from time to time pursuant to Sections 4.3 and 4.4:


 


37





















 


Scheduled Term B Euro
Repayments


 


	
  Date

  	
   

  	
  Repayment

  
	
   

  	
   

  	
   

  
	
  August 31, 2006

  	
   

  	
  1% of original principal amount of Term B Euro Loans

  
	
   

  	
   

  	
   

  
	
  August 31, 2007

  	
   

  	
  1% of original principal amount of Term B Euro Loans

  
	
   

  	
   

  	
   

  
	
  August 31, 2008

  	
   

  	
  1% of original principal amount of Term B Euro Loans

  
	
   

  	
   

  	
   

  
	
  August 31, 2009

  	
   

  	
  1% of original principal amount of Term B Euro Loans

  
	
   

  	
   

  	
   

  
	
  August 31, 2010

  	
   

  	
  1% of original principal amount of Term B Euro Loans

  
	
   

  	
   

  	
   

  
	
  August 31, 2011

  	
   

  	
  1% of original principal amount of Term B Euro Loans

  
	
   

  	
   

  	
   

  
	
  August 31, 2012

  	
   

  	
  1% of original principal amount of Term B Euro Loans

  
	
   

  	
   

  	
   

  
	
  Term B Loan Maturity Date

  	
   

  	
  The aggregate principal amount of Term B Euro Loans
  then outstanding

  



 


“Scheduled Term
Repayments” mean, for any Term Facility, the scheduled principal payments
set forth in the “Scheduled Term Repayments” definition applicable to such Term
Facility.


 


“SEC” means the Securities
and Exchange Commission or any successor thereto.


 


“Secured Parties”
has the meaning provided in the respective Security Documents to the extent
defined therein and shall include any Person who is granted a security interest
pursuant to any Loan Document.


 


“Securities” means
any stock, shares, voting trust certificates, bonds, debentures, options,
warrants, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly
known as “securities” or any certificates of interest, shares or participations
in temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.


 


“Security Documents”
means, collectively the Collateral Security Agreement, the Pledge Agreement,
the Mortgages, the UK Security Documents and all other agreements, assignments,
security agreements, instruments and documents executed in connection
therewith,


 


38





















 


in each case as
the same may at any time be amended, supplemented, restated or otherwise
modified and in effect.  For purposes of
this Agreement, “Security Documents” shall also include all guaranties,
mortgagees, pledge agreements, collateral assignments, subordination agreements
and other collateral documents and any reaffirmation of the foregoing in the
nature thereof entered into by the Borrower or any Subsidiary of the Borrower
on and after the date of this Agreement in favor of the Collateral Agent for
the benefit of the Secured Parties in satisfaction of the requirements of this
Agreement, but shall exclude any Foreign Intercompany Loan Security Documents.


 


“Senior Note (HI)
Documents” means the Senior Notes (HI), the Senior Notes (HI) Indenture and
all other documents evidencing, guaranteeing or otherwise governing the terms
of the Senior Notes (HI).


 


“Senior Notes (HI)”
means those certain 9-7/8% senior notes due March 1, 2009 issued by the
Borrower pursuant to the terms of the Senior Notes (HI) Indenture.


 


“Senior Notes (HI)
Indenture” means that certain Indenture dated as of March 21, 2002
among Borrower, the guarantors named therein and Wells Fargo Bank, National
Association, as trustee (as the same may be amended in compliance with this
Agreement) and any supplemental indenture or additional indenture to be entered
into with respect to the Senior Notes (HI) to the extent permitted under Section 8.11.


 


“Senior Note (HLLC)
Documents” means the Senior Notes (HLLC), the Senior Notes (HLLC) Indenture
and all other documents evidencing, guaranteeing or otherwise governing the
terms of the Senior Notes (HLLC).


 


“Senior Notes (HLLC)”
means (i) those certain 11-1/2% senior notes due July 15, 2012
originally issued by HLLC pursuant to the terms of the Senior Notes (HLLC)
Indenture and (ii) those certain floating rate senior notes due July 15,
2011 originally issued by HLLC pursuant to the terms of the Senior Notes (HLLC)
Indenture.


 


“Senior Notes (HLLC)
Indenture” means that certain Indenture dated as of June 22, 2004
among Borrower (as successor to HLLC), the guarantors named therein and HSBC
Bank USA, National Association, as trustee (as the same may be amended in
compliance with this Agreement, including pursuant to the Supplemental
Indenture dated as of July 11, 2005) and any supplemental indenture or
additional indenture to be entered into with respect to the Senior Notes (LLC)
to the extent permitted under Section 8.11.


 


“Senior Secured Note
Documents” means the Senior Secured Notes, the Senior Secured Notes
Indenture and all other documents evidencing, guaranteeing or otherwise
governing the terms of the Senior Secured Notes.


 


“Senior Secured Notes”
means those certain 11-5/8% senior secured notes due October 15, 2010
originally issued by HLLC pursuant to the terms of the Senior Secured Notes
Indenture, and secured by the Collateral on a pari passu basis with the
Obligations.


 


“Senior Secured Notes
Indenture” means that certain Indenture dated as of September 30, 2003
among Borrower (as successor to HLLC), the guarantors named therein and


 


39





















 


HSBC Bank USA,
National Association (as successor to HSBC Bank USA), as trustee (as the same
may be amended in compliance with this Agreement, including pursuant to the
Supplemental Indenture dated as of July 13, 2005) and any supplemental
indenture or additional indenture to be entered into with respect to the Senior
Secured Notes to the extent permitted under Section 8.11.


 


“Senior Secured Notes
Obligations” means the obligations incurred by Borrower under the Senior
Secured Notes Indenture, as evidenced by the Senior Secured Notes.


 


“Senior Subordinated
Note (HI 2009) Documents” means the Senior Subordinated Notes (HI 2009),
Senior Subordinated Notes (HI 2009) Indenture and all other documents
evidencing, guaranteeing or otherwise governing the terms of the Senior
Subordinated Notes (HI 2009).


 


“Senior Subordinated
Notes (HI 2009)” means those certain 10-1/8% senior subordinated notes due July 1,
2009 issued by the Borrower pursuant to the terms of the Senior Subordinated
Notes (HI 2009) Indenture.


 


“Senior Subordinated
Notes (HI 2009) Indenture” means, collectively, (i) that certain
Indenture dated as of March 13, 2001 among Borrower, the guarantors named
therein and The Bank of New York, as trustee and (ii) that certain
Indenture dated as of June 30, 1999 among Borrower, the guarantors named
therein and Wells Fargo Bank, National Association, as trustee, in each case,
as the same may be amended in compliance with this Agreement and including any
supplemental indenture or additional indenture to be entered into with respect
to the Senior Subordinated Notes (HI 2009) to the extent permitted under Section 8.11.


 


“Senior Subordinated
Note (HI 2015) Documents” means the Senior Subordinated (HI 2015), the
Senior Subordinated Notes (HI 2015) Indenture and all other documents
evidencing, guaranteeing or otherwise governing the terms of the Senior
Subordinated Notes (HI 2015).


 


“Senior Subordinated
Notes (HI 2015)” shall mean (i) those certain 7-3/8% senior
subordinated notes due January 1, 2015 denominated in Dollars issued by
the Borrower pursuant to the terms of the Senior Subordinated Notes (HI 2015)
Indenture and (ii) those certain 7-1/2% senior subordinated notes due January 1,
2015 denominated in Euros issued by the Borrower pursuant to the terms of the
Senior Subordinated Notes (HI 2015) Indenture.


 


“Senior Subordinated
Notes (HI 2015) Indenture” shall mean that certain Indenture dated as of December 17,
2004 among Borrower, the guarantors named therein and Wells Fargo Bank
Minnesota, National Association, as trustee (as the same may be amended in
compliance with this Agreement) and any supplemental indenture or additional
indenture to be entered into with respect to the Senior Subordinated Notes (HI
2015) to the extent permitted under Section 8.11.


 


“Solvent” means,
when used with respect to (i) any Person (other than subject to clause
(ii)), that (x) the fair saleable value of its assets is in excess of the total
amount of its liabilities (including for purposes of this definition all
liabilities, whether or not reflected on a balance sheet prepared in accordance
with GAAP, and whether direct or indirect, fixed or


 


40





















 


contingent,
disputed or undisputed), (y) it is able to pay its debts or obligations in the
ordinary course as they mature and (z) it has capital sufficient to carry on
its business and all business in which it is about to engage and (ii) for
any Person other than a Domestic Subsidiary, such Person has the ability to pay
its debts as and when they fall due and could not be deemed to be insolvent for
the purposes of the law of such Person’s jurisdiction of formation.  For purposes of Section 6.5(b) ”debt”
means any liability on a claim, and “claim” means (A) any right to
payment, whether or not such a right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured, or unsecured (including all obligations, if any,
under any Plan or the equivalent for unfunded past service liability, and any
other unfunded medical and death benefits) or (B) any right to an
equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.  In computing the amount of
contingent or unliquidated liabilities at any time, such liabilities will be
computed at the amount which, in light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.


 


“Spot Rate” means,
for any currency at any date, the rate quoted by DB as the spot rate for the
purchase by DB of such currency with another currency through its foreign
exchange trading office or such other rate which the Administrative Agent may
select based on reasonable commercial practices.


 


“S&P” means
Standard & Poor’s Ratings Service, a division of the McGraw-Hill
Companies, Inc., or any successor to the rating agency business thereof.


 


“Standby Letters of
Credit” means any of the irrevocable standby letters of credit issued
pursuant to this Agreement, in form acceptable to the Facing Agent, together
with any increases or decreases in the Stated Amount thereof and any renewals,
amendments and/or extensions thereof.


 


“Stated Amount” or
“Stated Amounts” means, (i) with respect to any Letter of Credit
issued in Dollars, the stated or face amount of such Letter of Credit to the
extent available at the time for drawing (subject to presentment of all
requisite documents), and (ii) with respect to any Letter of Credit issued
in any currency other than Dollars, the Assigned Dollar Value of the stated or
face amount of such Letter of Credit to the extent available at the time for
drawing (subject to presentment of all requisite documents), in either case, as
the same may be increased or decreased from time to time in accordance with the
terms of such Letter of Credit.  For
purposes of calculating the Stated Amount of any Letter of Credit at any time:


 


(A)                              any
increase in the Stated Amount of any Letter of Credit by reason of any
amendment to any Letter of Credit shall be deemed effective under this
Agreement as of the date Facing Agent actually issues an amendment purporting
to increase the Stated Amount of such Letter of Credit, whether or not Facing
Agent receives the consent of the Letter of Credit beneficiary or beneficiaries
to the amendment, except that if the Borrower has required that the increase in
Stated Amount be given effect as of an earlier date and Facing Agent issues an


 


41





















 


amendment to that effect, then such increase in Stated
Amount shall be deemed effective under this Agreement as of such earlier date
requested by the Borrower; and


 


(B)                                any
reduction in the Stated Amount of any Letter of Credit by reason of any
amendment to any Letter of Credit shall be deemed effective under this
Agreement as of the later of (x) the date Facing Agent actually issues an
amendment purporting to reduce the Stated Amount of such Letter of Credit,
whether or not the amendment provides that the reduction be given effect as of
an earlier date, or (y) the date Facing Agent receives the written consent
(including by authenticated telex, cable, SWIFT messages or facsimile
transmission (with, in the case of a facsimile transmission, a follow-up
original hard copy)) of the Letter of Credit beneficiary or beneficiaries to
such reduction, whether written consent must be dated on or after the date of
the amendment issued by Facing Agent purporting to effect such reduction.


 


“Sterling” means
the lawful currency of the United Kingdom.


 


“Subsidiary” of
any Person means any corporation, partnership (limited or general), limited
liability company, trust or other entity of which a majority of the Capital
Stock (or equivalent beneficial ownership or voting interest) having ordinary
voting power to elect a majority of the board of directors (if a corporation)
or to select the trustee or equivalent controlling interest, shall, at the time
such reference becomes operative, be directly or indirectly owned or controlled
by such Person or one or more of the other subsidiaries of such Person or any
combination thereof.  Unless otherwise
qualified, all references to a “Subsidiary” or to “Subsidiaries” in this
Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.  Unless otherwise expressly provided, an
Unrestricted Subsidiary shall not be considered a “Subsidiary” of the Borrower
for purposes of this Agreement.


 


“Subsidiary Guarantor”
means each Subsidiary of the Borrower that is or becomes a party to the
Subsidiary Guaranty or delivers a guaranty pursuant to Section 7.11
or 7.13.


 


“Subsidiary Guaranty”
means the guaranty executed by the Subsidiary Guarantors, in form and substance
satisfactory to the Administrative Agent, and delivered as of the Closing Date,
as the same may be amended, supplemented or otherwise modified from time to
time.


 


“Swing Line Commitment”
means, with respect to the Swing Line Lender at any date, the obligation of the
Swing Line Lender to make Swing Line Loans pursuant to Section 2.1(c) in
the amount referred to therein.


 


“Swing Line Lender”
means DB in such capacity.


 


“Swing Line Loan
Participation Certificate” means a certificate, substantially in the form
of Exhibit 2.1(c).


 


42










 













 


“Swing Line Loans”
has the meaning assigned to that term in Section 2.1(c)(i).


 


“Swing Line Note”
has the meaning assigned to that term in Section 2.2(a).


 


“TAI” means
Tioxide Americas Inc., a direct Wholly-Owned Subsidiary of TG that is a Cayman
Island corporation.


 


“Tax Distributions”
has the meaning provided in Section 8.4.


 


“Tax Sharing Agreement”
means that certain tax sharing agreement dated as of the date hereof by and
among Borrower, Huntsman Corporation and other Subsidiaries of Huntsman
Corporation referred to therein, initially substantially in the form of Exhibit 5.1(v),
as amended or otherwise modified from time to time in accordance with Section 8.11.


 


“Taxes” has the
meaning assigned to that term in Section 4.7(a).


 


“Technology” has
the meaning assigned to that term in Section 8.3(f).


 


“Term B Dollar
Commitment” means, with respect to any Term B Lender, the principal amount
set forth opposite such Lender’s name on Schedule 1.1(a) hereto
or in any Assignment and Assumption Agreement under the caption “Amount of Term
B Dollar Commitment”, as such commitment may be adjusted from time to time
pursuant to this Agreement or increased pursuant to Section 2.1(a)(ii),
and “Term B Dollar Commitments” means such commitments collectively, which
commitments equal $1,730,000,000 in the aggregate on the Closing Date.


 


“Term B Dollar
Facility” means the credit facility under this Agreement evidenced by the
Term B Dollar Commitments and the Term B Dollar Loans.


 


“Term B Dollar Lender”
means any Lender which has a Term B Dollar Commitment or has made (or a portion
thereof) a Term B Dollar Loan.


 


“Term B Dollar Loan”
and “Term B Dollar Loans” have the meanings assigned to those terms in Section 2.1(a)(i).


 


“Term B Dollar Note”
and “Term B Dollar Notes” have the meanings assigned to those terms in Section 2.2(a).


 


“Term B Euro
Commitment” means, with respect to any Term B Lender, the principal amount
set forth opposite such lender’s name on Schedule 1.1(a) hereto
or in any Assignment and Assumption Agreement under the caption “Amount of Term
B Euro Commitment”, as such commitment may be adjusted from time to time
pursuant to this Agreement, and “Term B Euro Commitments” means such
commitments collectively, which commitments equal €100,000,000 Euros in the
aggregate on the Closing Date.


 


“Term B Euro Facility”
means the credit facility under this Agreement evidenced by the Term B Euro
Commitments and the Term B Euro Loans.


 


43





















 


“Term B Euro Lender”
means any Lender which has a Term B Euro Commitment or is owed a Term B Euro
Loan (or a portion thereof).


 


“Term B Euro Loan”
and “Term B Euro Loans” have the meanings assigned to those terms in Section 2.1(a)(i).


 


“Term B Euro Note”
and “Term B Euro Notes” have the meanings assigned to those terms in Section 2.2(a).


 


“Term B Loan Facility”
means the Term B Dollar Facility or the Term B Euro Facility.


 


“Term B Loan Maturity
Date” means August 16, 2012; provided, that, if there shall
occur a date (an “earlier date”) on which in excess of $100,000,000 of
Public Notes or Permitted Unsecured Debt which have not been repaid or
refinanced with Permitted Refinancing Indebtedness in accordance with the terms
of this Agreement is scheduled to come due within three months, “Term B Loan
Maturity Date” means such earlier date.


 


“Term Commitment”
means, with respect to each Lender and any Term Facility, the principal amount
set forth opposite such Lender’s name on Schedule 1.1(a) hereto
or in any Assignment and Assumption Agreement under the caption for the amount
of commitment to such Term Facility, as such commitments may be adjusted from
time to time pursuant to this Agreement, and “Term Commitments” means
such commitments collectively.


 


“Term Facilities”
means the Facilities under the Agreement other than the Revolving Facility.


 


“Term Loan Ratable
Share” shall mean, as of any date of determination, a fraction, the
numerator of which is the total outstanding principal amount of Term Loans as
of such date and the denominator of which is an amount equal to the sum of (i) the
total principal amount of Term Loans outstanding as of such date and (ii) the
total principal amount of Senior Secured Notes outstanding as of such date.


 


“Term Loans” means
the Loans under the Term Facilities, collectively.


 


“Term Maturity Date”
means, with respect to any Term Facility, the scheduled maturity date for such
Term Facility under this Agreement.


 


“Term Note” and “Term
Notes” means the notes provided for in Section 2.2 that
evidence indebtedness under the Term Facilities, collectively.


 


“Term Percentage”
means, at any time with respect to any Term Facility, a fraction (expressed as
a percentage) the numerator of which is equal to the aggregate Assigned Dollar
Value of all Loans under such Term Facility outstanding at such time and the
denominator of which is equal to the aggregate Assigned Dollar Value of all
Term Loans outstanding at such time.


 


44





















 


“Test Period”
means, at any time the four Fiscal Quarters of the Borrower then last ended.


 


“TG” means Tioxide
Group Unlimited, a direct Subsidiary of the Borrower that is a private
unlimited company incorporated under the laws of England and Wales with company
number 00249759.


 


“Thai Holding
Companies” means the Domestic Subsidiaries of the Borrower whose sole
asset, if any, is an ownership interest in Huntsman (Thailand) Ltd., a
corporation organized under the laws of Thailand, and identified as such on Schedule 6.13.


 


“Total Available
Revolving Commitment” means, at the time of any determination thereof is
made, the sum of the respective Available Revolving Commitments of the Lenders
at such time.


 


“Total Commitment”
means, at the time any determination thereof is made, the sum of the Term
Commitments and the Revolving Commitments at such time.


 


“Total Revolving
Commitment” means, at any time, the sum of the Revolving Commitments of
each of the Lenders at such time.


 


“Transaction”
means (i) each of the Credit Events occurring on the date of the Initial
Borrowing, (ii) the consummation of the Merger, (iii) the repayment
of the Prior Credit Agreements and other Indebtedness contemplated by Section 6.8(a);
(iv) such other transactions as are contemplated by the Documents and (v) the
payment of fees and expenses in connection with the foregoing.


 


“Transaction Documents”
means (i) the Merger Agreement and all certificates and other documents
delivered thereunder, (ii) any amendments to the Public Note Documents
entered into in compliance with this Agreement, (iii) any documents
relating to the repayment of the Prior Credit Agreements and other Indebtedness
contemplated by Section 6.8(a) and (iv) all other
agreements or instruments executed in connection with the Transaction.


 


“Transferee” has
the meaning assigned to that term in Section 12.8(d).


 


“Type” means any
type of Loan, namely, a Base Rate Loan or a Eurocurrency Loan.


 


“UCC” means the
Uniform Commercial Code as in effect from time to time in the relevant
jurisdiction.


 


“UK Debenture” has
the meaning assigned to that term Section 5.1(b).


 


“UK Holdco Note”
means that certain unsecured promissory note issued by UK Holdco 1 in favor of
Huntsman Finco in the form attached hereto as Exhibit 1.1(a) in
the aggregate principal amount outstanding as of June 30, 2005 of
$857,800,000.


 


45





















 


“UK Holdco 1”
means Huntsman (Holdings) UK, a direct Wholly-Owned Subsidiary of TG that is a
private unlimited company incorporated under the laws of England and Wales with
company number 03768308.


 


“UK Holdco 2”
means Huntsman (UK) Limited, a direct Wholly-owned Subsidiary of UK Holdco 1
that is a private limited company incorporated under the laws of England and
Wales with company number 03767080.


 


“UK Petrochem”
means Huntsman Petrochemicals (UK) Limited, a direct Wholly-Owned Subsidiary of
UK Petrochem Holdings that is a private limited company incorporated under the
laws of England and Wales with company number 03767075.


 


“UK Petrochem Holdings”
means UK Petrochemicals (UK) Holdings, a direct Wholly-Owned Subsidiary of UK
Holdco 1 that is a private unlimited company incorporated under the laws of
England and Wales.


 


“UK Petrochem Holdings
Note” means that certain unsecured promissory note issued by UK Petrochem
Holdings in favor of Huntsman Finco in the form attached hereto as Exhibit 1.1(c) in
the aggregate principal amount outstanding as of June 30, 2005 at
$624,400,000.


 


“UK Pledge Agreements”
means the English law governed charges over shares in respect of the shares
held by the Borrower or a Subsidiary Guarantor in TG or UK Holdco 1 granted in
favor of the UK Security Trustee (as modified, supplemented or amended from
time to time).


 


“UK Security Trustee”
means the DB in its capacity as UK Security Trustee under the UK Security
Documents or any successor UK Security Trustee.


 


“UK Security Documents”
means the UK Pledge Agreements and the UK Debenture.


 


“Unmatured Event of
Default” means an event, act or occurrence which with the giving of notice
or the lapse of time (or both) would become an Event of Default.


 


“Unpaid Drawing”
has the meaning assigned to that term in Section 2.9(c).


 


“Unrestricted
Investment” has the meaning assigned to that term in Section 8.4.


 


“Unrestricted
Subsidiary” means each of the Persons identified on Schedule 1.1(c) hereto
and (i) any Subsidiary of the Borrower that at or prior to the time of
formation or acquisition thereof shall be designated an Unrestricted Subsidiary
in an officers’ certificate signed by two Responsible Financial Officers of the
Borrower, (ii) any Subsidiary of an Unrestricted Subsidiary created at or
after the designation of its parent company as an Unrestricted Subsidiary
pursuant to clause (i) above and (iii) any Permitted Unconsolidated
Venture that, as a result of an Investment permitted under Section 8.7(k),
(p) or (q), would otherwise become a Subsidiary of the Borrower; provided,
however, that no Receivables Subsidiary may be an Unrestricted
Subsidiary.


 


46





















 


“Unrestricted
Subsidiary Investment Basket” means, as of any date of determination, an
amount equal to the sum of (i) $125,000,000 plus (ii) the
after-tax amount of any cash returns of principal or capital on Investments
listed on Schedule 1.1(c) hereto or made pursuant to Section 8.7(k),
cash dividends thereon and other cash returns on investment thereon, as the
case may be.


 


“Voting Securities”
means any class of Capital Stock of a Person pursuant to which the holders
thereof have, at the time of determination, the general voting power under ordinary
circumstances to vote for the election of directors, managers, trustees or
general partners of such Person (irrespective of whether or not at the time any
other class or classes will have or might have voting power by reason of the
happening of any contingency).


 


“Weighted Average Life
to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing (i) the then outstanding principal
amount of such Indebtedness into (ii) the sum of each of the products
obtained by multiplying (x) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal,
including payment at final maturity, in respect thereof by (y) the number of
years (calculated to the nearest one-twelfth) that will elapse between such
date and the scheduled due date of each such remaining payment.


 


“Wholly-Owned
Subsidiary” means, with respect to any Person, any Subsidiary of such
Person, all of the outstanding shares of capital stock of which (other than
qualifying shares required to be owned by directors of Foreign Subsidiaries, or
similar de minimis issuances of capital stock to
comply with Requirements of Law) are at the time owned directly or indirectly
by such Person and/or one or more Wholly-Owned Subsidiaries of such Person; provided,
that each of Nitroil Vegyipari Termeló Fejlesztró Résvénytág and its
Wholly-Owned Subsidiaries shall be deemed to be a Wholly-Owned Subsidiary.  For purposes of this definition, ‘capital
stock’ shall include equivalent ownership or controlling interests having
ordinary voting power in entities other than corporations.


 


“written” or “in
writing” means any form of written communication or a communication by
means of telecopier device or authenticated telex, telegraph or cable.


 


The foregoing definitions
shall be equally applicable to both the singular and plural forms of the
defined terms.  In the computation of
periods of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each mean “to but
excluding.”  The words “herein,” “hereof”
and words of similar import as used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision in this
Agreement.  References to “Articles”, “Sections”,
“paragraphs”, “Exhibits” and “Schedules” in this Agreement shall refer to
Articles, Sections, paragraphs, Exhibits and Schedules of this Agreement unless
otherwise expressly provided; references to Persons include their respective permitted
successors and assigns or, in the case of governmental Persons, Persons
succeeding to the relevant functions of such persons; and all references to
statutes and related regulations shall include any amendments of same and any
successor statutes and regulations. 
Unless otherwise expressly provided herein, references to constitutive
and Organizational Documents and to agreements (including the Loan Documents)
and other contractual instruments shall be deemed to include subsequent
amendments, restatements,


 


47





















 


extensions,
supplements and other modifications thereto, but only to the extent that such
amendments, restatements, extensions, supplements and other modifications are
not prohibited by any Loan Document.


 


1.2                                 Accounting
Terms; Financial Statements


 


(a)                                  Except
as otherwise expressly provided herein (including without limitation, any
modification to the terms hereof pursuant to Section 8.12), all
accounting terms used herein but not expressly defined in this Agreement and
all computations and determinations for purposes of determining compliance with
the financial requirements of this Agreement shall be made in accordance with
GAAP in effect on the date hereof and on a basis consistent with the presentation
of the financial statements and projections delivered pursuant to, or otherwise
referred to in, Sections 6.5(a) and 6.5(e).  Notwithstanding the foregoing sentence, the
financial statements required to be delivered pursuant to Section 7.1
shall be prepared in accordance with GAAP as in effect on the respective dates
of their preparation.  Unless otherwise
provided for herein, wherever any computation is to be made with respect to any
Person and its Subsidiaries, such computation shall be made so as to exclude
all items of income, loss, assets and liabilities attributable to any Person
that is not a Subsidiary of such Person. 
For purposes of the financial terms set forth herein, whenever a
reference is made to a determination which is required to be made on a
consolidated basis (whether in accordance with GAAP or otherwise) for the
Borrower and its Subsidiaries, such determination shall be made as if each
Unrestricted Subsidiary were wholly-owned by a Person not an Affiliate of the
Borrower.


 


(b)                                 Solely
for purposes of delivery of the financial statements required by Sections
6.5, 7.1(a) and (b), Unrestricted Subsidiaries shall be
deemed to be Subsidiaries; provided, however, concurrently with
the delivery of the officer’s certificate required by Section 7.2(b),
for purposes of calculating compliance with the financial covenants hereof,
Borrower shall also deliver to Administrative Agent statements excluding the
Unrestricted Subsidiaries, and, upon request of Administrative Agent,
reflecting the relevant calculations pertaining to the Unrestricted
Subsidiaries existing on the Closing Date, in each case in form and substance
satisfactory to the Administrative Agent.


 


ARTICLE II


 


AMOUNT
AND TERMS OF CREDIT


 


2.1                                 The
Commitments


 


(a)                                  Term
B Loan.


 


(i)                                     Subject
to the terms and conditions hereof, (A) each Term B Dollar Lender agrees
to make a loan in Dollars (the “Term B Dollar Loans”) to the Borrower on
the Closing Date in the aggregate principal amount of such Lender’s Term B
Dollar Commitment; and (B) each Term B Euro Lender agrees to make a loan
in Euros (the “Term B Euro Loans” and, together with the Term B Dollar
Loans, the “Term B Loans”) to the Borrower on the Closing Date in the
aggregate principal amount of such Lender’s Term B Euro Commitment.  No amount of a


 


48





















 


Term B Loan which is repaid or prepaid by the Borrower may be
reborrowed hereunder.  The Term B Dollar
Loans (i) shall be advanced to the Borrower pursuant to a single drawing,
which shall be on the Closing Date, (ii) shall be denominated in Dollars, (iii) shall
initially be Eurocurrency Loans with an Interest Period of up to one month, as
determined by the Administrative Agent and, except as hereinafter provided,
may, at the option of the Borrower, be maintained as and/or converted into Base
Rate Loans or Eurocurrency Loans or a combination thereof, provided,
that all Term B Dollar Loans made by the Term B Dollar Lenders pursuant to the
same Borrowing shall, unless otherwise specifically provided herein, consist
entirely of Term B Dollar Loans of the same Type.  The Term B Euro Loans (1) shall be
advanced to the Borrower pursuant to a single drawing, which shall be on the
Closing Date, (2) shall be denominated in Euros, (3) shall initially
be made as Eurocurrency Loans with an Interest Period of one month, provided,
that all Term B Euro Loans made by the Term B Euro Lenders pursuant to the same
Borrowing shall, unless otherwise specifically provided herein, consist
entirely of Term B Euro Loans of the same Type.


 


(ii)                                  (A) The
Borrower shall have the right at any time following the date on which the
Administrative Agent notifies the Borrower that the initial syndication of the
Loans and Commitments with respect to this Agreement has occurred to the Administrative
Agent’s satisfaction (so long as (x) no Unmatured Event of Default or Event of
Default then exists and is continuing, (y) the Borrower shall have delivered to
Administrative Agent a Compliance Certificate for the period of four full
Fiscal Quarters immediately preceding the incurrence described below (prepared
in good faith and in a manner and using such methodology which is consistent
with the most recent financial statements delivered pursuant to Section 7.1)
giving pro forma effect to such incurrence and evidencing compliance with the
covenants set forth in Article IX) and (z) such incurrence is not
prohibited by the terms of any Public Note Document), to incur from one or more
existing Lenders and/or other Persons that are Eligible Assignees and which, in
each case, agree to make such term loans to the Borrower, Additional Term Loans
in Dollars (in maximum amounts described below), which loans may be incurred as
one or more tranches of additional term loans as determined by Administrative Agent:
(1) in an aggregate principal amount not to exceed $300,000,000 in order
to accommodate a merger or other transaction as a result of which Huntsman
Advanced Materials LLC is merged into or becomes a Subsidiary of the Borrower
so long as after giving effect to such transaction and incurrence, the Borrower’s
Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Secured Note
Indenture and the Senior Note (HLLC) Indenture) would either not be reduced or
would not be less than 3.0 to 1.0 and (2) in an aggregate principal amount
not to exceed $500,000,000 so long as the proceeds of such Additional Term
Loans pursuant to this clause (2) are used solely for (i) Consolidated
Capital Expenditures otherwise permitted hereunder; (ii) repayment of
secured Indebtedness of the Borrower; and (iii) to finance Acquisitions
permitted by Section 8.3(b) hereof.


 


49





















 


(B) In the event that the Borrower desires to
incur Additional Term Loans, the Borrower will enter into an amendment with the
lenders (who shall by execution thereof become Lenders hereunder if not
theretofore Lenders) to provide for such Additional Term Loans, which amendment
shall set forth any terms and conditions of the Additional Term Loans not covered
by this Agreement as agreed by the Borrower and such Lenders, and shall provide
for the issuance of promissory notes to evidence the Additional Term Loans if
requested by the lenders advancing Additional Term Loans (which notes shall
constitute Term Notes for purposes of this Agreement), with such amendment to
be in form and substance reasonably acceptable to Administrative Agent and
consistent with the terms of this Section 2.1(a)(ii) and of
the other provisions of this Agreement. 
No consent of any Lender (other than any Lender making Additional Term
Loans) is required to permit the Loans contemplated by this Section 2.1(a)(ii) or
the aforesaid amendment to effectuate the Additional Term Loans.  This section shall supercede any
provisions contained in this Agreement, including, without limitation, Section 12.1,
to the contrary.


 


(b)                                 Revolving
Loans.  Each Revolving Lender,
severally and for itself alone, hereby agrees, on the terms and subject to the
conditions hereinafter set forth and in reliance upon the representations and
warranties set forth herein and in the other Loan Documents, to make loans to
the Borrower denominated in Dollars or an Alternative Currency on a revolving
basis from time to time during the Commitment Period, in an amount that will
not (i) exceed its Pro Rata Share of the Total Available Revolving
Commitment (each such loan by any Lender, a “Revolving Loan” and
collectively, the “Revolving Loans”) or (ii) cause the Assigned
Dollar Value of Revolving Loans, Swing Line Loans and LC Obligations
denominated in an Alternative Currency to exceed $150,000,000.  All Revolving Loans comprising the same
Borrowing hereunder shall be made by the Revolving Lenders simultaneously and
in proportion to their respective Revolving Commitments.  Prior to the Revolver Termination Date,
Revolving Loans may be repaid and reborrowed by the Borrower in accordance with
the provisions hereof and, except as otherwise specifically provided in Section 3.6,
all Revolving Loans comprising the same Borrowing shall at all times be of the
same Type.


 


(c)                                  Swing
Line Loans


 


(i)                                     Swing
Line Commitment.  Subject to the
terms and conditions hereof, the Swing Line Lender in its individual capacity
agrees to make swing line loans in Dollars, Euros or Sterling (or, at the option
of the Swing Line Lender, any other Alternative Currency) (“Swing Line Loans”)
to the Borrower on any Business Day from time to time during the Commitment
Period in an aggregate principal amount at any one time outstanding not to
exceed the Dollar Equivalent of Fifty Million Dollars ($50,000,000); provided,
however, that in no event may the amount of any Borrowing of Swing Line
Loans (A) exceed the Total Available Revolving Commitment immediately
prior to such Borrowing (after giving effect to the use of proceeds thereof), (B) cause
the outstanding Revolving Loans of any Lender, when added to such Lender’s Pro
Rata Share of the then outstanding Swing Line Loans and Pro Rata Share of the
aggregate LC Obligations (exclusive of Unpaid Drawings relating to LC Obligations
which are


 


50





















 


repaid with the proceeds of, and simultaneously with the incurrence of,
Revolving Loans or Swing Line Loans) to exceed such Lender’s Revolving
Commitment or (C) cause the Assigned Dollar Value of Revolving Loans,
Swing Line Loans and LC Obligations denominated in an Alternative Currency to
exceed $150,000,000.  Amounts borrowed by
the Borrower under this Section 2.1(c)(i) may be repaid and
reborrowed until the Revolver Termination Date.


 


(ii)                                  Refunding
of Swing Line Loans.  The Swing Line
Lender, at any time in its sole and absolute discretion, may on behalf of the
Borrower (which hereby irrevocably directs the Swing Line Lender to so act on
its behalf) notify each Revolving Lender (including the Swing Line Lender) to
make a Revolving Loan in an amount equal to such Lender’s Pro Rata Share of the
Dollar Equivalent of the principal amount of the Swing Line Loans (the “Refunded
Swing Line Loans”) outstanding on the date such notice is given, provided,
however, that such notice shall be deemed to have automatically been
given upon the occurrence of an Event of Default under Sections 10.1(e) or
10.1(f) or upon the occurrence of a Change of Control.  Unless any of the events described in Sections
10.1(e) or 10.1(f) shall have occurred (in which event the
procedures of Section 2.1(c)(iii) shall apply) and regardless
of whether the conditions precedent set forth in this Agreement to the making
of a Revolving Loan are then satisfied, each Lender shall make the proceeds of
its Revolving Loan available to the Swing Line Lender at the Payment Office
prior to 11:00 a.m., New York City time, in funds immediately available on
the Business Day next succeeding the date such notice is given.  The proceeds of such Revolving Loans shall be
immediately applied to repay the Refunded Swing Line Loans.


 


(iii)                               Participation in
Swing Line Loans.  If, prior to
refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.1(c)(ii),
one of the events described in Sections 10.1(e) or 10.1(f) shall
have occurred, or if for any other reason a Revolving Loan cannot be made
pursuant to Section 2.1(c)(ii), then, subject to the provisions of Section 2.1(c)(iv) below,
each Revolving Lender will, on the date such Revolving Loan was to have been
made, purchase (without recourse or warranty) from the Swing Line Lender an
undivided participation interest in the Swing Line Loan in an amount equal to
its Pro Rata Share of the Dollar Equivalent of such Swing Line Loan.  Upon request, each Revolving Lender will
immediately transfer to the Swing Line Lender, in immediately available funds,
the amount of its participation and upon receipt thereof the Swing Line Lender
will deliver to such Revolving Lender a Swing Line Loan Participation
Certificate dated the date of receipt of such funds and in such amount.


 


(iv)                              Lenders’
Obligations Unconditional.  Each
Revolving Lender’s obligation to make Revolving Loans in accordance with Section 2.1(c)(ii) and
to purchase participating interests in accordance with Section 2.1(c)(iii) above
shall, except as set forth in the last sentence of this clause (iv), be
absolute and unconditional and shall not, except as set forth in the last
sentence of this clause (iv), be affected by any circumstance, including,
without limitation, (A) any set-off,


 


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counterclaim, recoupment, defense or other right which such Revolving
Lender may have against the Swing Line Lender, the Borrower or any other Person
for any reason whatsoever; (B) the occurrence or continuance of any Event
of Default or Unmatured Event of Default; (C) any adverse change in the
condition (financial or otherwise) of the Borrower or any other Person; (D) any
breach of this Agreement by the Borrower or any other Person; (E) any
inability of the Borrower to satisfy the conditions precedent to borrowing set
forth in this Agreement on the date upon which such participating interest is
to be purchased or (F) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.  If any Revolving Lender does not make
available to the Swing Line Lender the amount required pursuant to Section 2.1(c)(ii) or
(iii) above, as the case may be, the Swing Line Lender shall be
entitled to recover such amount on demand from such Revolving Lender, together
with interest thereon for each day from the date of non-payment until such
amount is paid in full at the Federal Funds Rate for the first two Business
Days and at the Base Rate thereafter. 
Notwithstanding the foregoing provisions of this Section 2.1(c)(iv),
no Revolving Lender shall be required to make a Revolving Loan to the Borrower
for the purpose of refunding a Swing Line Loan pursuant to Section 2.1(c)(ii) above
or to purchase a participating interest in a Swing Line Loan pursuant to Section 2.1(c)(iii) if
an Event of Default or Unmatured Event of Default has occurred and is
continuing and, prior to the making by the Swing Line Lender of such Swing Line
Loan, the Swing Line Lender has received written notice from such Revolving
Lender specifying that such Event of Default or Unmatured Event of Default has
occurred and is continuing, describing the nature thereof and stating that, as
a result thereof, such Revolving Lender shall cease to make such Refunded Swing
Line Loans and purchase such participating interests, as the case may be; provided,
however, that the obligation of such Revolving Lender to make such
Refunded Swing Line Loans and to purchase such participating interests shall be
reinstated upon the earlier to occur of (y) the date upon which such Revolving
Lender notifies the Swing Line Lender that its prior notice has been withdrawn
and (z) the date upon which the Event of Default or Unmatured Event of Default
specified in such notice no longer is continuing.


 


2.2                                 Notes


 


(a)                                  Evidence
of Indebtedness.  The Borrower’s
obligation to pay the principal of and interest on all the Loans made to it by
each Lender shall, if requested by a Lender, be evidenced, (1) if Term B Dollar
Loans, by a promissory note (each, a “Term B Dollar Note” and,
collectively, the “Term B Dollar Notes”) duly executed and delivered by
the Borrower substantially in the form of Exhibit 2.2(a)(1) hereto,
with blanks appropriately completed in conformity herewith, (2) if Term B
Euro Loans, by a promissory note (each, a “Term B Euro Note” and,
collectively, the “Term B Euro Notes”) duly executed and delivered by
the Borrower substantially in the form of Exhibit 2.2(a)(2) hereto,
with blanks appropriately completed in conformity herewith, (3) if
Revolving Loans, by a promissory note (each, a “Revolving Note” and,
collectively, the “Revolving Notes”) duly executed and delivered by the
Borrower substantially in the form of Exhibit 2.2(a)(3) hereto,
with blanks appropriately completed in conformity herewith and (4) if
Swing Line Loans, by a promissory note (each, a “Swing Line


 


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Note” and, collectively, the “Swing
Line Notes”) duly executed and delivered by the Borrower substantially in
the form of Exhibit 2.2(a)(4) hereto, with blanks
appropriately completed in conformity herewith.


 


(b)                                 Notation
of Payments.  Each Lender will note
on its internal records the amount of each Loan made by it, and each payment in
respect thereof and will, prior to any transfer of any of its Notes, endorse on
the reverse side thereof the outstanding principal amount of Loans evidenced
thereby.  Failure to make any such
notation, or any error in any such notation, shall not affect the Borrower’s or
any guarantor’s obligations hereunder or under the other applicable Loan
Documents in respect of such Loans.


 


2.3                                 Minimum
Amount of Each Borrowing; Maximum Number of Borrowings


 


The aggregate principal
amount of each Borrowing by the Borrower hereunder shall be not less than the
Minimum Borrowing Amount and, if greater (other than with respect to Swing Line
Loans), shall be in integral multiples of (i) in the case of a Borrowing
in Dollars, $1,000,000, (ii) in the case of a Borrowing in Sterling,
£750,000, or (iii) in the case of a Borrowing in Euros, €1,000,000, above
such minimum (or, if less, the then Total Available Revolving Commitment).  More than one Borrowing may be incurred on
any date; provided that at no time shall there be outstanding more than
six Borrowings of Eurocurrency Loans for any Facility.


 


2.4                                 Interest
Rate Options


 


The Term Loans and the
Revolving Loans shall, at the option of the Borrower except as otherwise
provided in this Agreement, be (i) Base Rate Loans, (ii) Eurocurrency
Loans, or (iii) part Base Rate Loans and part Eurocurrency Loans; provided,
that Term B Euro Loans and non-Dollar denominated Revolving Loans may only be
made as Eurocurrency Loans.  Dollar
denominated Swing Line Loans shall be made only as Base Rate Loans.  Non-Dollar denominated Swing Line Loans shall
bear interest at the applicable Quoted Rate. 
As to any Eurocurrency Loan, any Lender may, if it so elects, fulfill
its commitment by causing a foreign branch or affiliate to make or continue
such Loan, provided that in such event that Lender’s Loan shall, for the
purposes of this Agreement, be considered to have been made by that Lender and
the obligation of the Borrower to repay that Lender’s Loan shall nevertheless
be to that Lender and shall be deemed held by that Lender, for the account of
such branch or affiliate.


 


2.5                                 Notice
of Borrowing


 


Whenever the Borrower
desires to make a Borrowing of any Loan hereunder, it shall give the
Administrative Agent at its office located at 90 Hudson Street, 5th Floor,
Jersey City, New Jersey 07302 (or such other address as the Administrative
Agent may hereafter designate in writing to the parties hereto) (the “Notice
Address”) at least one Business Day’s prior written notice (or telephonic
notice promptly confirmed in writing), given not later than 1:00 p.m. (New
York City time) of each Base Rate Loan, and at least three Business Days’ prior
written notice (or telephonic notice promptly confirmed in writing), given not
later than 1:00 p.m. (New York City time), of each Dollar denominated
Eurocurrency Loan to be made hereunder and at least four Business Days prior
written notice (or telephone notice promptly


 


53





















 


confirmed in
writing) given not later than 1:00 p.m. (New York time), of each Loan
denominated in an Alternative Currency; provided, however, that a
Notice of Borrowing with respect to the Initial Borrowing may, at the
discretion of the Administrative Agent, be delivered later than the time
specified above.  Whenever the Borrower
desires that Swing Line Lender make a Swing Line Loan under Section 2.1(c),
it shall deliver to Swing Line Lender prior to 1:00 p.m. (New York City
time) on the date of Borrowing (at least one Business Day prior to the date of
Borrowing for Swing Line Loans denominated in an Alternative Currency) written
notice (or telephonic notice promptly confirmed in writing).  Each such notice (each a “Notice of
Borrowing”), which shall be in the form of Exhibit 2.5 hereto,
shall be irrevocable, shall be deemed a representation by the Borrower that all
conditions precedent to such Borrowing have been satisfied and shall specify (i) the
aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the
date of Borrowing (which shall be a Business Day),  (iii) whether the Loans being made
pursuant to such Borrowing are to be Base Rate Loans or Eurocurrency Loans or
both, (iv) with respect to Eurocurrency Loans, the Interest Period to be
applicable thereto and (v) with respect to Revolving Loans, the amount of
the Overdraft Reserve at such time.  The
Administrative Agent shall as promptly as practicable give each Lender written
or telephonic notice (promptly confirmed in writing) of each proposed
Borrowing, of such Lender’s Pro Rata Share thereof and of the other matters
covered by the Notice of Borrowing. 
Without in any way limiting the Borrower’s obligation to confirm in
writing any telephonic notice, the Administrative Agent or the Swing Line
Lender (in the case of Swing Line Loans) may act without liability upon the
basis of telephonic notice believed by the Administrative Agent in good faith
to be from a Responsible Officer of the Borrower prior to receipt of written
confirmation.  The Administrative Agent’s
records shall, absent manifest error, be final, conclusive and binding on the
Borrower with respect to evidence of the terms of such telephonic Notice of
Borrowing.


 


2.6                                 Conversion
or Continuation


 


With respect to Dollar
denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on
any Business Day at any time after the earlier of (x) the third Business Day
following the Closing Date and (y) the date the Administrative Agent notifies
the Borrower that Base Rate Loans or any portion thereof may be converted to Eurocurrency
Loans and (ii) at the end of any Interest Period with respect thereto, to
convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to
continue such Eurocurrency Loans or any portion thereof for an additional
Interest Period; provided, however, that the aggregate principal
amount of the Eurocurrency Loans that will, upon such conversion, constitute a
single Borrowing that must satisfy Section 2.3.  With respect to Euro or Sterling denominated
Loans, the Borrower may elect, in the same manner as described for conversions,
to continue such Eurocurrency Loans or any portion thereof for an additional
Interest Period.  Each conversion or
continuation of Loans of each applicable Facility shall be allocated among the
Loans of the Lenders for such Facility in accordance with their respective Pro
Rata Shares.  Each such election shall be
in substantially the form of Exhibit 2.6 hereto (a “Notice of
Conversion or Continuation”) and shall be made by giving the Administrative
Agent at least three Business Days’ (or one Business Day in the case of a
conversion into Base Rate Loans or four Business Days’ in the case of
continuation of a Term B Euro Loan or a non-Dollar denominated Revolving Loan)
prior written notice thereof to the Notice Office given not later than 1:00 p.m.
(New York City time) specifying (i) the amount and type of conversion or
continuation, (ii) in the case of a conversion to or a continuation of


 


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Eurocurrency
Loans, the Interest Period therefor, and (iii) in the case of a
conversion, the date of conversion (which date shall be a Business Day and, if
a conversion from Eurocurrency Loans, shall also be the last day of the
Interest Period therefor). 
Notwithstanding the foregoing, no conversion in whole or in part of Base
Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of
Dollar denominated Eurocurrency Loans upon the expiration of any Interest
Period therefor, shall be permitted at any time at which an Unmatured Event of
Default or an Event of Default shall have occurred and be continuing.  The Borrower shall not be entitled to specify
an Interest Period in excess of one month for any Term B Euro Loan or
non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an
Event of Default has occurred and is continuing.  If, within the time period required under the
terms of this Section 2.6, the Administrative Agent does not
receive a Notice of Conversion or Continuation from the Borrower containing a
permitted election to continue any Eurocurrency Loans for an additional
Interest Period or to convert any such Loans, then, upon the expiration of the
Interest Period therefor, such Loans will be automatically converted to Base
Rate Loans or, in the case of Term B Euro Loans and non-Dollar denominated
Revolving Loans, Eurocurrency Loans with an Interest Period of one month.  Each Notice of Conversion or Continuation
shall be irrevocable.


 


2.7                                 Disbursement
of Funds


 


No later than 1:00 p.m.
(local time at the place of funding) on the date specified in each Notice of
Borrowing, each Lender will make available its Pro Rata Share of Loans, to fund
the Borrowing requested to be made on such date in Dollars, Euro or Sterling,
as the case may be, and in immediately available funds, at the Payment Office
(for the account of such non-U.S. office of the Administrative Agent as the
Administrative Agent may direct in the case of Eurocurrency Loans) and the
Administrative Agent will make available to the Borrower at its Payment Office
the aggregate of the amounts so made available by the Lenders not later than
2:00 p.m. (local time in the place of payment).  Unless the Administrative Agent shall have
been notified by any Lender at least one Business Day prior to the date of
Borrowing that such Lender does not intend to make available to the
Administrative Agent such Lender’s portion of the Borrowing to be made on such
date, the Administrative Agent may assume that such Lender has made such amount
available to the Administrative Agent on such date of Borrowing and the
Administrative Agent may, but shall not be required to, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender on the date of
Borrowing, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender.  If such Lender does not pay such corresponding
amount forthwith upon the Administrative Agent’s demand therefor, the
Administrative Agent shall promptly notify the Borrower and, if so notified,
the Borrower shall immediately pay such corresponding amount to the
Administrative Agent.  The Administrative
Agent shall also be entitled to recover from the Borrower interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower to the
date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans,
applicable to the Type of Loan to which such corresponding amount related, for
the period in question; provided, however, that any interest paid
to the Administrative Agent in respect of such corresponding amount shall be
credited against interest payable by the Borrower to such Lender under Section 3.1
in respect of such corresponding amount. 
Any amount due hereunder to the Administrative Agent from any


 


55





















 


Lender which is
not paid when due shall bear interest payable by such Lender, from the date due
until the date paid, at the Federal Funds Rate for amounts in Dollars (and at
the Administrative Agent’s cost of funds for amounts in Euros or Sterling or
any other Alternative Currency) for the first three days after the date such
amount is due and thereafter at the Federal Funds Rate (or such cost of funds
rate) plus 1%, together with the Administrative Agent’s standard interbank
processing fee.  Further, such Lender
shall be deemed to have assigned any and all payments made of principal and
interest on its Loans, amounts due with respect to its Letters of Credit (or
its participations therein) and any other amounts due to it hereunder first to
the Administrative Agent to fund any outstanding Loans made available on behalf
of such Lender by the Administrative Agent pursuant to this Section 2.7
until such Loans have been funded (as a result of such assignment or otherwise)
and then to fund Loans of all Lenders other than such Lender until each Lender
has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of
such assignment or otherwise).  Such
Lender shall not have recourse against the Borrower with respect to any amounts
paid to the Administrative Agent or any Lender with respect to the preceding
sentence; provided, that such Lender shall have full recourse against
the Borrower to the extent of the amount of such Loans such Lender has been
deemed to have made pursuant to the preceding sentence.  Nothing herein shall be deemed to relieve any
Lender from its obligation to fulfill its Commitment hereunder or to prejudice
any rights which the Borrower may have against the Lender as a result of any
default by such Lender hereunder.


 


2.8                                 Pro
Rata Borrowings


 


All Borrowings in respect
of Loans (other than Swing Line Loans) under this Agreement shall be advanced
by the Lenders pro rata on the basis of their Commitments to the applicable
Facilities.  No Lender shall be
responsible for any default by any other Lender in its obligation to make Loans
hereunder and each Lender shall be obligated to make the Loans provided to be
made by it hereunder, regardless of the failure of any other Lender to fulfill
its Commitments hereunder.


 


2.9                                 Amount
and Terms of Letters of Credit


 


(a)                                  Letter
of Credit Commitments, Terms of Letters of Credit.


 


(i)                                     Subject
to and upon the terms and conditions herein set forth, at any time and from
time to time on or after the Closing Date until a date which is thirty (30)
days prior to the Revolver Termination Date, each Facing Agent agrees,
severally not jointly, to issue each in its own name, but for the ratable
account of all Revolving Lenders (including the applicable Facing Agent), one or
more Letters of Credit, denominated in Dollars or an Alternative Currency, for
the account of the Borrower in a Stated Amount which together with the
aggregate Stated Amount of all other Letters of Credit then outstanding does
not exceed Two Hundred Million Dollars ($200,000,000); provided, however,
that a Facing Agent shall not issue or extend the expiration of any Letter of
Credit if, immediately after giving effect to such issuance or extension, the
sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans
and the LC Obligations would exceed the Total Revolving Commitment minus the
Overdraft Reserve.  Each Revolving Lender
severally, but not jointly, agrees to participate


 


56





















 


in each such Letter of Credit issued by the applicable Facing Agent in
an amount equal to its Pro Rata Share and to make available to the applicable
Facing Agent such Lender’s Pro Rata Share of any payment made to the
beneficiary of such Letter of Credit to the extent not reimbursed by the
Borrower; provided, however, that no Revolving Lender shall be
required to participate in any Letter of Credit to the extent that such
participation therein would exceed such Revolving Lender’s then applicable
Available Revolving Commitment.  No
Lender’s obligation to participate in any Letter of Credit or to make available
to the applicable Facing Agent such Revolving Lender’s Pro Rata Share of any
Letter of Credit Payment made by the applicable Facing Agent shall be affected
by any other Revolving Lender’s failure to participate in the same or any other
Letter of Credit or by any other Revolving Lender’s failure to make available
to the applicable Facing Agent such other Lender’s Pro Rata Share of any Letter
of Credit Payment.


 


(ii)                                  Each
Letter of Credit issued or to be issued hereunder shall be issued on a sight
basis, and shall have an expiration date of one (1) year or less from the
issuance date thereof; provided, however, that each Standby
Letter of Credit may provide by its terms that it will be automatically
extended for additional successive periods of up to one (1) year unless
the applicable Facing Agent shall have given notice to the applicable
beneficiary (with a copy to the Borrower) of the election by the applicable Facing
Agent (such election to be in the sole and absolute discretion of the
applicable Facing Agent) not to extend such Letter of Credit, such notice to be
given prior to the then current expiration date of such Letter of Credit; provided,
further, that no Standby Letter of Credit or extension thereof shall be
stated to expire later than the date five (5) days prior to the Revolver
Termination Date and no Commercial Letter of Credit or extension thereof shall
be stated to expire later than the day thirty (30) days prior to the Revolver
Termination Date.


 


(b)                                 Procedure
for Issuance and Amendment of Letters of Credit.  Whenever the Borrower desires the issuance of
a Letter of Credit hereunder, it shall give the Administrative Agent and the
applicable Facing Agent at least three (3) Business Days’ prior written
notice (or such shorter period as may be agreed to by the Borrower,  the Administrative Agent and the applicable
Facing Agent) specifying the day of issuance thereof (which day shall be a
Business Day), such notice to be given prior to 12:00 p.m. (New York time)
on the date specified for the giving of such notice.  Each such notice (each, a “Notice of
Issuance”) shall be in the form of Exhibit 2.9(b) hereto
and shall specify (A) the proposed issuance date and expiration date, (B) whether
such Letter of Credit is to be issued as a letter of credit or bank guarantee, (C) the
Borrower as the account party and, if desired by the Borrower, one or more
Subsidiaries as additional account parties, (D) the name and address of
the beneficiary, (E) the Stated Amount of such proposed Letter of Credit, (F) the
currency in which such proposed Letter of Credit is to be issued and (G) such
other information as Facing Agent may reasonably request.  In addition, each Notice of Issuance shall
contain a description of the terms and conditions to be included in such
proposed Letter of Credit (all of which terms and conditions shall be
acceptable in form to the applicable Facing Agent).  Promptly after issuance or extension of any Letter
of Credit, the applicable Facing Agent shall notify the Administrative Agent of
such issuance or extension and such notice of a Standby Letter of Credit shall
be accompanied by a copy of the Standby Letter


 


57





















 


of Credit. 
Unless otherwise specified, all Standby Letters of Credit and Commercial
Letters of Credit will be governed by the “Uniform Customs and Practice for
Documentary Credits” and all Bank Guarantees will be governed by the “Uniform Rules for
Demand Guarantees”, in each case as issued by the International Chamber of
Commerce and as in effect on the date of issuance of such Letter of
Credit.  On the Business Day specified by
the Borrower and upon confirmation from the Administrative Agent that the
applicable conditions set forth in Article V have been fulfilled or
waived, the applicable Facing Agent will issue the requested Letter of Credit
to the applicable beneficiary.  From time
to time while a Letter of Credit is outstanding and prior to the Revolver
Termination Date, the applicable Facing Agent will, upon the written request of
the Borrower received by the Facing Agent (with a copy sent by the Borrower to
the Administrative Agent) at least three Business Days (or such shorter time as
the Facing Agent and the Administrative Agent may agree in a particular
instance in their sole discretion) prior to the proposed date of amendment,
amend any Letter of Credit issued by it. 
Each such request for amendment of a Letter of Credit shall be made by facsimile,
confirmed immediately in an original writing (each a “Letter of Credit
Amendment Request”) and shall specify in form and detail satisfactory to
the Facing Agent: (i) the Letter of Credit to be amended; (ii) the
proposed date of amendment of the Letter of Credit (which shall be a Business
Day); (iii) the nature of the proposed amendment; and (iv) such other
matters as the Facing Agent may require. 
The Facing Agent shall be under no obligation to amend any Letter of
Credit if: (A) the Facing Agent would have no obligation at such time to
issue such Letter of Credit in its amended form under the terms of this
Agreement, or (B) the beneficiary of any such Letter of Credit does not
accept the proposed amendment to the Letter of Credit.  The Facing Agent will provide a copy of any
amendment to the Administrative Agent and the Administrative Agent will
promptly notify the Lenders of the receipt by it of any amendment to a Letter
of Credit.  In the event that the Facing
Agent is other than the Administrative Agent, such Facing Agent will send by
facsimile transmission to the Administrative Agent, promptly on the first
Business Day of each week its daily maximum Dollar Equivalent amount available
to be drawn under the Commercial Letters of Credit issued by such Facing Agent
for the previous week.  The
Administrative Agent shall deliver to each Lender upon such calendar month end,
and upon each commercial letter of credit fee payment, a report setting forth
the daily maximum Dollar Equivalent amount available to be drawn for all Facing
Agents during such period.


 


(c)                                  Draws
upon Letters of Credit; Reimbursement Obligation.  In the event of any drawing under any Letter
of Credit by the beneficiary thereof, the applicable Facing Agent shall give
telephonic notice to the Borrower and the Administrative Agent (x) confirming
such drawing and (y) of the date on or before which such Facing Agent intends
to honor such drawing, and the Borrower shall reimburse the applicable Facing
Agent on the day on which such drawing is honored in an amount in same day
funds equal to the amount of such drawing (each such amount so paid until
reimbursed, an “Unpaid Drawing”); provided, however, that,
anything contained in this Agreement to the contrary notwithstanding, (i) unless
the Borrower shall have notified the Administrative Agent and the applicable
Facing Agent prior to 10:00 a.m. (New York City time) on the Business Day
on which the applicable Facing Agent intends to honor such drawing that the
Borrower intends to reimburse the applicable Facing Agent for the amount of
such drawing with funds other than the proceeds of Revolving Loans, the
Borrower shall be deemed to have timely given a Notice of Borrowing to the
Administrative Agent requesting each Revolving Lender to make Dollar denominated
Base Rate Loans on the date on which such drawing is honored in an amount equal
to the Dollar Equivalent of the amount of


 


58





















 


such drawing and the
Administrative Agent shall, if such Notice of Borrowing is deemed given,
promptly notify the Lenders thereof and (ii) unless any of the events
described in Section 10.1(e) or 10.1(f) shall have
occurred (in which event the procedures of Section 2.9(d) shall
apply), each such Lender shall, on the date such drawing is honored, make
Revolving Loans which are Base Rate Loans in the amount of its Pro Rata Share
of the Dollar Equivalent of such drawing, the proceeds of which shall be
applied directly by the Administrative Agent to reimburse the applicable Facing
Agent for the amount of such drawing; and provided, further,
that, if for any reason, proceeds of Revolving Loans are not received by the
applicable Facing Agent on such date in an amount equal to the amount of the
Dollar Equivalent of such drawing, the Borrower shall reimburse the applicable
Facing Agent, on the Business Day immediately following the date such drawing
is honored, in an amount in same day funds equal to the excess of the amount of
the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount
of such Revolving Loans, if any, which are so received, plus accrued interest
on such amount at the rate set forth in Section 3.1(a).


 


(d)                                 Lenders’
Participation in Letters of Credit. 
In the event that the Borrower shall fail to reimburse the applicable
Facing Agent as provided in Section 2.9(c) in an amount equal
to the amount of any drawing honored by the applicable Facing Agent under a
Letter of Credit issued by it in accordance with the terms hereof, the
applicable Facing Agent shall promptly notify the Administrative Agent and the
Administrative Agent shall promptly notify each Revolving Lender, of the
unreimbursed amount of such drawing and of such Lender’s respective
participation therein.  Each such
Revolving Lender shall purchase a participation interest in such LC Obligation
and shall make available to the applicable Facing Agent the Dollar Equivalent
of an amount equal to its Pro Rata Share of such drawing in same day funds, at
the office of the applicable Facing Agent specified in such notice, in each
case not later than 1:00 p.m. (New York City time) on the Business Day
after the date such Lender is notified by the Administrative Agent.  In the event that any such Lender fails to
make available to the applicable Facing Agent the amount of such Lender’s
participation in such Letter of Credit as provided in this Section 2.9(d),
the applicable Facing Agent shall be entitled to recover such amount on demand
from such Lender together with interest at the Federal Funds Rate for two
Business Days and thereafter at the Base Rate. 
Nothing in this Section 2.9(d) shall be deemed to
prejudice the right of any Lender to recover from the applicable Facing Agent
any amounts made available by such Lender to the applicable Facing Agent pursuant
to this Section 2.9(d) in the event that it is determined by a
court of competent jurisdiction that the payment with respect to a Letter of
Credit by the applicable Facing Agent in respect of which payment was made by
such Lender constituted gross negligence or willful misconduct on the part of
the applicable Facing Agent.  The
applicable Facing Agent shall distribute to each other Lender which has paid
all amounts payable by it under this Section 2.9(d) with
respect to any Letter of Credit issued by the applicable Facing Agent such
other Revolving Lender’s Pro Rata Share of all payments received by the
applicable Facing Agent from the Borrower in reimbursement of drawings honored
by the applicable Facing Agent under such Letter of Credit when such payments
are received.  Each Lender’s obligation
to make Revolving Loans pursuant to Section 2.9(c) or to
purchase participations pursuant to this Section 2.9(d) as a
result of a drawing under a Letter of Credit shall be absolute and
unconditional and without recourse to the applicable Facing Agent and shall not
be affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against the
Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of an Event of


 


59





















 


Default or a Material Adverse Effect; or (iii) any
other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing; provided, however, that each Lender’s
obligation to make Revolving Loans under Section 2.9(c) is
subject to the conditions set forth in Section 5.2.


 


(e)                                  Fees
for Letters of Credit.


 


(i)                                     Facing
Agent Fees.  The Borrower agrees to
pay the following amount to the applicable Facing Agent with respect to the
Letters of Credit issued by it for the account of the Borrower:


 


(A)                             with
respect to drawings made under any Letter of Credit, interest, payable on
demand, on the amount paid by Facing Agent in respect of each such drawing from
the date a drawing is honored up to (but not including) the date such amount is
reimbursed by the Borrower (including any such reimbursement out of the
proceeds of Revolving Loans, as the case may be, pursuant to Section 2.9(c))
at a rate which is at all times equal to 2% per annum in excess of the Base
Rate;


 


(B)                               with
respect to the issuance or amendment of each Letter of Credit and each payment
made thereunder, documentary and processing charges in accordance with the applicable
Facing Agent’s standard schedule for such charges in effect at the time of
such issuance, amendment, transfer or payment, as the case may be; and


 


(C)                               a
facing fee as agreed from time to time by the Borrower and the applicable
Facing Agent for the applicable Letter of Credit or, with respect to DB as
Facing Agent, a facing fee equal to 1/8th of 1% per annum of outstanding LC
Obligations and unless otherwise agreed, shall be payable with respect to the
Assigned Dollar Value of the maximum Stated Amount under such outstanding
Letters of Credit payable in arrears on each Quarterly Payment Date, on the
Revolver Termination Date and thereafter, on demand together with customary
issuance and payment charges payable pursuant to clause (B) above; provided,
however, if calculation of the facing fee in the manner set forth above
would result in a facing fee of less than $500 per year per Letter of Credit
issued by any Facing Agent, the Borrower shall be obligated to pay such
additional amount to such Facing Agent so as to provide for a minimum facing
fee of $500 per year per Letter of Credit.


 


(ii)                                  Participating
Lender Fees.  The Borrower agrees to
pay to the Administrative Agent for distribution to each participating
Revolving Lender in respect of all Letters of Credit outstanding such Revolving
Lender’s Revolving Pro Rata Share of a commission equal to the then Applicable
Eurocurrency Margin for Revolving Loans per annum with respect to the maximum
Stated Amount under such outstanding Letters of Credit (the “LC Commission”),
payable in arrears on each Quarterly Payment Date, on the Revolver Termination
Date and thereafter, on demand.  The LC
Commission shall be computed from the


 


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first day of issuance of each Letter of Credit and on the basis of the
actual number of days elapsed over a year of 360 days.


 


Promptly upon receipt by
a Facing Agent or the Administrative Agent of any amount described in clause
(i)(A) or (ii) of this Section 2.9(e), the applicable Facing
Agent or the Administrative Agent shall distribute to each Revolving Lender its
Pro Rata Share, as the case may be, of such amount as long as, in the case of
amounts described in clause (i)(A), such Lender has reimbursed the applicable
Facing Agent in accordance with Section 2.9(c).  Amounts payable under clause (i)(B) and (C) of
this Section 2.9(e) shall be paid directly to the applicable
Facing Agent.


 


(f)                                    LC
Obligations Unconditional.  The
obligation of the Borrower to reimburse a Facing Agent (or any Lender that has
purchased a participation from or made a Loan to enable the Borrower to
reimburse the applicable Facing Agent) for drawings made under any Letter of
Credit issued by it and the obligations of each Lender to purchase
participations pursuant to Section 2.9(d) as a result of such
a drawing shall be unconditional and irrevocable and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:


 


(i)                                     any
lack of validity or enforceability of such Letter of Credit;


 


(ii)                                  the
existence of any claim, setoff, defense or other right which the Borrower or
any of its Affiliates may have at any time against a beneficiary or any
transferee of such Letter of Credit (or any persons or entities for which any
such beneficiary or transferee may be acting), the applicable Facing Agent, any
Lender or any other Person, whether in connection with this Agreement, the
transactions contemplated herein or any unrelated transaction (including any
underlying transaction between the Borrower or one of its Subsidiaries and the
beneficiary of such Letter of Credit);


 


(iii)                               any draft, demand,
certificate or any other document presented under such Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;


 


(iv)                              payment
by the applicable Facing Agent under such Letter of Credit against presentation
of a demand, draft or certificate or other document which does not comply with
the terms of such Letter of Credit;


 


(v)                                 any
other circumstance or happening whatsoever, whether or not similar to any of
the foregoing; or


 


(vi)                              the
fact that an Event of Default or an Unmatured Event of Default shall have
occurred and be continuing.


 


Notwithstanding the
foregoing, neither the Borrower nor the Lenders (other than the applicable
Facing Agent in its capacity as such) shall be liable for any obligation
resulting from the gross


 


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negligence or willful
misconduct of the applicable Facing Agent, as determined by a court of
competent jurisdiction, with respect to any Letter of Credit.


 


(g)                                 Indemnification.  In addition to amounts payable as elsewhere provided
in this Agreement, the Borrower hereby agrees to protect, indemnify, pay and
save the applicable Facing Agent and the Lenders harmless from and against any
and all claims, demands, liabilities, damages, losses, costs, charges and
expenses (including Attorney Costs) (other than for Taxes, which shall be
covered by Section 4.7) which the applicable Facing Agent and the
Lenders may incur or be subject to as a consequence, direct or indirect, of (i) the
issuance of the Letters of Credit, other than as a result of the gross
negligence or willful misconduct of the applicable Facing Agent, as determined
by a court of competent jurisdiction, or (ii) the failure of the
applicable Facing Agent to honor a drawing under any Letter of Credit as a
result of any act or omissions, whether rightful or wrongful, of any present or
future de jure or de facto Governmental Authority (all such acts or omissions
herein called “Government Acts”) other than arising out of the gross
negligence or willful misconduct, as determined by a court of competent
jurisdiction, of the applicable Facing Agent. 
As between the Borrower on the one hand, and the applicable Facing Agent
and the Lenders, on the other hand, the Borrower assumes all risks of the acts
and omissions of, or misuse of the Letters of Credit issued by the applicable
Facing Agent or by the respective beneficiaries of such Letters of Credit.  In furtherance and not in limitation of the
foregoing, neither the applicable Facing Agent nor any of the Lenders shall be
responsible: (i) for the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document submitted by any party in
connection with the application for and issuance of or any drawing under such
Letters of Credit, even if it should in fact prove to be in any or all respects
invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason; (iii) for failure of the
beneficiary of any such Letter of Credit to comply fully with conditions
required in order to draw upon such Letter of Credit; (iv) for errors,
omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex, or otherwise, whether or not they be in
cipher; (v) for errors in interpretation of technical terms; (vi) for
any loss or delay in the transmission or otherwise of any document required in
order to make a drawing under any such Letter of Credit or of the proceeds
thereof; (vii) for the misapplication by the beneficiary of any such
Letter of Credit of the proceeds of any drawing under such Letter of Credit;
and (viii) for any consequences arising from causes beyond the control of
the applicable Facing Agent, including, without limitation, any Government
Acts.  None of the above shall effect,
impair, or prevent the vesting of any of the applicable Facing Agent’s or any
Lender’s rights or powers hereunder.


 


In furtherance and
extension and not in limitation of the specific provisions hereinabove set
forth, any action taken or omitted by the applicable Facing Agent under or in connection
with the Letters of Credit issued by it or the related certificates, if taken
or omitted in good faith, shall not put the applicable Facing Agent under any
resulting liability to the Borrower. 
Notwithstanding anything to the contrary contained in this Agreement,
the Borrower shall have no obligation to indemnify or hold harmless the
applicable Facing Agent in respect of any claims, demands, liabilities,
damages, losses, costs, charges or expenses (including Attorney Costs) incurred
by the applicable Facing Agent to the extent arising out of the gross
negligence or willful misconduct of  the
applicable Facing Agent, as determined by a court of competent


 


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jurisdiction.  The right of indemnification in the first
paragraph of this Section 2.9(g) shall not prejudice any
rights that the Borrower may otherwise have against the applicable Facing Agent
with respect to a Letter of Credit issued hereunder.


 


(h)                                 Stated
Amount.  The Stated Amount of each
Letter of Credit shall not be less than the Dollar Equivalent of One Hundred
Thousand Dollars ($100,000) or such lesser amount as the applicable Facing
Agent has agreed to.


 


(i)                                     Increased
Costs.  Subject to Section 4.7,
if any time after the date hereof any Facing Agent or any Lender determines
that the introduction of or any change after the Closing Date in any applicable
law, rule, regulation, order, guideline or request or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or compliance by the applicable
Facing Agent or such Lender with any request or directive issued after the
Closing Date by any such authority (whether or not having the force of law),
shall either (i) impose, modify or make applicable any reserve, deposit,
capital adequacy or similar requirement against letters of credit issued by the
applicable Facing Agent or participated in by any Revolving Lender, or (ii) impose
on the applicable Facing Agent or any Revolving Lender any other conditions
relating, directly or indirectly, to the provisions of this Agreement relating
to Letters of Credit or any Letter of Credit; and the result of any of the
foregoing is to increase the cost to the applicable Facing Agent or any Lender
of issuing, maintaining or participating in any Letter of Credit, or reduce the
amount of any sum received or receivable by the applicable Facing Agent or any
Lender hereunder or reduce the rate of return on its capital with respect to
Letters of Credit, then, upon demand to the Borrower by the applicable Facing
Agent or any Lender (a copy of which demand shall be sent by the applicable
Facing Agent or such Lender to the Administrative Agent), the Borrower shall
pay to the applicable Facing Agent or any Lender, as the case may be, such
additional amount or amounts as will compensate the applicable Facing Agent or
such Lender for such increased cost or reduction in the amount receivable or
reduction on the rate of return on its capital. 
In determining such additional amounts pursuant to the preceding
sentence, the applicable Facing Agent or such Lender will act reasonably and in
good faith and will, to the extent the increased costs or reductions in amounts
receivable or reductions in rates of return relate to Facing Agent’s or such
Lender’s letters of credit in general and are not specifically attributable to
the Letters of Credit hereunder, use averaging and attribution methods which
are reasonable and which cover all letters of credit similar to the Letters of
Credit issued by or participated in by the applicable Facing Agent or such
Lender whether or not the documentation for such other Letters of Credit permit
the applicable Facing Agent or such Lender to receive amounts of the type
described in this Section 2.9(i). 
The applicable Facing Agent or any Lender, upon determining that any
additional amounts will be payable pursuant to this Section 2.9(i),
will give prompt written notice thereof to the Borrower, which notice shall
include a certificate submitted to the Borrower by the applicable Facing Agent
or such Lender (a copy of which certificate shall be sent by the applicable
Facing Agent or such Lender to the Administrative Agent), setting forth in
reasonable detail the basis for the calculation of such additional amount or
amounts necessary to compensate the applicable Facing Agent or such Lender,
although failure to give any such notice shall not release or diminish the
Borrower’s obligations to pay additional amounts pursuant to this Section 2.9(i);
provided, however, if the applicable Facing Agent or such Lender,
as applicable, has intentionally withheld or delayed such notice, the
applicable Facing Agent or such Lender, as the case may be, shall not be
entitled to receive


 


63





















 


additional amounts
pursuant to this Section 2.9(i) for periods occurring prior to
the 180th day before the giving of such notice. 
The certificate required to be delivered pursuant to this Section 2.9(i) shall,
absent manifest error, be final, conclusive and binding on the Borrower.


 


(j)                                     Outstanding
Letters of Credit.  The letters of
credit set forth under the caption “Letters of Credit outstanding on the
Closing Date” on Schedule 2.9(j) were issued prior to the Closing
Date pursuant to one of the Prior Credit Agreements and will remain outstanding
as of the Closing Date (the “Outstanding Letters of Credit”).  The Borrower, each Facing Agent and each of
the Lenders hereby agree with respect to the Outstanding Letters of Credit that
each such Outstanding Letters of Credit, for all purposes under this Agreement,
shall, from and after the Closing Date, be deemed to be Letters of Credit
governed by the terms and conditions of this Agreement.  Each Revolving Lender further agrees to
participate in each such Outstanding Letter of Credit in an amount equal to its
Pro Rata Share of the Stated Amount of such Outstanding Letters of Credit.


 


ARTICLE III


 


INTEREST
AND FEES


 


3.1                                 Interest  


 


(a)                                  Base
Rate Loans.  The Borrower agrees to
pay interest in respect of the unpaid principal amount of each Base Rate Loan,
at a rate per annum equal to the Base Rate plus the Applicable Base Rate
Margin, from the date the proceeds thereof are made available to the Borrower
(or, if such Base Rate Loan was converted from a Eurocurrency Loan, the date of
such conversion) until the earlier of (i) the maturity (whether by
acceleration or otherwise) of such Base Rate Loan and (ii) the conversion
of such Base Rate Loan to a Eurocurrency Loan pursuant to Section 2.6.


 


(b)                                 Eurocurrency
Loans.  The Borrower agrees to pay
interest in respect of the unpaid principal amount of each Eurocurrency Loan at
a rate per annum equal to the relevant Eurocurrency Rate plus the Applicable
Eurocurrency Margin, from the date the proceeds thereof are made available to
the Borrower (or, if such Eurocurrency Loan was converted from a Base Rate
Loan, the date of such conversion) until the earlier of (i) the maturity
(whether by acceleration or otherwise) of such Eurocurrency Loan and (ii) the
conversion of such Eurocurrency Loan to a Base Rate Loan pursuant to Section 2.6.


 


(c)                                  Payment
of Interest.  Interest on each Loan
shall be payable in arrears on each Interest Payment Date; provided, however,
that interest accruing pursuant to Section 3.1(e) and as
otherwise set forth in the penultimate sentence of this Section 3.1(c) shall
be payable from time to time on demand. 
Interest shall also be payable on all then outstanding Revolving Loans
on the Revolver Termination Date and on all Loans on the date of repayment
(including prepayment) thereof (except that accrued interest need not be paid
in connection with voluntary prepayments pursuant to Section 4.3 of
Swing Line Loans and Revolving Loans that are Base Rate Loans made on any day
other than a Quarterly Payment Date or the Revolver Termination Date; provided
such accrued interest is paid on the next Quarterly Payment Date) or on the
date of maturity (by acceleration or otherwise), as applicable, of such Loans.  During the existence of


 


64





















 


any Event of Default, interest on any Loan shall be
payable on demand.  Interest to be paid
with respect to Loans denominated in (x) Dollars shall be paid in Dollars and
(y) in an Alternative Currency shall be in such Alternative Currency.


 


(d)                                 Notification
of Rate.  The Administrative Agent,
upon determining the interest rate for any Borrowing of Eurocurrency Loans for
any Interest Period, shall promptly notify the Borrower and the Lenders
thereof.  Such determination shall,
absent manifest error and subject to Section 3.6, be final,
conclusive and binding upon all parties hereto.


 


(e)                                  Default
Interest. Notwithstanding the rates of interest specified herein, effective
on the date of the occurrence of any Event of Default and for so long
thereafter as any such Event of Default shall be continuing, and effective
immediately upon any failure to pay any Obligations or any other amounts due
under any of the Loan Documents when due, whether by acceleration or otherwise,
the principal balance of each Loan then outstanding and, to the extent
permitted by applicable law, any interest payment on each Loan not paid when
due or other amounts then due and payable shall bear interest payable on
demand, after as well as before judgment, at a rate per annum equal to the
Default Rate.


 


(f)                                    Maximum
Interest.  If any interest payment or
other charge or fee payable hereunder exceeds the maximum amount then permitted
by applicable law, the Borrower shall be obligated to pay the maximum amount
then permitted by applicable law and the Borrower shall continue to pay the
maximum amount from time to time permitted by applicable law until all such
interest payments and other charges and fees otherwise due hereunder (in the
absence of such restraint imposed by applicable law) have been paid in full.


 


3.2                                 Fees


 


(a)                                  Commitment
Fees.  The Borrower shall pay to the
Administrative Agent for pro rata distribution to each Non-Defaulting Lender
having a Revolving Commitment (based on its Pro Rata Share) a commitment fee
(the “Commitment Fee”) for the period commencing on the Closing Date to
and including the Revolver Termination Date, computed at a rate equal to the
Applicable Commitment Fee Percentage per annum on the average daily Total
Available Revolving Commitment (“Average Utilization”), which shall  be calculated based upon the time period as
to which such Commitment Fee is being paid. 
Unless otherwise specified, accrued Commitment Fees shall be due and
payable (i) on each Quarterly Payment Date occurring after the Closing
Date, (ii) on the Revolver Termination Date and (iii) upon any
reduction or termination in whole or in part of the Revolving Commitments, as
the case may be (but only, in the case of a reduction, on the portion of the
Revolving Commitments then being reduced).


 


(b)                                 Arranger
and Agency Fees.  The Borrower shall
pay to the Administrative Agent for its own account (or the account of its
Affiliates), agency and other Loan fees in the amount and at the times set
forth in the Fee Letter.


 


3.3                                 Computation
of Interest and Fees


 


Interest on all Loans and
fees payable hereunder shall be computed on the basis of the actual number of
days elapsed over a year of 360 days; provided that interest on all Base
Rate Loans shall be computed on the basis of the actual number of days elapsed
over a year of 365 or


 


65





















 


366 days, as the
case may be.  The Administrative Agent
shall, at any time and from time to time upon request of the Borrower, deliver
to the Borrower a statement showing the quotations used by the Administrative
Agent in determining any interest rate applicable to Revolving Loans pursuant
to this Agreement.  Each change in the
Applicable Base Rate Margin or Applicable Eurodollar Margin or the Applicable
Commitment Fee Percentage or any change in the LC Commission as a result of a
change in the Borrower’s Most Recent Leverage Ratio shall become effective on
the date upon which such change in such ratio occurs.


 


3.4                                 Interest
Periods


 


At the time it gives any
Notice of Borrowing or a Notice of Conversion or Continuation with respect to
any Borrowing bearing interest with reference to the Eurocurrency Rate, the
Borrower shall elect, by giving the Administrative Agent written notice, the
interest period (each an “Interest Period”) applicable thereto, which
Interest Period shall, at the option of the Borrower, be one, two, three or six
months or, if available or otherwise satisfactory to each of the applicable
Lenders (as determined by each such applicable Lender in its sole discretion) a
nine or twelve month period, provided that:


 


(i)                                     all
Eurocurrency Loans comprising a single Borrowing shall at all times have the
same Interest Period;


 


(ii)                                  the
initial Interest Period for any Eurocurrency Loan shall commence on the date of
such Borrowing of such Eurocurrency Loan (including the date of any conversion
thereto from a Loan of a different Type) and each Interest Period occurring
thereafter in respect of such Eurocurrency Loan shall commence on the last day
of the immediately preceding Interest Period;


 


(iii)                               if any Interest Period
relating to a Eurocurrency Loan begins on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period, such Interest Period shall end on the last Business Day of such
calendar month;


 


(iv)                              if
any Interest Period would otherwise expire on a day which is not a Business
Day, such Interest Period shall expire on the next succeeding Business Day; provided,
however, that if any Interest Period for a Eurocurrency Loan would
otherwise expire on a day which is not a Business Day but is a day of the month
after which no further Business Day occurs in such month, such Interest Period
shall expire on the next preceding Business Day;


 


(v)                                 at
any time when an Event of Default is then in existence, no Interest Period (a) of
more than one month may be selected with respect to any Loan denominated in an
Alternative Currency and (b) may be selected with respect to any Loan
denominated in Dollars;


 


(vi)                              no
Interest Period shall extend beyond the applicable Term Maturity Date for any
Term Loan or the Revolver Termination Date for any Revolving Loan; and


 


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(vii)                           no Interest Period in
respect of any Borrowing of Term Loans for any Term Facility shall be selected
which extends beyond any date upon which a Scheduled Term Repayment will be
required to be made under Section 4.4(b) for such Term
Facility if the aggregate principal amount of all Term Loans which have
Interest Periods which will expire after such date will be in excess of the
aggregate principal amount of Term B Loans then outstanding less the aggregate
amount of such required prepayment.


 


Notwithstanding anything
to the contrary herein, the Borrower may only have Base Rate Loans and
Eurocurrency Loans with a one month Interest Period for the first 30 days after
the Closing Date or, if earlier, the date on which the Administrative Agent
informs the Borrower of the completion of the syndication of the Commitments
and Loans.


 


3.5                                 Compensation
for Funding Losses


 


The Borrower shall
compensate each Lender, upon its written request (which request shall set forth
the basis for requesting such amounts, showing the calculation thereof in
reasonable detail), for all losses, expenses and liabilities (including,
without limitation, any interest paid by such Lender to lenders of funds
borrowed by it to make or carry its Eurocurrency Loans to the extent not
recovered by the Lender in connection with the liquidation or re-employment of
such funds and including the compensation payable by such Lender to a
Participant) and any loss sustained by such Lender in connection with the
liquidation or re-employment of such funds (including, without limitation, a return
on such liquidation or re-employment that would result in such Lender receiving
less than it would have received had such Eurocurrency Loan remained
outstanding until the last day of the Interest Period applicable to such
Eurocurrency Loans) which such Lender may sustain as a result of: (i) the
continuation or Borrowing of, the conversion from or into, a Eurocurrency Loan
not occurring on the date specified therefor in a Notice of Borrowing or Notice
of Conversion or Continuation (whether or not withdrawn for any reason (other
than a default by such Lender or the Administrative Agent)); (ii) any
payment, prepayment or conversion or continuation of any of its Eurocurrency
Loans occurring for any reason whatsoever on a date which is not the last day
of an Interest Period applicable thereto; (iii) any repayment of any of
its Eurocurrency Loans not being made on the date specified in a notice of
payment given by the Borrower; or (iv) (A) any other failure by the
Borrower to repay its Eurocurrency Loans when required by the terms of this
Agreement or (B) an election made by the Borrower pursuant to Section 3.7;
provided that such written request, including the calculation as to
additional amounts owed such Lender under this Section 3.5, is
delivered to the Borrower and the Administrative Agent by such Lender shall be
delivered within 30 days of such event. 
Absent manifest error, such request shall be final, conclusive and
binding for all purposes.  Calculation of
all amounts payable to a Lender under this Section 3.5 shall be
made as though that Lender had actually funded its relevant Eurocurrency Loan
through the purchase of a Eurocurrency deposit bearing interest at the
Eurocurrency Rate in an amount equal to the amount of that Loan, having a
maturity comparable to the relevant Interest Period and through the transfer of
such Eurocurrency deposit from an offshore office of that Lender to a domestic
office of that Lender in the United States of America; provided, however,
that each Lender may fund each of its Eurocurrency Loans in any manner it sees
fit and the foregoing assumption shall be utilized only for the calculation of
amounts payable under this Section 3.5.


 


67










 













 


3.6                                 Increased
Costs, Illegality, Etc.


 


(a)                                  Generally.
Except as provided in Section 4.7, in the event that any Lender
shall have determined, in its reasonable, good faith judgment, (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto but, with respect to clause (i) below, may be made
only by the Administrative Agent):


 


(i)                                     on
any Interest Rate Determination Date that, by reason of any change arising
after the date of this Agreement affecting the interbank Eurocurrency market,
adequate and fair means do not exist for ascertaining the applicable interest
rate on the basis provided for in the definition of Eurocurrency Rate; or


 


(ii)                                  at
any time that such Lender shall incur increased costs or reduction in the
amounts received or receivable hereunder with respect to any Eurocurrency Loan
because of (x) any change arising after the date of this Agreement in any
applicable law or governmental rule, regulation, order, guideline or request
(whether or not having the force of law) or in the interpretation or
administration thereof and including the introduction of any new law or
governmental rule, regulation, order, guideline or request, such as, for
example, but not limited to: (A) a change in the basis of taxation of
payments to such Lender of the principal of or interest on the Notes or any
other amounts payable hereunder (except for taxes described in Sections
4.7(a)(i) through (vi)) or (B) a change in official
reserve requirements (but, in all events, excluding reserves required under
Regulation D to the extent included in the computation of the Eurocurrency
Rate) and/or (y) other circumstances arising after the date of this Agreement
affecting such Lender or the interbank Eurocurrency market or the position of
such Lender in such market (excluding, however, differences in such Lender’s
cost of funds from those of the Administrative Agent which are solely the
result of credit differences between such Lender and the Administrative Agent);
or


 


(iii)                               at any time that (x) the
making or continuance of any Eurocurrency Loan has been made (1) unlawful
by any law or governmental rule, regulation or order, or (2) impracticable
as a result of a contingency occurring after the date of this Agreement which
materially and adversely affects the interbank Eurocurrency market or (y)
compliance by such Lender, acting in good faith, with any governmental request
(whether or not having force of law) is impossible;


 


then, and in any such
event, such Lender (or the Administrative Agent, in the case of clause (i) above)
shall promptly give notice (by telephone confirmed in writing) to the Borrower
and, except in the case of clause (i) above, to the Administrative Agent
of such determination (which notice the Administrative Agent shall promptly
transmit to each of the other Lenders). 
Thereafter (x) in the case of clause (i) above, Eurocurrency Loans
shall no longer be available until such time as the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to
such notice by the Administrative Agent no longer exist, and any Notice of
Borrowing or Notice of Conversion or Continuation given by the Borrower with


 


68





















 


respect to Eurocurrency
Loans (other than with respect to conversions to Base Rate Loans) which have
not yet been advanced (including by way of conversion) shall be deemed
rescinded by the Borrower; (y) in the case of clause (ii) above, the
Borrower shall pay to such Lender, upon written demand therefor, such
additional amounts (in the form of an increased rate of, or a different method
of calculating, interest, as such Lender in its reasonable good faith judgment
shall determine) as shall be required to compensate such Lender for such increased
costs or reductions in amounts received or receivable hereunder, (such written
demand as to the additional amounts owed to such Lender, which shall show the
basis for the calculation thereof, submitted to the Borrower by such Lender
shall, absent manifest error, be final and conclusive and binding on all the
parties hereto; provided, that such Lender shall not be entitled to
receive additional amounts pursuant to this Section 3.6(a)(y) for
any change or circumstance referred to in Section 3.6(a) occurring
prior to the 180th day before the making of such demand (unless the change is
due to a law enacted with retroactive effect, in which case the 180 day period
shall be extended to include the period of retroactive effect); and (z) in the
case of clause (iii) above, the Borrower shall take one of the actions
specified in Section 3.6(b) as promptly as possible and, in
any event, within the time period required by law.  In determining such additional amounts
pursuant to clause (y) of the immediately preceding sentence, each affected
Lender shall act reasonably and in good faith and will, to the extent the
increased costs or reductions in amounts receivable relate to such Lender’s
loans in general and are not specifically attributable to a Loan hereunder, use
averaging and attribution methods which are reasonable and which cover all
loans similar to the Loans made by such Lender whether or not the loan
documentation for such other loans permits the Lender to receive increased
costs of the type described in this Section 3.6(a).


 


(b)                                 Eurocurrency
Loans.  At any time that any
Eurocurrency Loan is affected by the circumstances described in Section 3.6(a)(ii) or
(iii), the Borrower may (and, in the case of a Eurocurrency Loan
affected by the circumstances described in Section 3.6(a)(iii),
shall) either (i) if the affected Eurocurrency Loan has not yet been made
or the conversion to such Eurocurrency Loan has not yet been accomplished, by
giving the Administrative Agent telephonic notice (confirmed in writing) on the
same date that the Borrower was notified by the affected Lender or the
Administrative Agent pursuant to Section 3.6(a)(ii) or (iii),
cancel the respective Borrowing, or (ii) if the affected Eurocurrency Loan
is then outstanding, upon at least three Business Days’ written notice to
Administrative Agent, require the affected Lender to convert such Eurocurrency
Loan into a Base Rate Loan, provided, that if more than one Lender is
affected at any time, then all affected Lenders must be treated the same
pursuant to this Section 3.6(b).


 


(c)                                  Capital
Requirements. If any Lender determines that the introduction of or any
change in any applicable law or governmental rule, regulation, order, guideline
or request (whether or not having the force of law) concerning capital
adequacy, or any change in interpretation or administration thereof by any
Governmental Authority, central bank or comparable agency (in each case after
the date of this Agreement), will have the effect of increasing the amount of
capital required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender’s Commitments
hereunder or its obligations hereunder, then the Borrower shall pay to such
Lender, upon its written notice as hereafter described, such additional amounts
as shall be required to compensate such Lender or such other corporation for
the increased cost to such Lender or such other corporation or the reduction in
the rate of return to such Lender or such other corporation as a


 


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result of such increase
of capital.  In determining such
additional amounts, each Lender will act reasonably and in good faith and will
use averaging and attribution methods which are reasonable and which will, to
the extent the increased costs or reduction in the rate of return relates to
such Lender’s commitments or obligations in general and are not specifically
attributable to the Commitments and obligations hereunder, cover all
commitments and obligations similar to the Commitments and obligations of such
Lender hereunder whether or not the loan documentation for such other
commitments or obligations permits such Lender to make the determination
specified in this Section 3.6(c), and such Lender’s determination
of compensation owing under this Section 3.6(c) shall, absent
manifest error, be final and conclusive and binding on all the parties
hereto.  Each Lender, upon determining
that any additional amounts will be payable pursuant to this Section 3.6(c),
will give prompt written notice thereof to the Borrower, which notice shall
show in reasonable detail the basis for calculation of such additional amounts;
provided that no Lender shall be entitled to receive additional amounts
pursuant to this Section 3.6(c) for increased costs incurred
prior to the 180th day before the giving of such notice, unless such increased
costs are due to a change in law that provides for retroactive effect, in which
case the 180 day period shall be extended to include the period of retroactive
effect).


 


(d)                                 Change
of Lending Office. Each Lender which is or will be owed compensation
pursuant to Section 3.6(a) or (c) or 4.7
will, if requested by the Borrower, use reasonable efforts (subject to overall
policy considerations of such Lender) to cause a different Lending Office to
make or continue a Loan or Letter of Credit if such designation will avoid the
need for, or materially reduce the amount of, such compensation to such Lender
and will not, in the judgment of such Lender, be otherwise disadvantageous to
such Lender or Lending Office.  Nothing
in this Section 3.6(d) shall affect or postpone any of the
obligations of the Borrower or the right of any Lender provided for herein.


 


3.7                                 Replacement
of Affected Lenders


 


(x)                                   So
long as no Event of Default or Unmatured Event of Default then exists, if any
Revolving Lender becomes a Defaulting Lender or otherwise defaults in its
Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the
case of Section 2.9(i), Facing Agent) is owed increased costs under
Section 2.9(i), Section 3.6(a)(ii) or (iii),
or Section 3.6(c), or the Borrower is required to make any payments
under Section 4.7(a) or (c) to any Lender, or (z) as
provided in Section 12.1(b) in the case of certain refusals by
a Lender to consent to certain proposed amendments, changes, supplements,
waivers, discharges or terminations with respect to this Agreement which have
been approved by the Required Lenders, the Borrower shall have the right to
replace such Lender (the “Replaced Lender”) with one or more other
Eligible Assignees acceptable to the Administrative Agent, provided that
no such Eligible Assignee is a Defaulting Lender at the time of such
replacement (collectively, the “Replacement Lender”), provided further
that (i) at the time of any replacement pursuant to this Section 3.7,
the Replaced Lender and Replacement Lender shall enter into one or more
assignment agreements, in form and substance satisfactory to such parties and
the Administrative Agent, pursuant to which the Replacement Lender shall
acquire all of the Commitments and outstanding Loans of, and participation in
Letters of Credit and Swing Line Loans by, the Replaced Lender (with the
assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all
obligations of the Borrower owing to the Replaced Lender (including, without
limitation, such increased costs


 


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and excluding those
specifically described in clause (y) above in respect of which the assignment
purchase price has been, or is concurrently being paid) shall be paid in full
to such Replaced Lender concurrently with such replacement.  Upon the execution of the respective
assignment documentation, the payment of amounts referred to in clause (ii) above
and, if so requested by the Replacement Lender, delivery to the Replacement
Lender of the appropriate Note or Notes executed by the Borrower, the
Replacement Lender shall become a Lender hereunder and, unless the Replaced
Lender continues to have outstanding Loans hereunder, the Replaced Lender shall
cease to constitute a Lender hereunder, except with respect to indemnification
provisions under this Agreement, which shall survive as to such Replaced
Lender.  Notwithstanding anything to the
contrary contained above, no Lender that acts as a Facing Agent may be replaced
hereunder at any time during which such Facing Agent has Letters of Credit
outstanding hereunder, unless arrangements satisfactory to such Facing Agent
(including (1) the furnishing of a standby letter of credit in form and
substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the
depositing of cash collateral into a collateral account in amounts and pursuant
to arrangements satisfactory to such Facing Agent) have been made with respect
to such outstanding Letters of Credit. 
The Replaced Lender shall be required to deliver for cancellation its
applicable Notes to be canceled on the date of replacement, or if any such Note
is lost or unavailable, such other assurances or indemnification therefor as
the Borrower may reasonably request.


 


ARTICLE IV


 


REDUCTION
OF COMMITMENTS; PAYMENTS AND PREPAYMENTS


 


4.1                                 Voluntary
Reduction of Commitments


 


(a)                                  Upon
at least three Business Days’ prior written notice (or telephonic notice
confirmed in writing) to the Administrative Agent at the Notice Office (which
notice the Administrative Agent shall promptly transmit to each Lender), the
Borrower shall have the right, without premium or penalty, to terminate the unutilized
portion of the Revolving Commitments and/or, the Swing Line Commitment, as the
case may be, in part or in whole; provided that (i) any such
voluntary termination of the Revolving Commitments shall apply proportionately
to, and shall permanently reduce, the Revolving Commitments of each Revolving
Lender; (ii) any partial voluntary reduction of the Revolving Commitments
pursuant to this Section 4.1 shall be in the amount of at least
$10,000,000 and integral multiples of $5,000,000 in excess of that amount
and (iii) any such voluntary termination of the Revolving Commitment shall
occur simultaneously with a voluntary prepayment, pursuant to Section 4.3
such that the total of the Revolving Commitments shall not be reduced below the
sum of the Assigned Dollar Value of the aggregate principal amount of
outstanding Revolving Loans, Swing Line Loans and LC Obligations plus any
Overdraft Reserve.


 


(b)                                 In
the event of certain refusals by a Lender to consent to certain proposed
changes, waivers, discharges or terminations with respect to this Agreement
which have been approved by the Required Lenders as provided in Section 12.1(b),
the Borrower shall have the right, upon five (5) Business Days’ prior
written notice to the Administrative Agent (which notice the Administrative
Agent shall promptly transmit to each of the Lenders), to terminate the entire
Revolving Commitment of such Lender, so long as (i) the Borrower repays
all Loans,


 


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together with accrued and
unpaid interest, fees and all other amounts, due and owing to such Lender
pursuant to Section 4.3(b) concurrently with the effectiveness of
such termination at which time Schedule 1.1(a) shall be deemed
modified to reflect such changed amounts and (ii) the Borrower cash
collateralizes such Lender’s Pro Rata Share of the LC Obligations (in the
manner set forth in Section 4.4(a)) then outstanding.  At such time, such Lender shall no longer
constitute a “Lender” for purposes of this Agreement, except with respect to
indemnifications in favor of such Lender under this Agreement which shall
survive as to such repaid Lender.


 


4.2                                 Mandatory
Reductions of Commitments


 


(a)                                  Reduction
of Revolving Commitments. The Revolving Commitments shall be reduced at the
time and in the amounts required to be reduced pursuant to Section 4.4(c).


 


(b)                                 Reduction
of Term B Dollar Commitments and Term B Euro Commitments. The Term B Dollar
Commitments and Term B Euro Commitments shall terminate on the Closing Date,
after giving effect to the Borrowing of the Term B Dollar Loans and Term B Euro
Loans on such date.


 


(c)                                  Proportionate
Reductions. Each reduction or adjustment to the Commitments pursuant to
this Section 4.2 shall apply proportionately to the Term B Dollar
Commitment, the Term B Euro Commitment or the Revolving Commitment, as the case
may be, of each Lender.


 


(d)                                 Termination
of Commitments.  The Commitments will
terminate in their entirety on August 31, 2005 unless the Closing Date has
occurred on or before such date.


 


4.3                                 Voluntary
Prepayments


 


(a)                                  The
Borrower shall have the right to prepay the Revolving Loans, any of the Term
Loans or the Swing Line Loans in any combination, in whole or in part, from
time to time, without premium or penalty, on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent irrevocable written
notice at its Notice Office (or telephonic notice promptly confirmed in
writing) of its intent to prepay the Loans, whether such Loans are Term Loans,
Revolving Loans or Swing Line Loans, the amount of such prepayment and the
specific Borrowings to which such prepayment is to be applied, which notice
shall be given by the Borrower to the Administrative Agent by 12:00 p.m.
(New York City time) at least three Business Days prior in the case of
Eurocurrency Loans and at least one Business Day prior in the case of Base Rate
Loans to the date of such prepayment and which notice shall (except in the case
of Swing Line Loans) promptly be transmitted by the Administrative Agent to
each of the applicable Lenders; (ii) each partial prepayment of any
Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate
Dollar Equivalent principal amount of at least $5,000,000 and each partial
prepayment of a Swing Line Loan shall be in an aggregate principal amount of at
least $500,000; provided, that any partial prepayment of Eurocurrency
Loans made pursuant to a single Borrowing that reduces the aggregate principal
amount of the outstanding Loans made pursuant to such Borrowing to an amount
less than the Minimum Borrowing Amount applicable thereto shall be subject to
the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency
Loans may be prepaid pursuant to this Section 4.3 on the last day
of an


 


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Interest Period
applicable thereto, or subject to Section 3.5 on any other day; (iv) each
prepayment in respect of any Borrowing shall be applied pro rata among the
Loans comprising such Borrowing; provided, that such prepayment shall not
be applied to any Revolving Loans of a Defaulting Lender at any time when the
aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such
Non-Defaulting Lender’s Pro Rata Share of all Revolving Loans then outstanding;
(v) each voluntary prepayment of Term Loans shall be applied first to the
Scheduled Term Repayments of the Term Facility being repaid due within the 12
month period following the date of such prepayment in direct order of maturity
and, thereafter, shall be applied to reduce the remaining Scheduled Term
Repayments on a pro rata basis (based upon the then remaining principal amount
of such Scheduled Term Repayments). 
Unless otherwise specified by the Borrower, such prepayment shall be
applied first to the payment of Base Rate Loans and second to the payment of
such Eurocurrency Loans as the Borrower shall request (and in the absence of
such request, as the Administrative Agent shall determine).  The notice provisions, the provisions with
respect to the minimum amount of any prepayment, and the provisions requiring
prepayments in integral multiples above such minimum amount of this Section 4.3
are for the benefit of the Administrative Agent and may be waived unilaterally
by the Administrative Agent.


 


(b)                                 In
the event of certain refusals by a Lender to consent to certain proposed
changes, waivers, discharges or terminations with respect to this Agreement
which have been approved by the Required Lenders as provided in Section 12.1(b),
the Borrower shall have the right, upon five (5) Business Days’ prior
written notice to the Administrative Agent (which notice the Administrative
Agent shall promptly transmit to each of the Lenders), to repay all Loans,
together with accrued and unpaid interest, fees 
and all other amounts due and owing to such Lender in accordance with
said Section 12.1(b), so long as (A) in the case of the
repayment of Revolving Loans of any Revolving Lender pursuant to this clause
(b), the Revolving Commitment of such Revolving Lender is terminated
concurrently with such repayment pursuant to Section 4.1(b) and
(B) in the case of the repayment of Loans of any Lender, the consents
required by Section 12.1(b) in connection with the repayment
pursuant to this clause (b) shall have been obtained.


 


4.4                                 Mandatory
Prepayments


 


(a)                                  Prepayment
Upon Overadvance.  The Borrower shall
prepay the outstanding principal amount of Revolving Loans and/or Swing Line
Loans on any date on which the Assigned Dollar Value of all outstanding
Revolving Loans, Swing Line Loans and LC Obligations (after giving effect to
any other repayments or prepayments on such day) plus any Overdraft Reserve
exceeds the Total Revolving Commitment then in effect (including, without
limitation, solely as a result of fluctuation in Exchange Rates), in the amount
of such excess and in the applicable currency; provided, however,
that if such excess is solely as a result of fluctuation in Exchange Rates, (i) the
Borrower shall not be obligated to pay such amount until four Business Days
after notice from the Administrative Agent and (ii) the Borrower shall not
be obligated to pay such amount unless such excess is greater than the Dollar
Equivalent of an amount equal to 5% of the Total Revolving Commitment.  If, after giving effect to the prepayment of
all outstanding Revolving Loans and Swing Line Loans pursuant to this Section 4.4(a),
the aggregate Assigned Dollar Value of LC Obligations plus any Overdraft
Reserve exceeds the Total Revolving Commitment then in effect, the Borrower
shall cash collateralize


 


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LC Obligations by
depositing, pursuant to a cash collateral agreement to be entered into in form
and substance reasonably satisfactory to the Administrative Agent, cash with
the Administrative Agent in an amount equal to the difference between the
Assigned Dollar Value of such LC Obligations plus any Overdraft Reserve and the
Total Revolving Commitment then in effect. 
The Administrative Agent shall establish in its name for the benefit of
the Revolving Lenders a collateral account into which it shall deposit such
cash to hold as collateral security for the LC Obligations.


 


(b)                                 Scheduled
Term Repayments.  The Borrower shall
cause to be paid Scheduled Term Repayments for each Term Facility on the Term
Loans until the Term Loans are paid in full in the amounts and currencies and
at the times specified in each of the Scheduled Term Repayment definitions to
the extent that prepayments have not previously been applied to such Scheduled
Term Repayments (and such Scheduled Term Repayments have not otherwise been
reduced) pursuant to the terms hereof. 
Payments to be made pursuant to this Section 4.4(b) with
respect to (i) Term B Dollar Loans shall be paid in Dollars and (ii) Term
B Euro Loans shall be paid in Euros.


 


(c)                                  Mandatory
Prepayment Upon Asset Disposition or Recovery Event.


 


(i)                                     On
the first Business Day after the date of receipt thereof by the Borrower and/or
any of its Subsidiaries of Net Sale Proceeds from any Asset Disposition or the
proceeds of a Recovery Event (or in the case of a receipt thereof by a Foreign
Subsidiary of the Borrower, such later date as is practicable (but in any event
not later than the 360th day or such earlier day as the Borrower is obligated
to make an offer to purchase any Public Notes or Permitted Unsecured Debt due
to such Asset Disposition or Recovery Event) in the event that such mandatory
repayment would result in the provisions of Sections 151 et seq. of the
Companies Act 1985 of England being breached or in any Foreign Subsidiary breaching
any similar applicable law in its country of incorporation), the Borrower shall
cause to be paid a mandatory repayment of principal of Loans pursuant to the
terms of Section 4.5(a) in an amount equal to the greater of (A) the
Term Loan Ratable Share of such Net Sale Proceeds or such proceeds from a
Recovery Event and (B) 100% of such Net Sale Proceeds or such proceeds
from a Recovery Event less the applicable Required Note Offer Amount Proceeds; provided,
that if such Asset Disposition is permitted by Section 8.3(h) or
(i), the Net Sale Proceeds therefrom shall not be required to be so
applied on such date to the extent that (x) no Event of Default or Unmatured
Event of Default then exists and (y) the Borrower delivers a certificate to the
Administrative Agent on or prior to such date stating that such Net Sale
Proceeds are expected to be used to purchase assets used or to be used in the
businesses referred to in Section 8.9 within 360 days following the
date of such Asset Disposition (which certificate shall set forth the estimates
of the proceeds to be so expended); provided, further, that (1) if
all or any portion of such Net Sale Proceeds not so applied to the repayment of
Loans are not so used (or contractually committed to be used) within such 360
day period as provided above, such remaining portion shall be applied on the
last day of the period or such earlier date as the Borrower is obligated to
make an offer to purchase Senior Secured Notes due to such Asset


 


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Disposition as a mandatory repayment of principal of outstanding Loans
as provided above in this Section 4.4(c) and (2) if all
or any portion of such Net Sale Proceeds are a result of an Asset Disposition
involving the sale of Collateral owned by the Borrower or a Domestic Subsidiary
(other than the Capital Stock of a Foreign Subsidiary), then such Net Sale
Proceeds shall be required to be reinvested in assets located in the United
States constituting Collateral (to the extent not used to repay Loans pursuant
to this Section 4.4(c)).


 


(ii)                                  The
Lenders, by execution hereof, hereby irrevocably instruct the Administrative
Agent, upon the request of the Borrower, to waive (A) up to $100,000,000
in each Fiscal Year of Net Sale Proceeds otherwise required to prepay the Loans
hereunder and (B) up to $50,000,000 in the aggregate of Net Sale Proceeds
received in connection with Sale and Leaseback Transactions of transportation
assets.


 


(iii)                               Notwithstanding anything
to the contrary in this Section 4.4(c), if the Borrower or any of
its Subsidiaries are required by the terms of any Public Note Document or any
document governing any Permitted Unsecured Debt to make an offer to purchase
Public Notes or Permitted Unsecured Debt due to an Asset Disposition but would
not otherwise be required to make a mandatory prepayment of the Loans applied
pursuant to the terms of Section 4.5(a), the Borrower shall cause
to be made a mandatory prepayment of the Loans pursuant to Section 4.5(a) in
an amount equal to the greater of (A) the Term Loan Ratable Share of the
Net Sale Proceeds from such Asset Disposition and (B) 100% of such Net
Sale Proceeds from such Asset Disposition less the applicable Required Note
Offer Amount Proceeds.


 


(d)                                 Mandatory
Prepayment With Excess Cash Flow.  As
soon as practicable and in any event by April 30th of each year
(commencing April 30, 2006), the Borrower shall cause to be paid a
mandatory repayment of principal of Loans applied pursuant to the terms of Section 4.5(a) in
an amount equal to 50% of Excess Cash Flow of the Borrower and its Subsidiaries
for the Fiscal Year then most recently ended; provided, that so long as
no Event of Default or Unmatured Event of Default then exists, (i) if the
Most Recent Leverage Ratio is less than 3.0 to 1.0, then, instead of 50%, an
amount equal to 25% of Excess Cash Flow of the Borrower and its Subsidiaries
for such Fiscal Year shall be applied as a mandatory repayment of Loans as
provided in Section 4.5 and (ii) if the Most Recent Leverage
Ratio is less than 2.5 to 1.0 then no mandatory prepayment shall be required to
be applied from Excess Cash Flow.


 


(e)                                  Mandatory
Prepayment Upon Additional Issuance of Permitted Unsecured Debt.  On the Business Day of receipt thereof by the
Borrower shall cause to be paid a mandatory repayment of principal of Loans,
applied pursuant to the terms of Section 4.5(a), in an amount equal
to 100% of the Net Offering Proceeds of any unsecured Indebtedness permitted by
Section 8.2(i) hereof that is not Permitted Refinancing Indebtedness
permitted by Section 8.2(j); provided, that the first $100,000,000
of such Net Offering Proceeds may be used for general corporate purposes.


 


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(f)                                    Mandatory
Prepayment With Proceeds of Permitted Accounts Receivable Securitization.


 


In the
event that the Receivables Facility Attributed Indebtedness with respect to all
Permitted Accounts Receivable Securitizations (including the Master Trust
Receivables Securitization) equals or exceeds $425,000,000, then on the date of
receipt of cash proceeds arising from such increased principal amount, the
Borrower shall, to the extent not previously prepaid pursuant to this Section 4.4(f),
cause to be paid a mandatory prepayment of principal of Loans applied pursuant
to the terms of Section 4.5(a) in an amount equal to such
excess; provided, however, if the Receivables Facility Attributed
Indebtedness with respect to all Permitted Accounts Receivable Securitizations
(including the Master Trust Receivables Securitization) exceeds the sum of
$425,000,000 due solely to the effect of a currency exchange fluctuation, then
the prepayment otherwise required by this Section 4.4(f) shall
not be required unless such excess remains for a period greater than thirty
(30) consecutive days.


 


(g)                                 Foreign
Factoring Transactions.  On the
Business Day of receipt thereof by the Borrower and/or any of its Subsidiaries,
the Borrower shall cause outstanding Revolving Loans to be paid in an amount
equal to the lesser of 100% of the proceeds of any Foreign Factoring
Transactions and the then outstanding amount of Revolving Loans without a
permanent reduction of the Revolving Loan Commitments.


 


4.5                                 Application
of Prepayments.


 


(a)                                  Prepayments.  Except as expressly provided in this
Agreement, all prepayments of principal made by the Borrower pursuant to Sections
4.4(c) - (f) shall be applied (i) first, to
the payment of the unpaid principal amount of the Term Loans (with, except as
provided in the next succeeding sentence, the Term Percentage for each Term
Facility of such repayment to be applied as a repayment of Term Loans of such
Term Facility), second, to the prepayment of the then outstanding
balance of Swing Line Loans, third, to the payment, pro rata, of the
then outstanding balance of the Revolving Loans (and the Revolving Commitments
shall be permanently reduced by the amount of the required prepayment not
applied to the Term Loans), and fourth, to the cash collateralization of
LC Obligations; (ii) within each of the foregoing Loans, first to the
payment of Base Rate Loans and second to the payment of Eurocurrency Loans; and
(iii) with respect to Eurocurrency Loans, in such order as the Borrower
shall request (and in the absence of such request, as the Administrative Agent
shall determine).  Each prepayment of
Term Loans made pursuant to Section 4.4(c), (d),  (e),
and (f) shall be allocated first to the Term Loans based on
the aggregate principal amount of the Scheduled Term Dollar Repayments and the
Dollar Equivalent amount of the Scheduled Term Euro Repayments due within the
twelve month period following the date of such prepayment in direct order of
maturity, and, thereafter, shall be allocated second to the Term Loans
in proportional amounts equal to the Term Percentage for each Term Facility (in
each case, after giving effect to the prepayments made to the Scheduled Term
Repayments due within such twelve month period as specified above), as the case
may be, of such remaining prepayment, if any, and, within each Term Loan, shall
be applied to reduce the remaining Scheduled Term Repayments on a pro rata
basis (based upon the then remaining principal amount of such Scheduled Term
Repayments).  If any prepayment of
Eurocurrency Loans made pursuant to a single Borrowing shall reduce the outstanding
Loans made pursuant to such Borrowing to an amount less than the Minimum


 


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Borrowing Amount, such Borrowing shall immediately be
converted into Base Rate Loans, in the case of Loans denominated in Dollars, or
into Loans with one month Interest Periods, in the case of Loans denominated in
an Alternative Currency.  All prepayments
shall include payment of accrued interest on the principal amount so prepaid,
shall be applied to the payment of interest before application to principal and
shall include amounts payable, if any, under Section 3.5.  All payments received in Dollars which are
required to be applied in Euros and/or Sterling shall be converted to Euros or
Sterling, as the case may be, at the Spot Rate on the date of such prepayment.


 


(b)                                 Payments.  All Scheduled Term Repayments, all mandatory
prepayments and unless otherwise specified by the Borrower, all voluntary
prepayments shall be applied (i) first to the payment of Base Rate Loans,
if any, and second to the payment of Eurocurrency Loans and (ii) with
respect to Eurocurrency Loans, in such order as the Borrower shall request (and
in the absence of such request, as the Administrative Agent shall
determine).  All payments shall include
payment of accrued interest on the principal amount so paid, shall be applied
to the payment of interest before application to principal and shall include
amounts payable, if any, under Section 3.5.  Each payment applied to the Term Loans shall,
to the extent permitted by applicable laws, be deemed to apply to the portion
thereof that was used to repay and replace the loans originally incurred by the
Borrower to purchase the Capital Stock of TG.


 


4.6                                 Method
and Place of Payment


 


(a)                                  Except
as otherwise specifically provided herein, all payments under this Agreement
shall be made to the Administrative Agent, for the ratable account of the
Lenders entitled thereto, not later than 1:00 p.m. (New York City time) on
the date when due and shall be made in immediately available funds and in each
case to the account specified therefor for the Administrative Agent or if no
account has been so specified at the Payment Office.  The Administrative Agent will thereafter
cause to be distributed on the same day (if payment was actually received by
the Administrative Agent prior to 1:00 p.m. (New York City time) on such
day) like funds relating to the payment of principal or interest or fees
ratably to the Lenders entitled to receive any such payment in accordance with
the terms of this Agreement.  If and to
the extent that any such distribution shall not be so made by the
Administrative Agent in full on the same day (if payment was actually received
by the Administrative Agent prior to 1:00 p.m. (New York City time) on
such day), the Administrative Agent shall pay to each Lender its ratable amount
thereof and each such Lender shall be entitled to receive from the
Administrative Agent, upon demand, interest on such amount at the overnight
Federal Funds Rate (or the applicable cost of funds with respect to amounts
denominated in Euros or Sterling) for each day from the date such amount is
paid to the Administrative Agent until the date the Administrative Agent pays
such amount to such Lender.


 


(b)                                 Any
payments under this Agreement which are made by the Borrower later than 1:00 p.m.
(New York City time) shall, for the purpose of calculation of interest, be
deemed to have been made on the next succeeding Business Day.  Whenever any payment to be made hereunder
shall be stated to be due on a day which is not a Business Day, the due date
thereof shall be extended to the next succeeding Business Day and, with respect
to payments of principal, interest shall be payable during such extension at
the applicable rate in effect immediately prior to such extension, except that
with respect to Eurocurrency Loans, if such next


 


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succeeding applicable Business Day is not in the same
month as the date on which such payment would otherwise be due hereunder or
under any Note, the due date with respect thereto shall be the next preceding
Business Day.


 


4.7                                 Net
Payments


 


(a)                                  All
payments made by the Borrower hereunder or under any Loan Document will be made
without setoff, counterclaim or other defense. 
All payments hereunder and under any of the Loan Documents (including,
without limitation, payments on account of principal and interest and fees)
shall be made by the Borrower free and clear of and without deduction or
withholding for or on account of any present or future tax, duty, levy, impost,
assessment or other charge of whatever nature now or hereafter imposed by any
Governmental Authority, but excluding therefrom (i) any tax imposed on or
measured by the overall net income (including franchise taxes imposed in lieu
of net income taxes) of the Lender or the lending office of the Lender in
respect of which the payment is made by the United States or by the
jurisdiction (or any political subdivision or taxing authority thereof) in
which the Lender is incorporated or the jurisdiction (or political subdivision
or taxing authority thereof) in which its lending office is located, (ii) any
branch profits tax imposed by the United States or any similar tax imposed by
the jurisdiction in which the Borrower is located, (iii) in the case of
any Lender organized under the laws of any jurisdiction other than the United
States or any state thereof (including the District of Columbia), any taxes
imposed by the United States by means of withholding at the source unless such
withholding results from a change in applicable law, treaty or regulations or
the interpretation or administration thereof (including, without limitation,
any guideline or policy not having the force of law) by any authority charged
with the administration thereof subsequent to the date such Lender becomes a
Lender hereunder, (iv) any taxes to which the Lender is subject (to the
extent of the tax rate then in effect) on the date this Agreement is executed
or to which such Lender would be subject on such date if a payment hereunder
had been received by the Lender on such date and with respect to any Lender
that becomes a party hereto after the date hereof, any taxes to which such
Lender is subject on the date it becomes a party hereto (other than taxes which
each of the other Lenders is entitled to reimbursements for pursuant to the
terms of this Agreement), (v) taxes to which the Lender becomes subject
subsequent to the date referred to in clause (iv) above as a result of a
change in the residence, place of incorporation, or principal place of business
of the Lender, a change in the branch or lending office of the Lender
participating in the transactions set forth herein or other similar
circumstances or as a result of the recognition by the Lender of gain on the
sale, assignment or participation by the Lender of the participating interests
in its creditor positions hereunder and (vi) any withholding tax that is
imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) (such
tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through
(vi), being herein referred to as “Tax” or “Taxes”).  If the Borrower is required by law to make
any deduction or withholding of any Taxes from any payment due hereunder or
under any of the Loan Documents, then the amount payable will be increased to
such amount which, after deduction from such increased amount of all such Taxes
required to be withheld or deducted therefrom, will not be less than the amount
due and payable hereunder had no such deduction or withholding been
required.  A certificate as to any
additional amounts payable to a Lender under this Section 4.7
submitted to the Borrower by such Lender shall show in reasonable detail the
amount payable and the calculations used to determine in good faith such amount
and shall, absent manifest error, be final, conclusive and binding upon all
parties hereto.


 


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(b)                                 If
the Borrower makes any payment hereunder or under any of the Loan Documents in
respect of which it is required by law to make any deduction or withholding of
any Taxes, it shall pay the full amount to be deducted or withheld to the
relevant taxation or other authority within the time allowed for such payment
under applicable law and shall deliver to the Lenders within 30 days after it
has made such payment to the applicable authority an original or certified copy
of a receipt issued by the relevant Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Lender or Administrative Agent.


 


(c)                                  Without
prejudice to the other provisions of Section 4.7, if any Lender, or
the Administrative Agent on its behalf, is required by law to make any payment
on account of Taxes on or in relation to any amount received or receivable
hereunder or under any of the Loan Documents by such Lender, or the
Administrative Agent on its behalf, or any liability for Tax in respect of any
such payment is imposed, levied or assessed against any Lender or the
Administrative Agent on its behalf, the Borrower will promptly, following
receipt of the certificate described in the immediately following sentence,
indemnify such person against such Tax payment or liability, together with any
interest, penalties and expenses (including reasonable counsel fees and
expenses) payable or incurred in connection therewith, including any tax of any
Lender or the Administrative Agent arising by virtue of payments under this Section 4.7(c),
computed in a manner consistent with this Section 4.7(c).  A certificate as to the amount of such
payment by such Lender, or the Administrative Agent on its behalf, showing
calculations thereof in reasonable detail, absent manifest error, shall be
final, conclusive and binding upon all parties hereto for all purposes.


 


(d)                                 (i)                                     To
the extent permitted by applicable law, each Lender that is a Non-U.S.
Participant shall deliver to Borrower and Administrative Agent on or prior to
the Initial Borrowing date (or in the case of a Lender that is an Assignee, on
the date of such assignment to such Lender) two accurate and complete original
signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or
other applicable form prescribed by the IRS) certifying to such Lender’s
entitlement to a complete exemption from, or a reduced rate of, United States
withholding tax on interest payments to be made under this Agreement or any
Note.  If a Lender that is a Non-U.S.
Participant is claiming a complete exemption from withholding on interest
pursuant to Section 881(c) of the Code, the Lender shall deliver
(along with two accurate and complete original signed copies of IRS Form W-8BEN)
a certificate substantially in the form of Exhibit 4.7(d) (any
such certificate, a Section 4.7(d)(i) Certificate”).  In addition, each Lender that is a Non-U.S.
Participant agrees that from time to time after the Initial Borrowing date, (or
in the case of a Lender that is an Assignee, after the date of the assignment
to such Lender), when a lapse in time (or change in circumstances occurs)
renders the prior certificates hereunder obsolete or inaccurate in any material
respect, such Lender shall, to the extent permitted under applicable law,
deliver to the Borrower and Administrative Agent two new and accurate and
complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY
(or any successor or other applicable forms prescribed by the IRS), and if
applicable, a new Section 4.7(d)(i) Certificate, to confirm or
establish the entitlement of such Lender or Agent to an exemption from, or
reduction in, United States withholding tax on interest payments to be made
under this Agreement or any Note.


 


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(ii)                                  Each
Lender that is not a Non-U.S. Participant (other than any such Lender which is
taxed as a corporation for U.S. federal income tax purposes) shall provide two
properly completed and duly executed copies of IRS Form W-9 (or any
successor or other applicable form) to Borrower and Administrative Agent
certifying that such Lender is exempt from United States backup withholding
tax.  To the extent that a form provided
pursuant to this Section 4.7(d)(ii) is rendered obsolete or
inaccurate in any material respects as result of change in circumstances with
respect to the status of a Lender, such Lender or Agent shall, to the extent
permitted by applicable law, deliver to Borrower and Administrative Agent
revised forms necessary to confirm or establish the entitlement to such Lender’s
exemption from United States backup withholding tax.


 


(e)                                  Each
Lender agrees that, as promptly as practicable after it becomes aware of the
occurrence of any event or the existence of any condition that would cause the
Borrower to make a payment in respect of any Taxes to such Lender pursuant to Section 4.7(a) or
a payment in indemnification for any Taxes pursuant to Section 4.7(c),
it will use reasonable efforts to make, fund or maintain the Loan (or portion
thereof) of such Lender with respect to which the aforementioned payment is or
would be made through another lending office of such Lender if as a result
thereof the additional amounts which would otherwise be required to be paid by
such the Borrower in respect of such Loans (or portions thereof) or
participation in Letters of Credit pursuant to Section 4.7(a) or
Section 4.7(c) would be materially reduced, and if, as
determined by such Lender, in its reasonable discretion, the making, funding or
maintaining of such Loans or participation in Letters of Credit (or portions
thereof) through such other lending office would not otherwise materially
adversely affect such Loans or such Lender. 
The Borrower agrees to pay all reasonable expenses incurred by any
Lender in utilizing another lending office of such Lender pursuant to this Section 4.7(e).


 


(f)                                    If
the Administrative Agent or any Lender (or Participant) receives any refund
with respect to any Taxes as to which it has been indemnified by the Borrower,
or with respect to which the Borrower has paid additional amounts pursuant to
this Section 4.7, it shall pay over to the Borrower an amount equal
to such refund (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 4.7
with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender (or Participant) and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided that the Borrower, upon the
request of the Administrative Agent or such Lender (or Participant), agrees to
repay the amount paid over to the Borrower, to the Administrative Agent or such
Lender (or Participant), together with any interest, penalties and additions to
tax, in the event the Administrative Agent or such Lender (or Participant) is
required to repay such refund to such Governmental Authority.  This paragraph shall not be construed to
require the Administrative Agent or any Lender (or Participant) to make
available its tax returns (or any other information relating to its taxes which
it deems confidential) to the Borrower or any other Person.


 


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ARTICLE V


 


CONDITIONS
OF CREDIT


 


5.1                                 Conditions
Precedent to the Initial Borrowing


 


The obligation of the
Lenders to make the Initial Loan and the obligation of the Facing Agent to
issue and the Lenders to participate in Letters of Credit under this Agreement
shall be subject to the fulfillment, on or prior to the Closing Date, of each
of the following conditions:


 


(a)                                  Credit
Agreement and Notes.  The Borrower,
the Administrative Agent and each Lender shall have duly executed and delivered
to the Administrative Agent, with a signed counterpart for each Lender, this
Agreement (including all schedules and exhibits), and the Borrower shall have
duly executed and delivered to the Administrative Agent the Notes payable to
the order of each applicable Lender which has requested a Note in the amount of
their respective Commitments and all other Loan Documents shall have been duly
executed and delivered by the appropriate Credit Party to Agent, all of which
shall be in full force and effect;


 


(b)                                 Collateral
Security Agreement; UK Debenture. 
The Borrower and each Subsidiary Guarantor shall have duly authorized,
executed and delivered a Collateral Security Agreement in form and substance
satisfactory to the Administrative Agent (as modified, supplemented or amended
from time to time, the “Collateral Security Agreement”) and shall have
delivered to Collateral Agent all the Pledged Securities and Pledged
Intercompany Notes referred to therein then owned, if any, by such Credit
Party, (y) endorsed in blank in the case of promissory notes constituting
Pledged Securities referred to therein then owned, if any, by such Credit
Party, and (z) together with executed and undated stock powers, in the case of
capital stock constituting Pledged Securities and the other documents and
instruments required to be delivered under the Collateral Security Agreement
and TG shall have duly authorized, executed and delivered an English law
governed Guarantee and Debenture in favor of the UK Security Trustee in form
and substance satisfactory to the Administrative Agent (as modified, supplemented
or amended from time to time, the “UK Debenture”) together with:


 


(i)                                     proper
financing statements (Form UCC-1 or such other financing statements or
similar notices as shall be required by local law) fully executed for filing
under the UCC or other appropriate filing offices of each jurisdiction as may
be necessary or, in the reasonable opinion of the Administrative Agent,
desirable to perfect the security interests purported to be created by the
Collateral Security Agreement;


 


(ii)                                  certified
copies of Requests for Information or Copies (Form UCC-7), or equivalent
reports, listing all effective financing statements or similar notices that
name the Borrower or its Subsidiaries (by its actual name or any trade name,
fictitious name or similar name), or any division or other operating unit
thereof, as debtor and that are filed in the jurisdiction referred to in said
clause (i), together with copies of such other financing statements (none of
which shall cover


 


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the Collateral except to the extent evidencing Permitted Liens or for
which the Administrative Agent shall have received satisfactory evidence of
release);


 


(iii)                               evidence of the
completion (or arrangements acceptable to the Administrative Agent for the
completion) of all other recordings and filings of, or with respect to, the
Collateral Security Agreement and the UK Debenture and all other actions as may
be necessary or, in the opinion of the Administrative Agent, desirable to
perfect the security interests intended to be created by the Collateral
Security Agreement, the UK Debenture or any other Security Document;


 


(iv)                              such
amendments, modifications or supplements to the Pledged Intercompany Notes as
may be reasonably requested by the Administrative Agent, each such amendment,
modification or supplement to be in a form reasonably satisfactory to the
Administrative Agent; and


 


(v)                                 evidence
that all other actions necessary, or in the reasonable opinion of the
Administrative Agent, desirable to perfect the security interests purported to
be taken by the Collateral Security Agreement have been taken;


 


(c)                                  Pledge
Agreement; Charges Over Shares.  (i) The
Borrower and each Subsidiary Guarantor shall have duly executed and delivered a
Pledge Agreement in the form of Exhibit 5.1(c) (as modified,
supplemented or amended from time to time, the “Pledge Agreement”) and (ii) the
Borrower or the applicable Subsidiary Guarantors shall have duly executed and
delivered English law governed charges over shares in form and substance
satisfactory to the Administrative Agent (as modified, supplemented or amended
from time to time, the “UK Pledge Agreements”) in respect to any shares
of TG or UK Holdco 1 held by the Borrower or a Subsidiary Guarantor;


 


(d)                                 Subsidiary
Guaranty Agreements.


 


(i)                                     Subsidiary
Guaranty.  Each Subsidiary Guarantor
shall have duly executed and delivered the Subsidiary Guaranty substantially in
the form of Exhibit 5.1(d)(i);


 


(ii)                                  Headquarters
Subsidiary Guaranty Agreement. 
Huntsman Headquarters Corporation shall have duly executed and delivered
the Headquarters Subsidiary Guaranty Agreement substantially in the form of Exhibit 5.1(d)(ii);


 


(e)                                  Mortgages;
Mortgage Policies; Surveys.  The
Administrative Agent shall have received:


 


(i)                                     fully
executed counterparts of a deed of trust, all in form and substance
satisfactory to the Administrative Agent (the “Mortgages”), which
Mortgage shall cover the Mortgaged Property of the Borrower or a Domestic
Subsidiary, together with a recording instruction letter from Vinson &
Elkins L.L.P., addressed to and accepted by the relevant title insurance
company under which such title insurance company accepts delivery of executed
counterparts of


 


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the applicable Mortgage to be promptly delivered to the appropriate
recorder’s office for recording in all places to the extent necessary or
desirable, in the reasonable judgment of the Administrative Agent, to create a
valid and enforceable first priority lien (subject to Permitted Real Property
Encumbrances) on the applicable Mortgaged Property, subject only to Permitted
Liens, in favor of Collateral Agent (or such other trustee as may be required
or desired under local law) for the benefit of the Secured Parties;


 


(ii)                                  mortgagee
title insurance policies issued by title insurance companies satisfactory to
the Administrative Agent (the “Mortgage Policies”) with respect to the
Mortgaged Properties in amounts satisfactory to the Administrative Agent
assuring the Administrative Agent that the Mortgages with respect to such
Mortgaged Properties are valid and enforceable first priority mortgage liens on
the respective Mortgaged Properties, free and clear of all defects,
encumbrances and other Liens except Permitted Liens, and the Mortgage Policies
shall be in form and substance satisfactory to the Administrative Agent and
shall include, as appropriate, an endorsement for future advances under this
Agreement and the Notes and for any other matter that the Administrative Agent
in its discretion may request, shall not include an exception for mechanics’
liens, and shall provide for affirmative insurance and such reinsurance as the
Administrative Agent in its discretion may request; and


 


(iii)                               to the extent requested
by the Administrative Agent, a survey, in form and substance satisfactory to
the Administrative Agent, of each Mortgaged Property dated a recent date
acceptable to the Administrative Agent, certified by a licensed professional
surveyor satisfactory to the Administrative Agent, provided, however,
in the event that any survey delivered pursuant to this provision is dated on a
date which is more than six (6) months prior to the Closing Date, but less
than one (1) year prior to the Closing Date, such survey shall be
acceptable so long as such survey otherwise complies with the ALTA/ACSM
standards required by the Administrative Agent, and the owner and/or lessee of
the Mortgaged Property delivers a “no change survey affidavit” in a form which
is acceptable to the title insurance company issuing the Mortgage Policy, so
that the title insurance company will delete any general survey exception in
such Mortgage Policy;


 


(f)                                    Perfection.   Each
Credit Party shall have delivered to the Administrative Agent true and correct
copies of Perfection Certificates in the form of Exhibit 5.1(f) (the
“Perfection Certificates”), each of which shall be in full force and
effect and in form and substance satisfactory to the Administrative Agent as of
the Closing Date;


 


(g)                                 Termination
of Prior Credit Agreements.    On the Closing Date, the
total commitments under each of the Prior Credit Agreements shall have been
terminated, all loans thereunder shall have been repaid in full, together with
interest thereon, and all other amounts owing pursuant to such agreements shall
have been repaid in full and such agreements shall have been terminated on
terms and conditions satisfactory to the Administrative Agent and the Required
Lenders and be of no further force or effect and the creditors thereunder shall
have


 


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terminated, released or modified all security
interests and Liens on the assets owned by the Borrower and its Subsidiaries in
a manner satisfactory to the Administrative Agent, it being understood and
agreed that for all purposes under this Agreement, such repayment shall be
deemed to occur simultaneously with the effectiveness of this Agreement;


 


(h)                                 Intercreditor
Agreement and Public Note Document Deliveries.  The Administrative Agent shall have received (i) a
fully executed copy of the Intercreditor Agreement and (ii) copies of all
opinions and certificates delivered pursuant to the terms of any Public Note
Document in connection with the Transactions;


 


(i)                                     Documents.  The Administrative Agent shall have received certified
copies of:


 


(i)                                     the
UK Holdco Note, substantially in the form of Exhibit 1.1(a),
executed by UK Holdco 1 payable to Huntsman Finco;


 


(ii)                                  Foreign
Intercompany Notes, substantially in the form of Exhibit 1.1(b),
executed by each Foreign Subsidiary that received an Intercompany Loan from UK
Holdco 1 in connection with the Prior HI Credit Agreement;


 


(iii)                               Foreign Intercompany
Loan Security Documents, in form and substance acceptable to the Administrative
Agent, executed by each Foreign Subsidiary listed on Schedule 5.1(i)(iii);
and


 


(iv)                              the
UK Petrochem Holdings Note, along with the guaranty of the UK Petrochem
Holdings Note by TG;


 


(j)                                     Corporate
Proceedings.    The Administrative
Agent shall have received from each Credit Party a certificate, dated the
Closing Date, signed by a Responsible Officer of such Person, and attested to
by the secretary or any assistant secretary, or equivalent officer, or any
manager (in the case of a limited liability company) of such Person with
appropriate insertions, together with copies of such Person’s Organizational
Documents and the consents of the members of such Person referred to in such
certificate and all of the foregoing (including each such Organizational
Document and consent) shall be satisfactory to the Administrative Agent; and


 


(i)                                     All
corporate and/or limited liability company and legal proceedings and all
instruments and agreements to be executed by each Credit Party in connection
with the transactions contemplated by this Agreement and the Loan Documents
shall be reasonably satisfactory in form and substance to the Administrative
Agent, and the Administrative Agent shall have received all information and
copies of all certificates, documents and papers, including good standing
certificates, bring-down certificates and any other records of corporate and/or
limited liability company proceedings and governmental approvals, if any, which
the Administrative Agent reasonably may have requested in connection therewith,
such documents and papers, where appropriate, to be certified by proper
corporate or governmental authorities;


 


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(ii)                                  The
ownership and capital structure (including without limitation, the terms of any
capital stock, options, warrants or other securities issued by Borrower or any
of its Subsidiaries) of the Borrower and its Subsidiaries shall be in form and
substance reasonably satisfactory to the Administrative Agent and the Lenders;


 


(k)                                  Foreign
Intercompany Loan Corporate Proceedings. The Administrative Agent shall
have received from each Foreign Subsidiary of the Borrower party to a Foreign
Intercompany Loan Security Document, a copy (certified as being a true,
complete and up to date copy by the secretary of such Person) of such Person’s
Organizational Documents;


 


(l)                                     Incumbency.  The Administrative Agent shall have received
a certificate of the secretary or assistant secretary, or equivalent officer,
or any manager (in the case of a limited liability company) of each Credit
Party, dated the Closing Date, as to the incumbency and signature of the
officers of each such Person executing any document (in form and substance
satisfactory to the Administrative Agent) and any certificate or other document
or instrument to be delivered pursuant hereto or thereto by or on behalf of
such Person, together with evidence of the incumbency of such secretary,
assistant secretary, or equivalent officer or any manager (in the case of a
limited liability company);


 


(m)                               Financial
Statements.  The Borrower shall have delivered
to the Administrative Agent and each Lender the financial statements as
provided in Section 6.5(a)(i) in form and substance
satisfactory to the Administrative Agent and the Required Lenders;


 


(n)                                 Approvals.  All necessary governmental (domestic and
foreign) and third party approvals in connection with this Agreement and the
transactions contemplated hereby and otherwise referred to herein shall have
been obtained and remain in effect, and all applicable waiting periods shall
have expired without any action being taken by any competent authority which
restrains, prevents or imposes materially adverse conditions upon the
consummation of all or any part of this Agreement or the transactions
contemplated hereby and otherwise referred to herein except for those approvals
of non-Governmental Authorities under contracts which are not material and
which are not required to be delivered at the closing thereof.  Additionally, there shall not exist any
judgment, order, injunction or other restraint issued or filed or a hearing
seeking injunctive relief or other restraint pending or notified prohibiting or
imposing material adverse conditions upon all or any part of this Agreement or
the transactions contemplated hereby, or the making of the Loans or the issuance
of Letters of Credit;


 


(o)                                 Litigation.  No litigation by any entity (private or
governmental) shall be pending or, to the best knowledge of the Borrower,
threatened with respect to this Agreement, any other Loan Document or any
documentation executed in connection herewith or the transactions contemplated
hereby, or which the Administrative Agent or the Required Lenders shall
determine could reasonably be expected to have a Material Adverse Effect;


 


(p)                                 Public
Notes.                         HLLC
shall have delivered to the Administrative Agent certified copies of all
material documents executed in connection with the Transaction pursuant to any
Public Note Documents, including any certificates and legal opinions relating
thereto, each in form and substance acceptable to the Administrative Agent;


 


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(q)                                 Merger.   The Merger shall have been consummated in
accordance with the Merger Agreement and applicable law.  The Administrative Agent shall have received
copies of the Merger Agreement and all certificates and other documents
delivered thereunder.  The Administrative
Agent shall be reasonably satisfied with the material terms and conditions of
the Merger;


 


(r)                                    Pro
Forma Balance Sheet.  The
Administrative Agent shall have received the Pro Forma Balance Sheet in form
and substance satisfactory to the Administrative Agent and the Required
Lenders;


 


(s)                                  Opinions
of Counsel.  The Administrative Agent
shall have received from (i) Vinson & Elkins L.L.P., special
counsel to the Borrower, an opinion addressed to the Administrative Agent and
each of the Lenders and dated the Closing Date, which shall be in substantially
the form of Exhibit 5.1(s)(i), (ii) Stoel Rives LLP, special
Utah counsel to the Borrower, an opinion addressed to the Administrative Agent
and each of the Lenders and dated the Closing Date, which shall be in
substantially the form of Exhibit 5.1(s)(ii), (iii) Alvord and
Alvord, special Surface Transportation Board Counsel, an opinion addressed to
the Administrative Agent and each of the Lenders and dated the Closing Date,
which shall be in substantially the form of Exhibit 5.1(s)(iii) or
shall have made arrangements satisfactory to the Administrative Agent for
receipt of such opinion within thirty (30) days after the Closing Date and (iv) local
counsel to the Borrower (in the United States and in England), an opinion
addressed to the Administrative Agent and each of the Lenders and dated the
Closing Date, in form and substance satisfactory to the Administrative Agent,
covering the perfection of the security interests granted pursuant to the
Security Documents;


 


(t)                                    Fees.  The Borrower shall have paid to the Agents
and the Lenders all costs, fees and expenses (including, without limitation,
legal fees and expenses) payable to the Agents and the Lenders to the extent
then due including all breakage, if any, and other fees, interest and expenses
due and owing under the Prior Credit Agreements as if paid in full;


 


(u)                                 Solvency.  The Administrative Agent shall have received
a solvency certificate, in form and substance reasonably satisfactory to the
Administrative Agent, executed by a Responsible Officer on behalf of the
Borrower with respect to the solvency of the Borrower;


 


(v)                                 Tax
Sharing Agreement.  The
Administrative Agent shall have received a certified copy of the fully executed
Tax Sharing Agreement;


 


(w)                               Environmental
Report.  The Administrative Agent
shall have received access to copies of the most recent environmental risk
assessment reports in the possession of the Borrower or its Subsidiaries or
performed at the request of the Borrower or its Subsidiaries for any current
and former facilities of the Borrower or its Subsidiaries;


 


(x)                                   Insurance.  The Administrative Agent shall be satisfied
with the insurance coverage in effect on the Closing Date pertaining to the
assets of the Borrower and the Subsidiary Guarantors, and shall have received
evidence satisfactory to it that the Administrative Agent shall have been named
as a loss payee, mortgagee and additional insured on all such policies of
insurance, as appropriate;


 


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(y)                                 Whitewash
Procedures.  The Administrative Agent
shall be satisfied that each element of the whitewash procedures with respect
to TG has been completed;


 


(z)                                   Officer’s
Certificate.  The Administrative
Agent shall have received a certificate executed by a Responsible Officer on
behalf of the Borrower, dated the Closing Date and in form and substance
satisfactory to the Administrative Agent;


 


(aa)                            Existing
Indebtedness.  After giving effect to
this Agreement and the other transactions contemplated hereby, Borrower and its
Subsidiaries shall not have any Indebtedness outstanding except for the Loans,
the Public Notes and the Indebtedness listed on Schedule 8.2(b) and
other Indebtedness permitted by Section 8.2;


 


(bb)                          Debt
Ratings.  The Borrower shall have
received a prospective senior secured debt rating with the respect to the Loans
from each of S&P and Moody’s; and


 


(cc)                            Other
Matters.  All corporate and other
proceedings taken in connection with this Agreement at or prior to the date of
this Agreement, and all documents incident thereto will be reasonably
satisfactory in form and substance to the Administrative Agent; and the
Administrative Agent shall have received such other instruments and documents
as the Administrative Agent shall reasonably request in connection with the
execution of this Agreement, and all such instruments and documents shall be
reasonably satisfactory in form and substance to the Administrative Agent.


 


5.2                                 Conditions
Precedent to All Credit Events


 


The obligation of each
Lender to make Loans (including Loans made on the Closing Date) and the
obligation of any Facing Agent to issue or any Lender to participate in any
Letter of Credit hereunder in each case shall be subject to the fulfillment at
or prior to the time of each such Credit Event of each of the following
conditions:


 


(a)                                  Representations
and Warranties.  The representations
and warranties contained in this Agreement and the other Loan Documents shall
each be  true and correct in all material
respects at and as of such time, as though made on and as of such time, except
to the extent such representations and warranties are expressly made as of a specified
date in which event such representation and warranties shall be true and
correct as of such specified date;


 


(b)                                 No
Default.  No Event of Default or
Unmatured Event of Default shall have occurred and shall then be continuing on
such date or will occur after giving effect to such Credit Event;


 


(c)                                  Notice
of Borrowing; Notice of Issuance.


 


(i)                                     Prior
to the making of each Loan, the Administrative Agent shall have received a
Notice of Borrowing meeting the requirements of Section 2.5.


 


(ii)                                  Prior
to the issuance of each Letter of Credit, the Administrative Agent and the
respective Facing Agent shall have received a Notice of Issuance meeting the
requirements of Section 2.9(b);


 


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(d)                                 Other
Information.  The Administrative
Agent shall have received such other instruments, documents and opinions as it
may reasonably request in connection with such Credit Event, and all such
instruments and documents shall be reasonably satisfactory in form and
substance to the Administrative Agent.


 


The acceptance of the
benefits of each such Credit Event by the Borrower shall be deemed to
constitute a representation and warranty by it to the effect of paragraphs (a),
(b), (c) and (d) of this Section 5.2 (except that no
opinion need be expressed as to any Agent’s or Required Lenders’ satisfaction
with any document, instrument or other matter).


 


Each Lender hereby agrees
that by its execution and delivery of its signature page hereto and by the
funding of its Loan to be made on the Closing Date, such Lender approves of and
consents to each of the matters set forth in Section 5.1, and Section 5.2
which must be approved by, or which must be satisfactory to, the Agents or the
Required Lenders or Lenders, as the case may be; provided that, in the
case of any agreement or document which must be approved by, or which must be
satisfactory to, the Required Lenders, the Administrative Agent or the Borrower
shall have delivered a copy of such agreement or document to such Lender on or
prior to the Closing Date if requested.


 


ARTICLE VI


 


REPRESENTATIONS
AND WARRANTIES


 


In order to induce the
Lenders to enter into this Agreement and to make the Loans, and issue (or
participate in) the Letters of Credit as provided herein, the Borrower makes
the following representations and warranties as of the Closing Date and as of
the date of each subsequent Credit Event, all of which shall survive the
execution and delivery of this Agreement and the Notes and the making of the
Loans and issuance of the Letters of Credit:


 


6.1                                 Corporate
Status


 


The Borrower and each of
its Subsidiaries (i) is a duly organized and validly existing corporation,
partnership or limited liability company or other entity in good standing under
the laws of the jurisdiction of its organization (or the equivalent thereof in
the case of Foreign Subsidiaries), (ii) has the requisite power and
authority to own its property and assets and to transact the business in which
it is engaged and presently proposed to engage in and (iii) is duly
qualified and is authorized to do business and is in good standing ((where
relevant) in (y) its jurisdiction of organization and (z) each other
jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification, authorization or good standing,
except (1) for such failure to be so qualified, authorized or in good
standing which, in the aggregate, would not have a Material Adverse Effect and (2) as
a result of any transaction expressly permitted under Section 8.3
hereof.


 


6.2                                 Corporate
Power and Authority


 


The Borrower and each of
its Subsidiaries has the applicable power and authority to execute, deliver and
perform the terms and provisions of each of the Documents to which it is a
party and has taken all necessary corporate or other appropriate action to
authorize the


 


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execution,
delivery and performance by it of each of such Documents.  As of the Closing Date (or such later date as
a Document is to be executed and delivered in accordance with the terms hereof)
the Borrower and each of its Subsidiaries has duly executed and delivered each
of the Documents to which it is a party, and each of such Documents constitutes
its legal, valid and binding obligation enforceable in accordance with its
terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
generally affecting creditors’ rights and by equitable principles (regardless
of whether enforcement is sought in equity or at law).


 


6.3                                 No
Violation


 


Neither the execution,
delivery or performance by the Borrower and each of its Subsidiaries of the
Documents to which it is a party (including, without limitation, the granting
of Liens pursuant to the Security Documents or the Foreign Intercompany Loan
Security Documents), nor compliance by it with the terms and provisions
thereof, nor the consummation of the transactions contemplated therein (i) will
contravene any provision of any Requirement of Law applicable to the Borrower
or any of its Subsidiaries, (ii) will conflict with or result in any
breach of or constitute a tortious interference with any of the terms,
covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose)
any Lien (except pursuant to the Security Documents) upon any of the property
or assets of the Borrower or any of its Subsidiaries pursuant to the terms of
any material Contractual Obligation to which the Borrower or any of its
Subsidiaries is a party or by which it or any of its property or assets is
bound or to which it may be subject, (iii) will violate any provision of
any Organizational Document of the Borrower or any of its Subsidiaries or (iv) require
any approval of stockholders or any approval or consent of any Person (other
than a Governmental Authority) except as have been obtained on or prior to the
Closing Date.


 


6.4                                 Governmental
and Other Approvals


 


Except for the recording
of the Mortgages and filings (in respect of certain Security Documents) and
actions with appropriate Governmental Authorities which shall be recorded and
filed, respectively, on, or as soon as practicable after, the Closing Date, no
order, consent, approval, license, authorization or validation of, or filing,
recording or registration with (except as have been obtained or made on or
prior to the Closing Date), or exemption by, any Governmental Authority, is
required to authorize, or is required in connection with, (i) the
execution, delivery and performance of any Document or (ii) the legality,
validity, binding effect or enforceability of any such Document.


 


6.5                                 Financial
Statements; Financial Condition; Undisclosed Liabilities; Projections; etc.


 


(a)                                  Financial
Statements


 


(i)                                     (A)                              The
balance sheet of the Borrower at December 31, 2002, 2003 and 2004 and June 30,
2005 and the related statements of income, cash flows and shareholders’ equity
of Borrower for the Fiscal Year or other period ended on such dates, as the
case may be, fairly present in all material respects the


 


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financial condition and results of operation and cash flows of Borrower
and its consolidated subsidiaries as of such dates and for such periods.  Copies of such statements have been furnished
to the Lenders prior to the date hereof and, in the case of the December 31,
2002, 2003 and 2004 statements, have been examined by Deloitte &
Touche LLP, independent certified public accountants, who delivered an
unqualified opinion in respect thereto, and


 


(B)                                The
balance sheet of the HLLC at December 31, 2002, 2003 and 2004 and June 30,
2005 and the related statements of income, cash flows and shareholders’ equity
of HLLC for the Fiscal Year or other period ended on such dates, as the case
may be, fairly present in all material respects the financial condition and
results of operation and cash flows of HLLC and its consolidated subsidiaries
as of such dates and for such periods. 
Copies of such statements have been furnished to the Lenders prior to
the date hereof and, in the case of the December 31, 2002, 2003 and 2004
statements, have been examined by Deloitte & Touche LLP, independent
certified public accountants, who delivered an unqualified opinion in respect
thereto.


 


(ii)                                  the
pro  forma (after giving effect to this Agreement and the other
transactions contemplated hereby) balance sheet as of June 30, 2005 of the
Borrower attached hereto as Schedule 6.5(a) (the “Pro Forma
Balance Sheet”) presents fairly the financial condition of the Borrower at
the date of such balance sheet and presents a good faith estimate of the pro
forma financial condition of Borrower and its Subsidiaries on a
consolidated basis (after giving effect to this Agreement and the other transactions
contemplated hereby) at the date thereof. 
The Pro Forma Balance Sheet has been prepared in accordance with GAAP
consistently applied (except as may be indicated in the notes thereto) subject
to normal year-end adjustments.


 


(b)                                 Solvency.  On and as of the Closing Date, after giving
effect to this Agreement and to all Indebtedness (including the Loans) being
incurred, and to be incurred (and the use of proceeds thereof), and Liens
created, and to be created, by the Borrower and its Subsidiaries in connection
with the transactions contemplated hereby, the Borrower and each of its
Material Subsidiaries are Solvent.


 


(c)                                  No
Undisclosed Liabilities.  Except as
fully reflected in the financial statements and the notes related thereto
delivered pursuant to Section 6.5(a) and set forth on Schedule 6.5(c) there
were, to the best of Borrower’s knowledge, as of the Closing Date no
liabilities or obligations other than in the ordinary course of business
consistent with past practices (with respect to the Borrower and its
Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or
otherwise and whether or not due) which, either individually or in aggregate,
would be material to the Borrower and its Subsidiaries, taken as a whole.  As of the Closing Date, the Borrower does not
know of any basis for the assertion against the Borrower or any of its
Subsidiaries of any such liability or obligation of any nature whatsoever that
is not fully reflected in the financial statements or the notes related thereto
delivered pursuant to Section 6.5(a) or set forth on Schedule 6.5(c) which,
either individually or in the aggregate, could be material to the Borrower and
its Subsidiaries, taken as a whole.


 


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(d)                                 Indebtedness.  Schedule 8.2(b) sets forth a
true and complete list of all Indebtedness (other than the Loans, the Letters
of Credit and the Public Notes of the Borrower and its Subsidiaries as of the
Closing Date, to the extent that, in each case, such Indebtedness is in excess
of $1,000,000 (provided, that the aggregate principal amount of Indebtedness
not so listed does not exceed the Dollar Equivalent (as determined on the
Closing Date) of $5,000,000), in each case showing the aggregate principal amount
thereof (and the aggregate amount of any undrawn commitments with respect
thereto) and the name of the respective obligor and any other entity which
directly or indirectly guaranteed such debt. 
The Borrower has delivered or caused to be delivered to the
Administrative Agent a true and complete copy of the form of each instrument
evidencing Indebtedness for money borrowed listed on Schedule 8.2(b) and
of each instrument pursuant to which such Indebtedness for money borrowed was
issued, in each case, other than Indebtedness of the type described in Section 8.2(o).


 


(e)                                  Projections.  On and as of the Closing Date, the financial
projections, attached hereto as Schedule 6.5(e) and each of
the projections delivered after the Closing Date pursuant to Section 7.2(e) (collectively,
the “Projections”) are, or will be at the time made, based on good faith
estimates and assumptions made by the management of the Borrower, and there are
no statements or conclusions in any of the Projections which, at the time made,
are based upon or include information known to the Borrower to be misleading in
any material respect or which fail to take into account material information
known to Borrower regarding the matters reported therein.  On and as of the Closing Date, the Borrower
believes that the Projections are reasonable and attainable, it being
understood that uncertainty is inherent in any forecast or projection and that
no assurance can be given that the results set forth in the Projections will
actually be attained or that the projections will be suitable or sufficient for
any purpose relevant to the Lenders.


 


(f)                                    No
Material Adverse Change.  As of the
Closing Date and at any time thereafter, there has been no material adverse
change in the business, condition (financial or otherwise), assets, liabilities
or operations of the Borrower and its Subsidiaries (taken as a whole) since December 31,
2004 based on the financial statements delivered pursuant to Section 6.5(a)(i).


 


6.6                                 Litigation


 


There are no actions,
suits or proceedings pending or, to the best knowledge of the Borrower or any
of its Subsidiaries, threatened in writing against the Borrower or any of its
Subsidiaries (i) with respect to any Loan Document or (ii) that are
reasonably likely to have a Material Adverse Effect.


 


6.7                                 Disclosure


 


All factual information
(taken as a whole) heretofore or contemporaneously furnished by or on behalf of
the Borrower or any of its Subsidiaries in writing to any Lender (including,
without limitation, all information contained in the Documents) (other than the
Projections as to which Section 6.5(e) applies, which fairly
discloses the matters therein in good faith) for purposes of or in connection
with this Agreement or any transaction contemplated herein is, and all other
such factual information (taken as a whole) hereafter furnished by or on behalf
of the Borrower or any of its Subsidiaries in writing to any Lender for
purposes of or in


 


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connection with this
Agreement or any transaction contemplated herein are and will be true and
accurate in all material respects on the date as of which such information is
dated or certified and not incomplete by omitting to state any fact necessary
to make such information (taken as a whole) not misleading in any material
respect at such time in light of the circumstances under which such information
was provided. As of the Closing Date, the Borrower has disclosed to the Lenders
on or before the Closing Date, all contractual, corporate or other restrictions
to which the Borrower or any of its Subsidiaries is or will be subject as of
the Closing Date, and all other matters known to any of them, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.


 


6.8                                 Use
of Proceeds; Margin Regulations


 


(a)                                  Term
Loan Proceeds.  All proceeds of the
Term B Dollar Loans and Term B Euro Loans incurred on the Closing Date shall be
used by the Borrower (x) to repay (1) in full all Obligations under and as
defined in the Prior Credit Agreements (other than the Existing Letters of
Credit), (2) in full the HSCC (BASF) Note and (3) all or a portion of
the debt of the Subsidiaries of Huntsman Australia, Inc. organized under
the laws of Australia, (y) to pay fees and expenses in connection with this
Agreement and the transactions contemplated hereby and (z) for ongoing working
capital needs and general corporate purposes.


 


(b)                                 Revolving
Loan Proceeds. All proceeds of the Revolving Loans incurred hereunder shall
be used by the Borrower for ongoing working capital needs and general corporate
purposes (other than to voluntarily prepay Term Loans).


 


(c)                                  Swing
Line Loans.  All proceeds of the
Swing Line Loans incurred hereunder shall be used by the Borrower for ongoing
working capital needs and general corporate purposes (other than to voluntarily
prepay Term Loans); provided, however, that no Swing Line Loans
may be requested by the Borrower on the Closing Date.


 


(d)                                 Margin
Regulations.  No part of the proceeds
of any Loan will be used to purchase or carry any margin stock (as defined in
Regulation U of the Board), directly or indirectly, or to extend credit for the
purpose of purchasing or carrying any such margin stock for the purpose of
reducing or retiring any indebtedness which was originally incurred to purchase
or carry any margin security or for any other purpose which might cause any of
the loans or extensions of credit under this Agreement to be considered a “purpose
credit” within the meaning of Regulation T, U or X of the Board.


 


6.9                                 Tax
Returns and Payments


 


The Borrower and each of
the its Subsidiaries have timely filed or caused to be filed all tax returns
which are required to be filed, except where failure to file any such returns
would not reasonably be expected to have a Material Adverse Effect, and have
paid or caused to be paid all taxes shown to be due and payable on said returns
or on any assessments made against them or any of their respective material
properties and all other material taxes, fees or other charges imposed on them
or any of their respective properties by any Governmental Authority (other than
those the amount or validity of which is contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have
been


 


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provided on the books of
the Borrower or any such Subsidiary, as the case may be), except where failure
to take any such action could not reasonably be expected to have a Material
Adverse Effect; and no tax liens have been filed and no claims are being
asserted with respect to any such taxes, fees or other charges (other than such
liens or claims, the amount or validity of which is currently being contested
in good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP (or prior to the Closing Date, applicable accounting
practice) have been provided) which could be reasonably expected to have a
Material Adverse Effect.


 


6.10                           Compliance
With ERISA


 


(a)                                  Each
Plan has been operated and administered in a manner so as not to result in any
liability of the Borrower or any of its Subsidiaries for failure to comply with
the applicable provisions of ERISA and the Code in excess of $50,000,000; no
Reportable Event which could reasonably be expected to result in the
termination of any Plan has occurred with respect to a Plan; to the best
knowledge of the Borrower, no Multiemployer Plan is insolvent or in
reorganization; no Plan has an accumulated or waived funding deficiency, has
permitted decreases in its funding standard account or has applied for an
extension of any amortization period within the meaning of Section 412 of
the Code; neither the Borrower nor any of its 
Subsidiaries nor any ERISA Affiliate has incurred any liability to or on
account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062,
4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the
Code in excess of $50,000,000; no proceedings have been instituted to terminate
any Plan; using actuarial assumptions and computation methods consistent with
subpart 1 of Subtitle E of Title IV of ERISA, the Borrower and its Subsidiaries
and its ERISA Affiliates would not have any liability to all Multiemployer
Plans in the event of a complete withdrawal therefrom, as of the close of the
most recent Fiscal Year of each such Plan ending prior to the date of any
Credit Event in excess of $50,000,000; no Lien imposed under the Code or ERISA
on the assets of the Borrower or any of its Subsidiaries or any ERISA Affiliate
exists or is likely to arise on account of any Plan; and the Borrower and its
Subsidiaries do not maintain or contribute to any employee welfare benefit plan
(as defined in Section 3(1) of ERISA) which provides benefits to
retired employees (other than as required by Section 601 of ERISA) or any
employee pension benefit plan (as defined in Section 3(2) of ERISA),
the ongoing annual obligations with respect to either of which could reasonably
be expected to have a Material Adverse Effect.


 


(b)                                 (i) Each
Foreign Pension Plan is in compliance and in good standing (to the extent such
concept exists in the relevant jurisdiction) in all respects with all laws,
regulations and rules applicable thereto, including all funding
requirements, and the respective requirements of the governing documents for
such Foreign Pension Plan, except for such failures that individually or in the
aggregate could neither (A) result in liabilities in excess of $50,000,000
nor (B) reasonably be expected to result in a Material Adverse Effect; (ii) with
respect to each Foreign Pension Plan maintained or contributed to by the
Borrower or any Subsidiary, (x) that is required by applicable law to be funded
in a trust or other funding vehicle is in material compliance with applicable
law regarding funding requirements, except for such failures that individually
or in the aggregate could neither (A) result in liabilities in excess of
$50,000,000 nor (B) reasonably be expected to result in a Material Adverse
Effect, and (y) that is not required by applicable law to be funded in a trust
or other funding vehicle, reasonable book


 


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reserves have been
established in accordance with prudent business practice or where required by
ordinary accounting practices in the jurisdiction in which such Foreign Pension
Plan is maintained; (iii) all material contributions required to have been
made by the Borrower or any Subsidiary to any Foreign Pension Plan, except for
such failures that individually or in the aggregate could neither (A) result
in liabilities in excess of $50,000,000 nor (B) reasonably be expected to
result in a Material Adverse Effect have been made within the time required by
law or by the terms of such Foreign Pension Plan; and (iv) to the
knowledge of the Borrower and its Subsidiaries, no actions or proceedings have
been taken or instituted to terminate or wind-up a Foreign Pension Plan with
respect to which the Borrower and its Subsidiaries taken as a whole could have
any liability, except for such failures that individually or in the aggregate
could neither (A) result in liabilities in excess of $50,000,000 nor (B) reasonably
be expected to result in a Material Adverse Effect.


 


6.11                           Ownership
of Property


 


The Borrower and each of its
Subsidiaries has good and marketable title or, with respect to real property,
valid fee simple title (or in each case, the relevant foreign equivalent, if
any) to, or a subsisting leasehold interest in, or a valid contractual
agreement or other valid right to use, all 
such Person’s material real property, and good title (or relevant
foreign equivalent) to, a valid leasehold interest in, or valid contractual
rights or other valid right to (or an agreement for the acquisition of same)
use all such Person’s other material property (but excluding Intellectual
Property), and, in each case, none of such property is subject to any Lien
except for Permitted Liens.  Neither this
Agreement nor any other Documents, nor any transaction contemplated under any
such agreement, will affect any right, title or interest of the Borrower or any
of its Subsidiaries in and to any of the assets of the Borrower or any such
Subsidiary in a manner that would have or is reasonably likely to have a
Material Adverse Effect.  As of the
Closing Date, the Borrower and its Domestic Subsidiaries have granted Mortgages
to secure the Obligations on all parcels of real estate identified on Schedule 6.21(c) as
Mortgaged Properties.


 


6.12                           Capitalization
of the Borrower


 


On the Closing Date, the
capitalization of the Borrower will be as set forth on Schedule 6.12(a) hereto.
The Capital Stock of the Borrower has been duly authorized and validly
issued.  Except as set forth on Schedule 6.12(a),
no authorized but unissued or treasury shares of Capital Stock of the Borrower
are subject to any option, warrant, right to call or commitment of any kind or
character.  A complete and correct copy
of the limited liability company agreement of the Borrower in effect on the
Closing Date has been delivered to the Administrative Agent.  Except as set forth on Schedule 6.12(a),
the Borrower does not have any outstanding stock or securities convertible into
or exchangeable for any shares of its Capital Stock, or any rights issued to
any Person (either  preemptive or other)
to subscribe for or to purchase, or any options for the purchase of, or any
agreements providing for the issuance (contingent or otherwise) of, or any
calls, commitments or claims or any character relating to any of its Capital
Stock or any stock or securities convertible into or exchangeable for any of
its Capital Stock.  Neither the Borrower
nor any of its Subsidiaries is subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any shares of its
Capital Stock or any convertible securities, rights or options of the type
described in the preceding sentence.  As
of the Closing


 


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Date, all of the
issued and outstanding shares of Capital Stock of the Borrower are owned of
record by the stockholders as set forth on Schedule 6.12(a) hereto.


 


6.13                           Subsidiaries


 


(a)                                  Organization.  Schedule 6.13 sets forth as of
the Closing Date a true, complete and correct list of each Subsidiary of the
Borrower and indicates for each such Subsidiary (i) its jurisdiction of
organization and (ii) its ownership (by holder and percentage
interest).  The Borrower has no
Subsidiaries except for Subsidiaries permitted to be created pursuant to this
Agreement, and those Subsidiaries listed as on Schedule 6.13.


 


(b)                                 Capitalization.  As of the Closing Date, all of the issued and
outstanding Capital Stock of each Subsidiary of the Borrower has been duly
authorized and validly issued, and, to the extent applicable in the case of
Foreign Subsidiaries, is fully paid and non-assessable and is owned as set
forth on Schedule 6.13, free and clear of all Liens except for
Permitted Liens. No authorized but unissued or treasury shares of Capital Stock
of any Subsidiary of the Borrower are subject to any option, warrant, right to
call or commitment of any kind or character except as set forth on Schedule 6.13.  On and after the relevant date of formation,
the Borrower directly owns 100% of the Capital Stock of each Receivables
Subsidiary owned directly by the Borrower, and the Borrower has pledged (and
delivered for pledge) the Capital Stock of each such Receivables Subsidiary
(and any promissory notes received by 
the Borrower or any other Credit Party from such Receivables Subsidiary)
to the Collateral Agent pursuant to the Collateral Security Agreement.


 


(c)                                  Restrictions
on or Relating to Subsidiaries. 
There does not exist any consensual encumbrance or restriction on the
ability of (i) any Subsidiary of the Borrower to pay dividends or make any
other distributions on its Capital Stock or any other interest or participation
in its profits owned by the Borrower or any Subsidiary of the Borrower, or to
pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, (ii) any
Subsidiary of the Borrower to make loans or advances to the Borrower or any of
the Borrower’s Subsidiaries or (iii) the Borrower or any of its
Subsidiaries to transfer any of its properties or assets to the Borrower or any
of its Subsidiaries, except, in each case, for such encumbrances or
restrictions permitted under Section 8.5.


 


6.14                           Compliance
With Law, Etc. 


 


Neither the Borrower nor
any of its Subsidiaries is in default under or in violation of any Requirement
of Law or material Contractual Obligation or under its Organizational
Documents, as the case may be, in each case the consequences of which default
or violation, either in any one case or in the aggregate, would have a Material
Adverse Effect.


 


6.15                           Investment
Company Act


 


Neither the Borrower nor
any of its Subsidiaries is an “investment company” or a company “controlled” by
an “investment company”, within the meaning of the Investment Company Act of
1940, as amended.


 


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6.16                           Public
Utility Holding Company Act


 


Each of the Borrower and
its Subsidiaries is exempt from, or not subject to regulation under, all
provisions of the Public Utility Holding Company Act of 1935, as amended (“PUHCA”)
except for reporting requirements under Section 9(a)(2) of PUHCA that
do not limit the ability of the Borrower or its Subsidiaries to incur
Indebtedness.


 


6.17                           Environmental
Matters


 


(i) The operations
of and the real property owned or operated by the Borrower and each of its
Subsidiaries are in compliance with all applicable Environmental Laws except
where the failure to be in compliance, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect; (ii) the
Borrower and each of its Subsidiaries has obtained and will continue to
maintain all Environmental Permits, and all such Environmental Permits are in
good standing and the Borrower and its Subsidiaries are in compliance with all
terms and conditions of such Environmental Permits, except where failure to so
obtain, maintain or comply, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect; (iii) neither
the Borrower nor any of its Subsidiaries nor any of their present or past
properties or operations (whether owned or leased) is subject to: (A) any
Environmental Claim or other written claim, request for information, judgment,
order, decree or agreement from or with any Governmental Authority or private
party related to any material violation of or material non-compliance with
Environmental Laws or Environmental Permits to the extent any of the foregoing
could reasonably be expected to have a Material Adverse Effect, (B) any
pending or, to the knowledge of the Borrower, threatened judicial or
administrative proceeding, action, suit or investigation related to any
Environmental Laws or Environmental Permits which could reasonably be expected
to have a Material Adverse Effect, (C) any Remedial Action which if not
taken could reasonably be expected to have a Material Adverse Effect or (D) any
liabilities, obligations or costs arising from the Release or substantial
threat of a material Release of a Contaminant into the environment where such
Release or substantial threat of a material Release could reasonably be
expected to have a Material Adverse Effect; (iv) neither the Borrower nor
any of its Subsidiaries has received any written notice or claim to the effect
that the Borrower or any of its Subsidiaries is or may be liable to any Person
as a result of the Release or substantial threat of a material Release of  a Contaminant into the environment, which
notice or claim could reasonably be expected to result in a Material Adverse
Effect, and (v) no Environmental Lien has attached to any property
(whether owned or leased) of the Borrower or of any of its Subsidiaries which
could, if determined adversely to Borrower or any of its Subsidiaries,
reasonably be expected to have a Material Adverse Effect, nor are there any
facts or circumstances currently known to the Borrower or any of its
Subsidiaries that may reasonably be expected to give rise to such an
Environmental Lien.


 


6.18                           Labor
Relations


 


Neither the Borrower nor
any of its Material Subsidiaries is engaged in any unfair labor practice that
could reasonably be expected to have a Material Adverse Effect.  Except to the extent that the same could not
reasonably be expected to result in a Material Adverse Effect, there is (i) no
significant unfair labor practice complaint pending against the Borrower or any
of its Subsidiaries or, to the best knowledge of the Borrower, threatened
against any of them before


 


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the National Labor
Relations Board or appropriate national court or other forum, and no
significant grievance or significant arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against the Borrower or
any of its Subsidiaries or, to the best knowledge of the Borrower, threatened
against any of them and (ii) no significant strike, labor dispute,
slowdown or stoppage is pending against the Borrower or any of its
Subsidiaries or, to the best knowledge of the Borrower, threatened against the
Borrower or any of its Subsidiaries.


 


6.19                           Intellectual
Property, Licenses, Franchises and Formulas


 


Each of the Borrower and
its Subsidiaries owns or holds licenses or other rights to or under all of the
patents, patent applications, trademarks, service marks, trademark and service
mark registrations and applications therefor, trade names, copyrights,
copyright registrations and applications therefor, trade secrets, proprietary
information, computer programs or data bases (collectively, “Intellectual
Property”) except where the failure to own or hold such Intellectual
Property could not reasonably be expected to result in a Material Adverse
Effect, and has obtained assignments of all franchises, licenses and other
rights of whatever nature, regarding Intellectual Property necessary for the
present conduct of its business, without any known conflict with the rights of
others, except such conflicts which could not reasonably be expected to have a
Material Adverse Effect.  Neither the
Borrower nor any of its Subsidiaries has knowledge of any existing or
threatened claim by any Person contesting the validity, enforceability, use or
ownership of the Intellectual Property which could reasonably be expected to
have a Material Adverse Effect, or of any existing state of facts that would
support a claim that use by the Borrower or any of its Subsidiaries of any such
Intellectual Property has infringed or otherwise violated any proprietary
rights of any other Person which could reasonably be expected to have a
Material Adverse Effect.


 


6.20                           Certain
Fees


 


No broker’s or finder’s
fees or commissions or any similar fees or commissions will be payable by the
Borrower, the Borrower or any of its Subsidiaries with respect to the
incurrence and maintenance of the Obligations, any other transaction
contemplated by the Documents or any 
services rendered in connection with such transactions.


 


6.21                           Security
Documents


 


(a)                                  Security
Agreement Collateral.  The provisions
of the Security Documents upon execution and delivery thereof are effective to
create in favor of the Collateral Agent or, as the case may be, the UK Security
Trustee for the benefit of the Secured Parties, a legal, valid and enforceable
security interest in all right, title and interest of the applicable Credit
Party in the Collateral (other than the Collateral described in the Mortgages)
owned by such Credit Party, and the Collateral Security Agreement, the
Intercreditor Agreement, the Pledge Agreement and the UK Security Documents,
together with the filings of Form UCC-1 (or other similar filing, if any)
in all relevant jurisdictions and delivery of all possessory collateral create
a first lien on, and security interest in (or similar interest in respect of),
all right, title and interest of the Borrower and such Credit Parties in all of
the Collateral described therein, subject to no other Liens other than
Permitted Liens.  Except for titled
vehicles, vessels and other collateral which may not be perfected through the
filing of financing statements under the Uniform Commercial Code (or


 


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similar applicable law)
of the appropriate jurisdiction (or similar filings in each relevant
jurisdiction) and which have an aggregate fair market value of less than
$5,000,000, and except for patents, trademarks, trade names and copyrights to
the extent perfection would require filing in any foreign jurisdiction, all such
Liens are perfected Liens (or similar legal status).  The recordation in the United States Patent
and Trademark Office and in the United States Copyright Office of assignments
for security made pursuant to the Collateral Security Agreement will be effective,
under Federal law, to perfect the security interest granted to the Collateral
Agent for the benefit of the Secured Parties in the trademarks, patents and
copyrights covered by such the Collateral Security Agreement.  The recordation with the United States
Surface Transportation Board of assignments for security made pursuant to the
Security Agreement will be effective under Federal law, to create a valid first
lien in favor of the Collateral Agent in the railcars covered by the Collateral
Security Agreement


 


(b)                                 Pledged
Securities.  The security interests
created in favor of the Collateral Agent, as pledgee for the benefit of the
Secured Parties under the Collateral Security Agreement and the Pledge
Agreement, constitute perfected security interests in the Pledged Securities,
if any, subject to no security interests of any other Person except for the
Liens granted under or pursuant to the Collateral Security Agreement and except
for Liens of the types described in clauses (i) and (vi) of the
definition of “Customary Permitted Liens”.  No filings or recordings are required in
order to perfect the security interests created in the Pledged Securities under
the Collateral Security Agreement other than with respect to filings required
by applicable foreign law and UCC financing statements with respect to
uncertificated Pledged Securities.


 


(c)                                  Real
Estate Collateral.  The Mortgages
create, as security for the obligations purported to be secured thereby, a
valid and enforceable (and upon the due recording thereof under applicable law)
perfected security interest in and Lien on all of the Mortgaged Property
(including, without limitation, all fixtures and improvements relating to such
Mortgaged Property and affixed or added thereto on or after the Closing Date)
in favor of the Collateral Agent (or such other agent or trustee as may be
named therein) for the benefit of the Secured Parties, superior to and prior to
the rights of all third Persons (except that the security interest created in
the Mortgaged Property may be subject to the Permitted Liens related
thereto).  Schedule 6.21(c) contains
a true and complete list of each parcel of real property owned or leased by the
Borrower and its Subsidiaries in the United States, the United Kingdom or other
jurisdiction in which a material plant is located and the type of interest
therein held by the Borrower or such Subsidiary and indicates for each such
parcel whether it is a Mortgaged Property. 
The Borrower or a Subsidiary of the Borrower has good and marketable
title to all Mortgaged Property free and clear of all Liens except those
described in the first sentence of this Section 6.21(c).


 


6.22                           Subordination
Provisions


 


The subordination
provisions contained in the Senior Subordinated Note (HI 2009) Documents and
the Senior Subordinated Note (HI 2015) Documents are enforceable against the
issuer of the respective security and the holders thereof, and the Loans and
all other Obligations entitled to the benefits of any Loan Document and any
related guaranty are within the definitions of “Senior Indebtedness” included
in such provisions.


 


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6.23                           Foreign
Intercompany Loan Documents


 


The Foreign Intercompany
Loan Documents and the Foreign Intercompany Loan Security Documents constitute
legal, valid and binding obligations of the Persons party thereto (except to
the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws generally
affecting creditors’ rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law)) and are in full force and effect
and the Foreign Intercompany Loan Security Documents are effective to create
the security interests, if any, purported to be created thereby).


 


6.24                           Anti-Terrorism
Law


 


(a)                                  Neither
Borrower nor, to the knowledge of Borrower, any of its Affiliates is in
violation of any laws relating to terrorism or money laundering (“Anti-Terrorism
Laws”), including Executive Order No. 13224 on Terrorist Financing,
effective September 24, 2001 (the “Executive Order”), and the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Public Law 107-56 (as amended) (the “Patriot
Act”).


 


(b)                                 Neither
Borrower nor, to the actual knowledge of a Responsible Officer of the Borrower,
any Affiliate or broker or other agent of Borrower is, acting or benefiting in
any capacity in connection with any Loans hereunder is any of the following:


 


(i)                                     a
person that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order;


 


(ii)                                  a
person owned or controlled by, or acting for or on behalf of, any person that
is listed in the annex to, or is otherwise subject to the provisions of, the
Executive Order;


 


(iii)                               a person with which any
Lender is prohibited from dealing or otherwise engaging in any transaction by
any Anti-Terrorism Law;


 


(iv)                              a
person that commits, threatens or conspires to commit or supports “terrorism”
as defined in the Executive Order; or


 


(v)                                 a
person that is named as a “specially designated national and blocked person” on
the most current list published by the USA Treasury Department Office of
Foreign Assets Control (“OFAC”) at its official website or any replacement
website or other replacement official publication of such list.


 


ARTICLE VII


 


AFFIRMATIVE
COVENANTS


 


The Borrower hereby
agrees that, so long as any of the Commitments remain in effect, or any Loan or
LC Obligation remains outstanding and unpaid or any other amount is owing to
any Lender or the Administrative Agent hereunder, the Borrower shall:


 


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7.1                                 Financial
Statements


 


Furnish, or cause to be
furnished, to each Lender:


 


(a)                                  Quarterly
Financial Statements.  As soon as available, but in any
event not later than 45 days (or in the event that a request for an extension
of the required filing date for the Form 10-Q with the SEC of any Person
whose consolidated financial statements include the financial results of the
Borrower has been timely filed, the last day of such requested extension
period, but in no event later than 55 days) after the end of each of the first
three quarterly periods of each Fiscal Year of Borrower, (i) the unaudited
consolidated balance sheet of Borrower and its consolidated Subsidiaries as at
the end of such quarter setting forth in comparative form the audited balance
sheet of the Borrower and its consolidated Subsidiaries for the prior Fiscal
Year, (ii) the related unaudited consolidated statement of income of the
Borrower and its consolidated Subsidiaries as at the end of such quarter and
for the portion of the Fiscal Year through the end of such quarter setting
forth in comparative form the figures for the related periods in the prior
Fiscal Year and (iii) the related unaudited consolidated statements of
cash flow of Borrower and its consolidated Subsidiaries for the portion of the
Fiscal Year through the end of such quarter, and setting forth in comparative
form figures for the related period in the prior Fiscal Year, all of which
shall be certified by a Responsible Financial Officer of Borrower, subject to
normal year-end audit adjustments; and


 


(b)                                 Annual
Financial Statements.  As soon as available, but in any
event within 90 days (or in the event that a request for an extension of the
required filing date for the Form 10-K with the SEC of any Person whose
consolidated financial statements include the financial results of the Borrower
has been timely filed, the last day of such requested extension period, but in
no event later than 105 days) after the end of each Fiscal Year of Borrower, a
copy of the consolidating and consolidated balance sheet of Borrower and its
consolidated Subsidiaries as at the end of such year and the related
consolidating and consolidated statements of income and of cash flows for such
year, and setting forth in each case in comparative form the figures for the
previous year and such consolidated statements shall be accompanied by a
balance sheet as of such date, and a statement of income and cash flows for
such period, reflecting on a combined basis, for Subsidiaries and on a combined
basis for Unrestricted Subsidiaries, the consolidating entries for each of such
types of Subsidiaries; all such financial statements shall be complete and
correct in all material respects and shall be prepared in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by the accountants preparing such statements or the
Responsible Financial Officer, as the case may be, and disclosed therein) and,
in the case of the consolidated financial statements referred to in this Section 7.1(b),
accompanied by a report thereon of Deloitte & Touche LLP or such other
independent certified public accountants of recognized national standing, which
report shall contain no “going concern” or like qualification or exception or
any qualification and shall state that such financial statements present fairly
the financial position of Borrower and its Subsidiaries as at the dates
indicated and the results of their operations and cash flow for the periods
indicated in conformity with GAAP.


 


(c)                                  Annual
Schedule of Foreign Intercompany Notes.  As soon as available, but in any event within
90 days after the end of each Fiscal Year of the Borrower an unaudited schedule of
Foreign Intercompany Notes as at the end of such year, separately presenting
the


 


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Foreign Intercompany Notes, indebtedness permitted
under Section 8.2 (including Overdraft Facilities) and cash
balances, for each consolidated Subsidiary with total assets in excess of
$25,000,000 as at the end of such period.


 


(d)                                 Delivery.  Information required to be delivered pursuant
to Section 7.1(a) or Section 7.1(b) shall be
deemed to have been delivered on the date on which (i) such information is
actually available for review by the Lenders and either (A) has been
posted by the Borrower on the Borrower’s website at http://www.huntsman.com or
at http://www.sec.gov or (B) has been posted on the Borrower’s behalf on
Intralinks/IntraAgency and (ii) the Borrower provides notice to the
Lenders that such information is available and designates one or more of the
above websites on which such information is located.  At the request of the Administrative Agent,
the Borrower will provide by electronic mail electronic versions (i.e., soft
copies) of all documents containing such information.


 


7.2                                 Certificates;
Other Information


 


Furnish to the
Administrative Agent for distribution to each Lender (or, if specified below,
to the Administrative Agent):


 


(a)                                  Accountant’s
Certificates.  Concurrently with the
delivery of the financial statements referred to in Section 7.1(b),
to the extent not contrary to the then current recommendations of the American
Institute of Certified Public Accountants, a certificate from Deloitte &
Touche or other independent certified public accountants of nationally
recognized standing, stating that, in the course of their annual audit of the
books and records of the Borrower, no Event of Default or Unmatured Event of
Default with respect to Articles VII, VIII and IX, insofar as they relate to
accounting and financial matters, has come to their attention which was
continuing at the end of such Fiscal Year or on the date of their certificate,
or if such an Event of Default or Unmatured Event of Default has come to their
attention, the certificate shall indicate the nature of such Event of Default
or Unmatured Event of Default;


 


(b)                                 Officer’s
Certificates.  Concurrently with the
delivery of the financial statements referred to in Sections 7.1(a) and
7.1(b), a certificate
of a Responsible Financial Officer substantially in the form of Exhibit 7.2(b) (a
“Compliance Certificate”) (I) stating that, to the best of such officer’s
knowledge, (i) such financial statements present fairly, in accordance
with GAAP, the financial condition and results of operations of the Borrower
and its Subsidiaries for the period referred to therein (subject, in the case
of interim statements, to normal recurring adjustments) and (ii) no Event
of Default or Unmatured Event of Default has occurred, except as specified in
such certificate and, if so specified, the action which the Borrower proposes
to take with respect thereto, which certificate shall set forth detailed
computations to the extent necessary to establish the Borrower’s compliance
with the covenants set forth in Article IX of this Agreement and
(II) setting forth the then current outstanding amount of each Intercompany
Loan;


 


(c)                                  Audit
Reports and Statements.  Promptly
following the Borrower’s receipt thereof, copies of all consolidated financial
or other consolidated reports or statements, if any, submitted to the Borrower
or any of its Subsidiaries by independent public accountants relating to
any  annual or interim audit of the books
of the Borrower or any of its Subsidiaries;


 


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(d)                                 Management
Letters.  Promptly after receipt
thereof, a copy of any “management letter” received by Huntsman Corporation (to
the extent such “management letter” pertains to the Borrower), the Borrower or
any of its Subsidiaries from its certified public accountants;


 


(e)                                  Projections.  As soon as available and in any event within
sixty (60) days following the first day of each Fiscal Year of the Borrower,
projections (prepared on a business segment basis) in form satisfactory to the
Administrative Agent and the Required Lenders covering the period from such
Fiscal Year through the next two Fiscal Years prepared in reasonable detail,
with appropriate presentation and discussion of the principal assumptions upon
which such projections are based, which shall be accompanied by the statement
of the chief executive officer or Responsible Financial Officer of the Borrower
to the effect that, to the best of his knowledge, such projections are a
reasonable estimate for the periods respectively covered thereby;


 


(f)                                    Public
Filings.  Within 10 days after the
same become public, copies of all financial statements and reports which
Huntsman Corporation or the Borrower may make to, or file with the SEC or any
successor or analogous Governmental Authority;


 


(g)                                 Insurance.  Prior to the Closing Date, the Borrower shall
have delivered to the Administrative Agent evidence of insurance complying with
the requirements of Section 7.8 for the business and properties of
the Borrower and its Subsidiaries, in form reasonably satisfactory to the
Administrative Agent and the Required Lenders and naming the Administrative
Agent as an additional insured, mortgagee and/or loss payee, and stating that
such insurance shall not be canceled or revised without 30 days’ prior written
notice by the insurer to the Administrative Agent;


 


(h)                                 Insurance
Information.  The Borrower shall
deliver to the Administrative Agent information concerning insurance at the
times and in the manner specified in Section 7.8;


 


(i)                                     USA
Patriot Act.  Each Lender subject to
the Patriot Act hereby notifies the Borrower that pursuant to the requirements
of the Patriot Act, it is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address
of the Borrower and other information that will allow such Lender to identify
the Borrower in accordance with the Patriot Act; and


 


(j)                                     Other
Requested Information.  Such other
information respecting the respective properties, business affairs, financial
condition and/or operations of the Borrower or any of its Subsidiaries as the
Administrative Agent or any Lender (through the Administrative Agent) may from
time to time reasonably request.


 


7.3                                 Notices


 


Promptly and in any event
within five Business Days in the case of clauses (a), (d) and
(e) below, 30 days in the case of clauses (b) and
(c) below, or one Business Day in the case of clause (f) below
after a Responsible Officer of the Borrower or of any of its Subsidiaries
obtains knowledge thereof, give written notice to the Administrative Agent
(which shall promptly provide a copy of such notice to each Lender) of:


 


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(a)                                  Event
of Default or Unmatured Event of Default. 
The occurrence of any Event of Default or Unmatured Event of Default,
accompanied by a statement of a Responsible Financial Officer setting forth
details of the occurrence referred to therein and stating what action the
Borrower  proposes to take with respect
thereto.


 


(b)                                 Litigation
and Related Matters.  The
commencement of, or any material development in, any action, suit, proceeding
or investigation affecting the Borrower or any of its Subsidiaries or any of
their respective properties before any arbitrator or Governmental Authority, (i) in
which the amount involved that the Borrower reasonably determines is not
covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with
respect to any Document or any material Indebtedness or preferred stock of the
Borrower or any of its Subsidiaries or (iii) which, if determined
adversely to the Borrower or any of its Subsidiaries, could reasonably be
expected to have a Material Adverse Effect.


 


(c)                                  Environmental.


 


(i)                                     The
occurrence of one or more of the following, to the extent that any of the
following, if adversely determined, would have a Material Adverse Effect or, in
any event, could reasonably be expected to result in liability to the Borrower
or any of its Subsidiaries in excess of $50,000,000: (A) written notice,
claim or request for information to the effect that  the Borrower 
or any of its Subsidiaries is or may be liable in any material respect
to any Person as a result of the presence of or the Release or substantial
threat of a material Release of any Contaminant into the environment; (B) written
notice that the Borrower or any of its Subsidiaries is subject to investigation
by any Governmental Authority evaluating whether any Remedial Action is needed
to respond to the presence or to the Release or substantial threat of a
material Release of any Contaminant into the environment; (C) written
notice that any property, whether owned or leased by, or operated on behalf of,
the Borrower or its Subsidiaries is subject to a material Environmental Lien; (D) written
notice of violation to the Borrower or any of its Subsidiaries of any
Environmental Laws or Environmental Permits, or (E) commencement or
written threat of any judicial or administrative proceeding alleging a
violation of any Environmental Laws or Environmental Permits; provided, however,
that the provisions of this clause (i) shall not require the
Borrower to violate or breach any confidentiality covenants to which it is
bound.


 


(ii)                                  Upon
written request by the Administrative Agent, the Borrower shall promptly submit
to the Administrative Agent and the Lenders a report providing an update of the
status of each environmental, health or safety compliance, hazard or liability
issue identified in any notice or report required pursuant to clause (i) above
and any other environmental, health and safety compliance obligation, remedial
obligation or liability that could reasonably be expected to have a Material
Adverse Effect.  All such notices shall
describe in reasonable detail the nature of the claim, investigation,
condition, occurrence or Remedial Action and the Borrower’s or such Subsidiary’s
response thereto.


 


(d)                                 Notice
of Change of Control.  Each occasion
that any Change of Control shall occur and such notice shall set forth in
reasonable detail the particulars of each such occasion.


 


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(e)                                  Notices
under Transaction Documents. 
Promptly following the receipt or delivery thereof, copies of any
material demands, notices or documents received or delivered by the Borrower or
any Subsidiary of the Borrower outside of the ordinary course of business under
or pursuant to any Public Note Document, any document evidencing or governing
Permitted Unsecured Debt, any Organizational Document of the Borrower, any
material joint venture agreement and any other material agreement from time to
time identified by the Administrative Agent (provided, that the foregoing shall
apply to material demands, notices or documents under the Limited Liability
Company Agreement of the Borrower, only to the extent required under applicable
law to be delivered to the members of the Borrower, as the case may be, in
their capacity as members).


 


(f)                                    UK
Insolvency Proceedings. A meaningful threat of or notice in respect of any
insolvency proceeding involving any Foreign Subsidiary incorporated under the
laws of England and Wales.


 


7.4                                 Conduct
of Business and Maintenance of Existence


 


Continue to engage in
business of the same general type as now conducted by it and preserve, renew
and keep in full force and effect its and each Subsidiary’s organizational
existence and take all reasonable action to maintain all rights, privileges and
franchises material to its and those of each of its Subsidiaries’ businesses
except to the extent that failure to take any such action could not in the
aggregate reasonably be expected to have a Material Adverse Effect or as
otherwise permitted pursuant to Sections 8.3 and comply and cause each
of its Subsidiaries to comply with all Requirements of Law except to the extent
that failure to comply therewith would not in the aggregate reasonably be
expected to have a Material Adverse Effect.


 


7.5                                 Payment
of Obligations


 


Pay or discharge or
otherwise satisfy at maturity or, to the extent permitted hereby, prior to
maturity or before they become delinquent, as the case may be, and cause each
of its Subsidiaries to pay or discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be:


 


(i)                                     all
material taxes, assessments and governmental charges or levies imposed upon any
of them or upon any of their income or profits or any of their respective
properties or assets prior to the date on which penalties attach thereto; and


 


(ii)                                  all
lawful claims prior to the time they become a Lien (other than Permitted Liens)
upon any of their respective properties or assets; provided, however,
that, in the case of both clauses (i) and (ii), neither the Borrower nor
any of its Subsidiaries shall be required to pay or discharge any such material
tax, assessment, charge, levy or claim (A) while the same is being
contested by it in good faith and by appropriate proceedings diligently pursued
so long as the Borrower or such Subsidiary, as the case may be, shall have set
aside on its books adequate reserves in accordance with GAAP (segregated to the
extent required by GAAP) with respect thereto and title to any material
properties or assets is not jeopardized in any material respect or (B) which
could not reasonably be expected to have 
Material Adverse Effect.


 


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7.6                                 Inspection
of Property, Books and Records


 


Keep, or cause to be
kept, and cause each of its Subsidiaries to keep or cause to be kept, adequate
records and books of account, in which complete entries are to be made
reflecting its and their business and financial transactions, such entries to
be made in accordance with sound accounting principles consistently applied and
permit, and cause each of its Subsidiaries to permit, any Lender or its
respective representatives, at any reasonable time, and from time to time, upon
reasonable request made to the Borrower by such Lender and upon reasonable
notice during normal business hours, to visit and inspect its and their
respective properties, to examine and make copies of and take abstracts from
its and their respective records and books of account, and to discuss its and
their respective affairs, finances and accounts with its and their respective
principal officers, directors and with the written consent of the Borrower
(which consent shall not be required if any Event of Default has occurred and
is continuing), independent public accountants, provided that the Borrower may
attend any such meetings (and by this provision the Borrower authorizes such
accountants to discuss with the Lenders and such representatives the affairs,
finances and accounts of the Borrower and its Subsidiaries).


 


7.7                                 ERISA


 


(a) (i) As soon
as practicable and in any event within ten (10) days after the Borrower or
any of its Subsidiaries or ERISA Affiliates knows or has reason to know that a
Reportable Event has occurred with respect to any Plan, deliver, or cause such
Subsidiary or ERISA Affiliate to deliver, to the Administrative Agent a
certificate of a Responsible Officer of the Borrower or such Subsidiary or
ERISA Affiliate, as the case may be, setting forth the details of such
Reportable Event and the action, if any, which the Borrower or such Subsidiary
or ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given; (ii) upon the request of any Lender made
from time to time, deliver, or cause each Subsidiary or ERISA Affiliate to
deliver, to each Lender a copy of the most recent actuarial report and annual
report completed with respect to any Plan; (iii) as soon as possible and
in any event within ten (10) days after the Borrower or any of its
Subsidiaries or ERISA Affiliates knows or has reason to know that any of the
following have occurred or is reasonably likely to occur with respect to any
Plan:  (A) such Plan has been
terminated, reorganized, petitioned or declared insolvent under Title IV of
ERISA, (B) the Plan Sponsor intends to terminate such Plan under Section 4041(b) or
(c), (C) the PBGC has instituted or will institute proceedings under Section 515
of ERISA to collect a delinquent contribution to such Plan or under Section 4042
of ERISA to terminate such Plan, (D) that an accumulated funding
deficiency has been incurred or that an application has been made to the
Secretary of the Treasury for a waiver or modification of the minimum funding
standard (including any required installment payments) or an extension of any
amortization period under Section 412 of the Code, or (E) that the
Borrower, or any Subsidiary of the Borrower or any ERISA Affiliate will incur
any material liability (including, but not limited to, contingent or secondary
liability) to or on account of the termination of or withdrawal from a Plan
under Section 401(a)(29), 4971 or 4975 of the Code or Section 409 or
502(1) of ERISA, deliver, or cause such Subsidiary or ERISA Affiliate to
deliver, to the Administrative Agent a written notice thereof; and (iv) as
soon as possible and in any event within thirty (30) days after the Borrower or
any of its Subsidiaries or ERISA Affiliates knows or has reason to know that
any of them has caused a complete withdrawal or partial withdrawal (within the
meaning of Sections 4203 and 4205, respectively, of ERISA) from any


 


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Multiemployer
Plan, deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to the Administrative
Agent a written notice thereof.  For
purposes of this Section 7.7, the Borrower shall be deemed to have
knowledge of all facts known by the Plan Administrator of any Plan of which the
Borrower is the Plan Sponsor, and each Subsidiary and ERISA Affiliate of the
Borrower shall be deemed to have knowledge of all facts known by the Plan
Administrator of any Plan of which such Subsidiary or ERISA Affiliate,
respectively, is a Plan Sponsor.  In
addition to its other obligations set forth in this Article VII,
the Borrower shall, and shall cause each of its Subsidiaries and ERISA
Affiliates to:


 


(A)                              provide
the Administrative Agent with prompt written notice, with respect to any Plan,
of any failure to satisfy the minimum funding standard requirements of Section 412
of the Code;


 


(B)                                furnish
to the Administrative Agent, promptly after delivery of the same to the PBGC, a
copy of any delinquency notice pursuant to Section 412(n)(4) of the
Code;


 


(C)                                correct
any such failure to satisfy funding requirements or delinquency referred to in
the foregoing clauses (A) and (B) within ninety (90) days after the
occurrence thereof, except where the failure to so satisfy would not reasonably
be expected to have a Material Adverse Effect;


 


(D)                               comply
in good faith in all material respects with the requirements set forth in Section 4980B
of the Code and with Sections 601(a) and 606 of ERISA;


 


(E)                                 at
the request of any Lender, deliver to such Lender (and a copy to the
Administrative Agent) a complete copy of the most recent annual report (Form 5500)
of each Plan required to be filed with the Internal Revenue Service; and


 


(F)                                 at
the request of any Lender, deliver to such Lender (and a copy to the
Administrative Agent) copies of the most recent annual reports received by the
Borrower or any Subsidiary of the Borrower or any ERISA Affiliate with respect
to any Plan or Foreign Pension Plan no later than ten (10) days after the
date of such request.


 


(b)                                 The
Borrower shall, and shall cause each of its Subsidiaries to, establish,
maintain and operate all Foreign Pension Plans in compliance in all respects
with all laws, regulations and rules applicable thereto and the respective
requirements of the governing documents for such Plans, except for such
failures that individually or in the aggregate could neither (i) result in
liabilities in excess of $50,000,000 nor (ii) reasonably be expected to
result in a Material Adverse Effect.


 


7.8                                 Maintenance
of Property, Insurance


 


(i) Except to the
extent that the failure to do so could not, in any case, reasonably be expected
to result in a Material Adverse Effect, keep, and cause each of its
Subsidiaries to


 


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keep, all property
(including, but not limited to, equipment) useful and necessary for its
business in good working order and condition, normal wear and tear and damage
by casualty excepted, subject to Section 8.3, (ii) maintain,
and shall cause each of its Subsidiaries to maintain, with financially sound
and reputable insurers, insurance with respect to its material properties and
business against loss or damage of the kinds customarily insured against by
Persons engaged in the same or similar business, of such types and in such
amounts as are customarily carried under similar circumstances by such other
Persons.  Such insurance shall be
maintained with financially sound and reputable insurers, except that a portion
of such insurance program (not to exceed that which is customary in the case of
companies engaged in the same or similar business or having similar properties
similarly situated) may be effected through self-insurance, provided adequate
reserves therefor, in accordance with GAAP, are maintained. All insurance
policies or certificates (or certified copies thereof) with respect to such
insurance (A) shall be endorsed to the Administrative Agent’s reasonable
satisfaction for the benefit of the Collateral Agent for the benefit of the
Secured Parties (including, without limitation, by naming the Collateral Agent
as loss payee or additional insured, as appropriate); and (B) shall state
that such insurance policy shall not be canceled or revised without thirty days’
prior written notice thereof by the insurer to the Administrative Agent and (iii) furnish
to the Administrative Agent, on the Closing Date and on the date of delivery of
each annual financial statement, full information as to the insurance
carried.  At any time that insurance at
levels described in Schedule 7.8 is not being maintained by or on
behalf of the Borrower or any of its Subsidiaries, the Borrower will notify the
Lenders in writing within two Business Days thereof and, if thereafter notified
by the Administrative Agent or the Required Lenders to do so, the Borrower or
any such Subsidiary, as the case may be, shall use commercially reasonable
efforts to obtain insurance at such levels at least equal to those set forth on
Schedule 7.8.


 


7.9                                 Environmental
Laws


 


(a)                                  The
Borrower shall, and shall cause each of its Subsidiaries, in the exercise of
its reasonable business judgment, to take prompt and appropriate action to
respond to any material non-compliance with Environmental Laws or Environmental
Permits or to any material Release or a substantial threat of a material
Release of a Contaminant, and upon request from the Administrative Agent, shall
report to the Administrative Agent on such response.  Without limiting the generality of the
foregoing, whenever the Administrative Agent or any Lender has a reasonable
basis to believe that the Borrower is not in material compliance with
Environmental Laws or Environmental Permits or that any property of the
Borrower or its Subsidiaries, or any property to which Contaminants generated
by the Borrower or its Subsidiaries have come to be located (“Offsite
Property”) has or may become contaminated or subject to an order or decree
such that any non-compliance, contamination or order or decree could reasonably
be expected to have a Material Adverse Effect, then, to the extent the Borrower
has the legal right to do so, the Borrower agrees to, at the Administrative
Agent’s request and the Borrower’s expense: (i) cause an independent
environmental engineer reasonably acceptable to the Administrative Agent to
conduct such tests of the site where the alleged or actual non-compliance or
contamination has occurred and prepare and deliver to the Administrative Agent,
the Lenders and the Borrower a report(s) reasonably acceptable to the
Administrative Agent setting forth the results of such tests, the Borrower’s
proposed plan and schedule for responding to any environmental problems
described therein, and the Borrower’s estimate of the costs thereof, and (ii) provide
the Administrative Agent, the Lenders and the Borrower a supplemental


 


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report(s) of such
engineer whenever the scope of the environmental problems or the Borrower’s
response thereto or the estimated costs thereof, shall materially change.  Notwithstanding the above, the Borrower shall
not be obligated (other than as required by applicable law) to undertake any
tests or remediation at any Offsite Property (a) that is not owned or
operated by the Borrower or any of its Subsidiaries and (b) where
Contaminants generated by persons other than the Borrower or any of its
Subsidiaries have also come to be located.


 


(b)                                 Defend,
indemnify and hold harmless the Administrative Agent and the Lenders, and their
respective employees, the Administrative Agents, officers and directors, from
and against any and all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of the Borrower, any of its Subsidiaries or their
respective properties, or any orders, requirements or demands of Governmental
Authorities related thereto, including, without limitation, reasonable
attorneys’ and consultants’ fees, investigation and laboratory fees, costs
arising from any Remedial Actions, court costs and litigation expenses, except
to the extent that any of the foregoing arise out of the gross negligence or
willful misconduct of the party seeking indemnification therefor.  The agreements in this Section 7.9(b) shall
survive repayment of the Notes and all other Obligations.


 


7.10                           Use
of Proceeds


 


Use all proceeds of the
Loans as provided in Section 6.8.


 


7.11                           Additional
Security; Further Assurances


 


(a)                                  Agreement
to Grant Additional Security. 
Promptly, and in any event within 30 days (unless otherwise extended at
the discretion of the Administration Agent) after the acquisition by the
Borrower or any Domestic Subsidiary of assets or real or personal property or
leasehold interests of the type that would have constituted Collateral on the
date hereof, in each case in which the Collateral Agent or the Administrative
Agent does not have a perfected security interest under the Security Documents
(other than (u) Capital Stock subject to Section 7.11(c), (v) all
assets owned by any Receivables Subsidiary, any of the Thai Holding Companies,
or IRIC, (w) copyrights, patents and trademarks to the extent perfection would
require filing in any foreign jurisdiction, (x) assets or real or personal
property subject to Liens permitted under Section 8.1(c) under
agreements which prohibit the creation of additional Liens on such assets, (y)
any parcel of real estate or leasehold interest acquired after the Closing Date
with a fair market value of less than $10,000,000 or (z) any other asset with a
fair market value of less than $100,000 individually (provided that all such
other assets collectively have a fair market value of less than $10,000,000))
and within 30 days (unless otherwise extended at the discretion of the
Administration Agent) after request by the Administrative Agent or Collateral
Agent with respect to any other after acquired collateral deemed material by
the Administrative Agent or Required Lenders, the Borrower will, and will cause
each of their respective Domestic Subsidiaries to, take all necessary action,
including (i) the filing of appropriate financing statements under the
provisions of the UCC, applicable foreign, domestic or local laws, rules or
regulations in each of the offices where such filing is necessary or
appropriate to grant  the Collateral
Agent or the Administrative Agent for the benefit of the Secured Parties
pursuant to


 


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the Collateral Security Agreement a perfected Lien
(subject only to Permitted Liens) in such Collateral pursuant to and to the
full extent required by the Security Documents and this Agreement and (ii) with
respect to real estate, the execution of a Mortgage, the obtaining of title
insurance policies or indemnification agreements satisfactory to the
Administrative Agent, title surveys and real estate appraisals satisfying the
Requirements of Law.


 


(b)                                 Subsidiary
Guaranties.  The Borrower agrees to
cause (i) each Subsidiary (other than a Receivables Subsidiary, any of the
Thai Holding Companies, or IRIC) that is organized under the laws of a state of
the United States of America or the District of Columbia and (ii) each
other Subsidiary that is wholly owned by a corporation organized under the laws
of a state of the United States or the District of Columbia and is disregarded
as an entity separate from that owner under Treasury Regulation section 301.7701-3,
to execute and deliver the Subsidiary Guaranty (or a supplement thereto)
promptly, and in any event, within 30 days of such Person’s having become a
Subsidiary.


 


(c)                                  Pledge
of New Subsidiary Stock.  The
Borrower agrees to pledge (or cause its Subsidiaries to pledge) all of the
Capital Stock of each new Domestic Subsidiary and, to the extent such pledge
would not result in adverse tax consequences to the Borrower, 65% of the
Capital Stock of each new first-tier Foreign Subsidiary established, acquired
or created after the Closing Date to the Collateral Agent for the benefit of
the Secured Parties pursuant to the Collateral Security Agreement and the other
Security Documents promptly, and in any event, within 30 days of the
establishment, acquisition or creation of such new Subsidiary; provided, that
any filings or recordations with respect to Foreign Subsidiaries may be made
after such 30-day period to the extent approved by the Administrative Agent.


 


(d)                                 Grant
of Security by New Subsidiaries. 
Subject to the provisions of Sections 7.11(a) and 7.11(c),
the Borrower will promptly and, in any event, within 30 days of the
establishment, acquisition or creation of a Domestic Subsidiary, cause each
Domestic Subsidiary established or created in accordance with Section 8.7
to grant to the Collateral Agent for the benefit of the Secured Parties
pursuant to the Collateral Security Agreement and the Pledge Agreement a first
priority Lien (subject to Permitted Liens) on all property (tangible and
intangible of the type that constitutes Collateral under the Security
Documents) of such Domestic Subsidiary by executing and delivering an agreement
substantially in the form of Exhibit A to the Collateral Security
Agreement and an agreement substantially in the form of Exhibit A to the
Pledge Agreement, or such other security agreements on other terms satisfactory
in form and substance to the Administrative Agent.  The Borrower shall cause each Domestic
Subsidiary, at its own expense, to execute, acknowledge and deliver, or cause
the execution, acknowledgment and delivery of, and thereafter register, file or
record in any appropriate governmental office, any document or instrument
reasonably deemed by the Administrative Agent to be necessary or desirable for
the creation and perfection of the foregoing Liens.  The Borrower will cause each of its Domestic
Subsidiaries to take all actions reasonably requested by the Administrative
Agent or the Required Lenders (including, without limitation, the filing of UCC-1’s)
in connection with the granting of such security interests.


 


(e)                                  Pledge
of Equity in Unrestricted Subsidiaries. 
The Borrower agrees to pledge (or cause its Domestic Subsidiaries to
pledge) all of the Capital Stock owned directly by the Borrower or a Domestic
Subsidiary of each domestic Unrestricted Subsidiary (and to the


 


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extent such pledge would
not result in adverse tax consequences to the Borrower, 65% of the Capital
Stock of each first-tier Foreign Subsidiary) to the Collateral Agent for the
benefit of the Secured Parties pursuant to the Pledge Agreement.  The Borrower agrees to pledge or cause its
Subsidiaries to pledge, to the Collateral Agent for the benefit of the Secured
Parties pursuant to the Collateral Security Agreement all instruments
evidencing indebtedness owed by any Unrestricted Subsidiary to the Borrower or
any Domestic Subsidiary.


 


(f)                                    Receivables
Financing Security. No later than the time that any Receivables Documents
are entered into, and no later than the time any capital is contributed or
funds are advanced by the Borrower to the Receivables Subsidiary, the Borrower
and each Participating Subsidiary shall execute and deliver to Collateral Agent
for the benefit of the Secured Parties, the Receivables Subsidiary Pledge
Agreement, accompanied, to the extent such Pledged Securities are certificated,
by certificates representing the Pledged Securities.


 


(g)                                 Documentation
for Additional Security. The security interests required to be granted
pursuant to this Section 7.11 shall be granted pursuant to the
Annexes to the Security Documents or such other security documentation
satisfactory in form and substance to the Administrative Agent and the Required
Lenders and shall constitute valid and enforceable perfected security interests
prior to the rights of all third Persons (other than any such rights arising in
connection with Permitted Liens) and subject to no other Liens except Permitted
Liens.  The Additional Security Documents
and other instruments related thereto shall be duly recorded or filed in such
manner and in such places and at such times as are required by law to
establish, perfect, preserve and protect the Liens, in favor of the
Administrative Agent for the benefit of the Lenders, required to be granted
pursuant to the Additional Security Document and, all taxes, fees and other
charges payable in connection therewith shall be paid in full by the Borrower
or its Subsidiaries.  At the time of the
execution and delivery of the Additional Security Documents, the Borrower shall
cause to be delivered to the Administrative Agent such agreements, opinions of
counsel and other related documents as may be reasonably requested by the
Administrative Agent or the Required Lenders to assure themselves that this Section 7.11
has been complied with.


 


7.12                           End
of Fiscal Years; Fiscal Quarters


 


The Borrower will, and
will cause each of its Subsidiaries’ annual accounting periods to end on December 31
of each year (each a “Fiscal Year”, with quarterly accounting periods
ending on March 31, June 30, September 30, December 31 of
each Fiscal Year (each a “Fiscal Quarter”), unless otherwise required by
applicable law.


 


7.13                           Foreign
Subsidiaries Security


 


(a)                                  The
Borrower will cause each of its Subsidiaries that is a party to a Foreign
Intercompany Loan Document to comply at all times with all of its obligations
under that Foreign Intercompany Loan Document, and except as expressly
permitted hereunder, will not permit any such Subsidiary to amend the terms of
or assign or transfer (except, other than in the case of UK Holdco 1, to the
extent such Indebtedness would remain permitted Indebtedness pursuant to Section 8.2
hereof), any of its rights and/or obligations under, or grant any waiver or
release in respect of, the obligations of any Person under, that Foreign
Intercompany Loan


 


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Document or agree to
terminate that Foreign Intercompany Loan Document except (other than in the
case of UK Holdco 1) as permitted pursuant to Section 8.7(j) or in
connection with the sale or other transfer of the assets of a Foreign Subsidiary
permitted pursuant to Section 8.3.


 


(b)                                 Within
45 days (unless otherwise extended at the discretion of the Administrative
Agent) after the creation or acquisition, after the Closing Date, of any
Foreign Subsidiary, the Borrower will cause such Foreign Subsidiary to take all
necessary action in order to grant a Lien on its assets (including, without
limitation, Capital Stock) to secure its obligations under Foreign Intercompany
Loan Documents in such form, if any, as the Administrative Agent (subject to
compliance with Foreign Requirements of Law) shall reasonably require; provided,
however, that the Administrative Agent shall not require a Foreign
Subsidiary organized under the laws of the United Kingdom, France, Italy, Spain
or The Netherlands (each, a “Closing Date Country”) to execute any
Foreign Intercompany Loan Document other than with respect to the type of
collateral that was provided for by a Foreign Subsidiary in a Closing Date
Country on the Closing Date; and provided further, that the Administrative
Agent shall not require a Foreign Subsidiary organized under the laws of a
jurisdiction other than a Closing Date Country to execute any Foreign
Intercompany Loan Document with respect to its assets (other than Capital
Stock) if (1) (x) the principal balance of Indebtedness under the Foreign
Intercompany Note issued by such Foreign Subsidiary is equal to or less than
the Dollar Equivalent of $50,000,000 and (y) the assets of such Foreign
Subsidiary constitute less than 2% of the Consolidated Net Tangible Assets of
the Borrower at such time, or (2) any Requirement of Law (including any
exchange control, financial assistance, minimum capitalization, fraudulent
conveyance or similar rules or regulations, “Foreign Requirements of
Law”) would be violated thereby, provided that all relevant Persons
have taken all commercially reasonable steps to avoid or cure such violation
(collectively, the “Foreign Document Criteria”).


 


(c)                                  If,
following a change in the relevant sections of the Code, the regulations and rules promulgated
thereunder and any rulings issued thereunder and at the reasonable request of
the Administrative Agent or the Required Lenders, counsel for the Borrower
acceptable to the Administrative Agent and the Required Lenders does not within
60 days after such request deliver evidence reasonably satisfactory to the
Administrative Agent with respect to any Foreign Subsidiary that meets the
Foreign Document Criteria and is a Wholly-Owned Subsidiary of the Borrower that
any of (i) a pledge of 66-2/3% or more of the total
combined voting power of all classes of Capital Stock of such Foreign
Subsidiary entitled to vote, (ii) the entering into by such Foreign
Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty
or (iii) the entering into by such Foreign Subsidiary of a security
agreement in substantially the form of the Security Agreement, in any case
could cause all or a portion of the earnings of such Foreign Subsidiary to be
treated as a deemed dividend to such Foreign Subsidiary’s United States parent
or would otherwise violate applicable law or result in adverse tax consequences
to the Borrower or its Subsidiaries (including, without limitation, in the form
of distributions payable to any Parent
Company pursuant to the Limited Liability Company Agreement of the
Borrower), then in the case of a failure to deliver the evidence described in
clause (i) above, that portion of such Foreign Subsidiary’s outstanding
Capital Stock not theretofore pledged pursuant to the Security Documents shall
be pledged to the Administrative Agent for the benefit of the Lenders pursuant
to the Security Documents (or another pledge agreement in substantially similar
form, if needed), (ii) in the case of a failure to deliver the evidence
described in clause (ii) above, such Foreign Subsidiary shall execute and
deliver a guaranty of the Obligations of the Borrower under the


 


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Loan Documents (subject
to compliance with financial assistance laws or similar laws applicable to such
Foreign Subsidiary), and (iii) in the case of a failure to deliver the
evidence described in clause (iii) above, such Foreign Subsidiary (subject
to compliance with financial assistance laws or similar laws applicable to such
Foreign Subsidiary) shall execute and deliver a security agreement granting the
Administrative Agent for the benefit of the Lenders a security interest in all
of such Foreign Subsidiary’s assets (to the extent that such Foreign Subsidiary
would be required to grant a security interest in such assets under the
provisions of Section 7.11(a) hereof if such assets had been
acquired by a Domestic Subsidiary), in each case with all documents delivered
pursuant to this Section 7.13 to be in form and substance  reasonably satisfactory to the Administrative
Agent and the Required Lenders, but in each case, only to the extent permitted
without violating applicable law or resulting in adverse tax consequences.


 


7.14                           Certain
Fees Indemnity 


 


The Borrower covenants
that it will indemnify the Administrative Agent and each Lender against and
hold the Administrative Agent and each Lender harmless from any claim, demand
or liability for broker’s or finder’s fees or similar fees or commissions
alleged to have been incurred in connection with any of the transactions
contemplated hereby.


 


ARTICLE VIII


 


NEGATIVE
COVENANTS


 


The Borrower hereby
covenants and agrees that, so long as any of the Commitments remain in effect
or any Loan or LC Obligation remains outstanding and unpaid or any other amount
is owing to any Lender or the Administrative Agent hereunder:


 


8.1                                 Liens



 


The Borrower will not,
and will not permit any of its Subsidiaries to create, incur, assume or suffer
to exist or agree to create, incur or assume any Lien in, upon or with respect
to any of its properties or assets (including, without limitation, any
securities or debt instruments of any of its Subsidiaries), whether now owned
or hereafter acquired, or assign or otherwise convey any right to receive
income to secure any obligation, except for the following Liens (herein
referred to as “Permitted Liens”):


 


(a)                                  Liens
created under the Security Documents (including, without limitation, Liens
securing the Senior Secured Notes Obligations on a pari passu basis with the
Obligations, but only to the extent that such Indebtedness is permitted by Section 8.2(f));


 


(b)                                 Customary
Permitted Liens;


 


(c)                                  Liens
on any property securing Indebtedness incurred or assumed for the purpose of
financing all or any part of the acquisition, construction, repair or
improvement cost of such property, or securing a Sale and Leaseback Transaction
permitted hereunder, and any Lien securing Permitted Refinancing Indebtedness
of any Indebtedness secured by any Lien permitted by this clause (c); provided,
that (A) any such Lien does not extend to any other property (other than
accessions and additions to the property covered thereby), (B) such Lien


 


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either exists on the date hereof or is created in
connection with the acquisition, construction, repair or improvement of such
property as permitted by this Agreement, (C) the indebtedness secured by
any such Lien (or the Capitalized Lease Obligation with respect to any
Capitalized Lease) when incurred, does not exceed 100% of the fair market value
of such assets; and (D) the Indebtedness secured thereby is permitted to
be incurred pursuant to Section 8.2(d),  provided that any
such Permitted Refinancing Indebtedness is not increased and is not secured by
any additional assets;


 


(d)                                 additional
Liens incurred by the Borrower and its Subsidiaries which do not secure
Indebtedness for money borrowed so long as the value of the property subject to
such Liens, and the obligations secured thereby, do not exceed $10,000,000 in
the aggregate at any one time outstanding;


 


(e)                                  Liens
consisting of an agreement to sell, transfer or dispose of any asset (to the
extent such sale, transfer or disposition is permitted hereby);


 


(f)                                    Liens
created under the Foreign Intercompany Loan Security Documents to secure
Indebtedness incurred pursuant to the Foreign Intercompany Loan Documents;


 


(g)                                 Liens
securing Indebtedness of Foreign Subsidiaries; provided, that the amount
of such Indebtedness shall not exceed $25,000,000 in the aggregate at any one time outstanding;


 


(h)                                 Liens
(1) existing on the date hereof listed on Schedule 8.1(h) hereof
and any extension, renewal or replacement thereof but only if the principal
amount of the Indebtedness (including, for purposes of this Section 8.1(h),
any additional Indebtedness incurred pursuant to revolving commitments in an
amount not in excess of the available commitment as set forth on Schedule 8.2(b) secured
thereby) is not increased and such Liens do not extend to or cover any other
property or assets, (2) on property of Huntsman Headquarters Corporation
incurred pursuant to the Headquarters Mortgage Loan Documents, (3) on
property of Airstar Corporation incurred pursuant to the Airstar Aircraft
Financing Documents and (4) on the assets of Nitrail Vegyipari Termeló
Fejlesztó Résvénytár-ság (Nitrail Chemical Engineering and Production Co., Plc)
which secure not more than $2,000,000 of Indebtedness;


 


(i)                                     Liens
on Receivables Facility Assets transferred, directly or indirectly, (a) to
a Receivables Subsidiary or (b) by a Receivables Subsidiary to the
purchasers of such receivables (and the filing of financing statements in
connection therewith) created by, and as set forth in, the Receivables
Documents pursuant to a Permitted Accounts Receivable Securitization;


 


(j)                                     Liens
securing Indebtedness permitted pursuant to Section 8.2(m), provided,
that any such Lien does not extend to any property other than the property of
the newly acquired Subsidiary (and proceeds and accessions and additions to
such property) that is subject to a Lien securing such Indebtedness as of the
closing of the Acquisition of such Subsidiary;


 


(k)                                  Liens
on unearned insurance premiums securing Indebtedness incurred by Borrower
and/or its Subsidiaries to finance such insurance premiums in a principal
amount not to exceed at any time the amount of such insurance premiums to be
paid by Borrower and/or its Subsidiaries for a three year period; and


 


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(l)                                     Liens
securing obligations not in excess of $25,000,000 arising in the ordinary
course pursuant to standard documentation evidencing any Foreign Factoring
Transaction.


 


In connection with the
granting of Liens of the type described in clause (c) of this Section 8.1
by the Borrower or any of its Subsidiaries, at the reasonable request of the
Borrower, and at the Borrower’s expense, the Administrative Agent or the
Collateral Agent shall take (and is hereby authorized to take) any actions
reasonably requested by the Borrower in connection therewith (including,
without limitation, by executing appropriate lien releases in favor of the
holder or holders of such Liens, in either case solely with respect to the item
or items of equipment or other assets subject to such Liens).


 


8.2                                 Indebtedness


 


The Borrower will not,
and will not permit any of its Subsidiaries to, incur, create, assume directly
or indirectly, or suffer to exist any Indebtedness except:


 


(a)                                  Indebtedness
incurred pursuant to this Agreement and the other Loan Documents;


 


(b)                                 Indebtedness
described on Schedule 8.2(b) which Indebtedness was
outstanding on the Closing Date and Permitted Refinancing Indebtedness in
respect thereof; provided, however, that notwithstanding
anything else in this Section 8.2(b) to the contrary,
Indebtedness of Tioxide Southern Africa (Proprietary) Ltd. may be refinanced in
an amount not in excess of the Dollar Equivalent of $15,000,000 provided that
such Indebtedness is in no way guaranteed by the Borrower or any Subsidiary of
the Borrower;


 


(c)                                  Indebtedness
of the Borrower and its Subsidiaries consisting of intercompany loans or
advances owing to the Borrower or any of its Subsidiaries to the extent such
intercompany loans or advances are permitted to be made pursuant to Section 8.7(g) or
(h);


 


(d)                                 Indebtedness
of the Borrower and its Subsidiaries secured by purchase money Liens permitted
under Section 8.1(c) or constituting Capitalized Lease
Obligations or an Operating Financing Lease and Permitted Refinancing
Indebtedness in respect thereof; provided, that (x) all such Capitalized
Lease Obligations are permitted under Section 9.1 and (y) the sum
of (i) the aggregate outstanding Capitalized Lease Obligations plus
(ii) the aggregate outstanding Attributable Debt with respect to Operating
Financing Leases plus (iii) the aggregate outstanding principal
amount of such purchase money Indebtedness plus (iv) the aggregate
outstanding amount of Indebtedness permitted by Section 8.2(m) at
any time shall not exceed an amount equal to 5% of the Borrower’s Consolidated
Net Tangible Assets as of the end of the most recent Fiscal Quarter for which
the Borrower has delivered financial statements as required by Section 7.1;


 


(e)                                  Indebtedness
of (x) the Borrower or its Domestic Subsidiaries under Other Hedging Agreements
providing protection against fluctuations in currency or commodity values (in
the case of commodity values, for a period not to exceed 36 months) in
connection with the Borrower’s or any of its Subsidiaries’ operations so long
as management of the Borrower or such Subsidiary, as the case may be, has
determined that the entering into of such Other Hedging


 


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Agreements are bona  fide hedging
activities, (y) UK Petrochem under Other Hedging Agreements providing protection
against fluctuations in commodity values for a period not to exceed 36 months
in connection with UK Petrochem’s operations so long as the management of UK
Petrochem has determined that the entering into of such Other Hedging
Agreements are bona  fide hedging activities and (z) the Borrower
or its Subsidiaries under (1) Interest Rate Agreements providing
protection against fluctuations in interest rates so long as management of the
Borrower or such Subsidiary, as the case may be, has determined that entering
into such Interest Rate Agreements are bona
fide hedging activities or (2) Other Hedging Agreements constituting
currency forward contracts specifically related to a transaction requiring the
exchange of currencies in the conduct of such Subsidiary’s ordinary course of
business;


 


(f)                                    Indebtedness
of the Borrower in respect of the Public Notes and guarantees thereof by the
Borrower’s Subsidiaries; provided, that any guarantees of Public Notes that are
subordinated to the Obligations shall be subordinated to the Obligations in the
same fashion as such Public Notes are subordinated to the Obligations;


 


(g)                                 Indebtedness
of the Borrower and its Subsidiaries consisting of take-or-pay obligations
contained in supply agreements entered into in the ordinary course of business;


 


(h)                                 Indebtedness
of the Borrower to a Huntsman Affiliate that is subordinated to the Obligations
in a manner reasonably satisfactory to the Administrative Agent;


 


(i)                                     Permitted
Unsecured Debt of the Borrower and guarantees thereof by the Borrower’s
Subsidiaries; provided, that the Borrower shall have complied with the
mandatory prepayment provisions of Section 4.4(e);


 


(j)                                     Indebtedness
of the Borrower and its Subsidiaries constituting Permitted Refinancing
Indebtedness of Indebtedness permitted by clause (i) above;


 


(k)                                  Indebtedness
incurred by a Foreign Subsidiary pursuant to an Intercompany Note or the
Foreign Intercompany Loan Documents provided that with respect to any such
Indebtedness each Foreign Subsidiary shall comply with the provisions of Section 7.13;


 


(l)                                     Indebtedness
consisting of (i) Guarantee Obligations of any Subsidiary of the Borrower
of the Obligations under any Loan Document or any Foreign Intercompany Loan
Document, (ii) a guarantee by the Borrower of obligations of a Subsidiary
or by any Foreign Subsidiary of obligations of its Subsidiary under any lease
or other agreement otherwise permitted hereunder or entered into in the
ordinary course of business and not constituting Indebtedness, (iii) a
guarantee by the Borrower of the obligations of its Foreign Subsidiaries
incorporated under the laws of The Netherlands or by any such Person of the
obligations of its Subsidiaries as required by Section 2.403 of the Civil
Code of The Netherlands and (iv) a guarantee by TG of obligations of UK
Petrochem Holdings under the UK Petrochem Holdings Note; provided, that
such guarantee is subordinated to the Obligations in a manner acceptable to the
Administrative Agent;


 


(m)                               Indebtedness
of a Subsidiary of the Borrower issued and outstanding on or prior to the date
on which such Subsidiary was acquired by the Borrower  or a Subsidiary of the Borrower in a
transaction constituting an Acquisition (other than Indebtedness issued as


 


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consideration in, or to provide all or any portion of
the funds utilized to consummate such Acquisition) and any Permitted
Refinancing Indebtedness in respect thereof; provided, that the
aggregate amount of such Indebtedness outstanding at any time, together with
Indebtedness outstanding and permitted by Section 8.2(d) (without
double counting and without giving effect to Section 8.1(c)(C))
does not exceed an amount equal to 5% of the Borrower’s Consolidated Net
Tangible Assets as of the end of the most recent Fiscal Quarter for which the
Borrower has delivered financial statements as required by Section 7.1;


 


(n)                                 Indebtedness
(including intraday cash management lines relating thereto) of the Borrower and
of its Subsidiaries (other than UK Holdco 1) and Guarantee Obligations with
respect thereto by the Borrower and/or its Subsidiaries pursuant to over-draft
or similar lines of credit (including unsecured back-to-back lines of credit
relating thereto among Foreign Subsidiaries, an “Overdraft Facility”)
such that the aggregate amount of such Indebtedness (other than intraday cash
management lines relating thereto) permitted thereunder or outstanding under
this clause (n) at any one time does not exceed (without duplication)
$60,000,000 (or the Dollar Equivalent thereof) for more than one (1) consecutive
Business Day, with respect to such Indebtedness (other than intraday cash
management lines relating thereto), provided, that not more than
$20,000,000, with respect to such Indebtedness (other than intraday cash
management lines relating thereto) may be incurred by the Borrower and its
Domestic Subsidiaries, provided, further, however, that
the aggregate principal amount of Indebtedness (other than intraday cash
management lines relating thereto) outstanding under each such line shall be
reduced to the Dollar Equivalent of $15,000,000 during at least one day during
each calendar month;


 


(o)                                 other
unsecured Indebtedness of the Borrower and of its Subsidiaries other than in
respect of borrowed money not to exceed $80,000,000 at any time;


 


(p)                                 (i) 
Receivables Facility Attributed Indebtedness as long as the provisions of Section 4.4(f) are
complied with in connection with the incurrence of such Receivables Facility
Attributed Indebtedness and (ii) intercompany indebtedness of a
Receivables Subsidiary owed to the Borrower or its Participating Subsidiaries
to the extent such Indebtedness constitutes a permitted Investment pursuant to Section 8.7(o);
and


 


(q)                                 Indebtedness
of Foreign Subsidiaries consisting of limited recourse obligations incurred in
the ordinary course pursuant to standard documentation evidencing Foreign
Factoring Transactions.


 


8.3                                 Consolidation,
Merger, Purchase or Sale of Assets, etc.


 


The Borrower will not,
and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve
any of their affairs or enter into any transaction of merger or consolidation,
or convey, sell, lease or otherwise dispose of any of its properties or assets
(or, with respect to any such transaction involving all or substantially all of
the assets of the Borrower, enter into an agreement to do any of the foregoing
at any future time without the Administrative Agent’s prior written consent
unless the effectiveness of such agreement is conditional upon the consent of
the Administrative Agent), or enter into any Sale and Leaseback Transaction,
except that:


 


(a)                                  The
Borrower and its Subsidiaries may consummate the Transaction;


 


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(b)                                 Investments
may be made to the extent permitted by Section 8.7;


 


(c)                                  each
of the Borrower and its Subsidiaries may lease (as lessee) real or personal
property in the ordinary course of business other than to a Receivables
Subsidiary;


 


(d)                                 each
of the Borrower and its Subsidiaries may make sales or transfers of inventory,
Cash, Cash Equivalents and Foreign Cash Equivalents in the ordinary course of
business other than to a Receivables Subsidiary;


 


(e)                                  the
Borrower and its Subsidiaries may sell or discount, in each case without
recourse and in the ordinary course of business, Accounts Receivable arising in
the ordinary course of business (x) which are overdue, or (y) which the
Borrower or such Subsidiary may reasonably determine are difficult to collect but
only in connection with the compromise or collection thereof consistent with
customary industry practice (and not as part of any bulk sale or financing of
receivables);


 


(f)                                    the
Borrower and its Subsidiaries may license its patents, trade secrets, know-how
and other intellectual property relating to the manufacture of chemical
products and by-products (the “Technology”) provided that such license
shall be assignable to the Administrative Agent or any assignee of the
Administrative Agent without the consent of the licensee and no such license
shall (i) transfer ownership of such Technology to any other Person or (ii) require
the Borrower to pay any fees for any such use (such licenses permitted by this Section 8.3(f),
hereafter “Permitted Technology Licenses”);


 


(g)                                 any
Subsidiary of the Borrower (other than a Receivables Subsidiary) may be merged
or consolidated (x) with or into the Borrower so long as the Borrower is the
surviving entity, (y) with or into any one or more Wholly-Owned Subsidiaries of
the Borrower (other than an Unrestricted Subsidiary, Airstar Corporation,
Huntsman Headquarters Corporation or IRIC); provided, however,
that the Wholly-Owned Subsidiary or Subsidiaries shall be the surviving entity
or (z) with or into any Person in connection with the consummation of an
Acquisition; provided, however, that after giving effect to such merger or
consolidation the surviving Subsidiary shall be a Wholly-Owned Subsidiary;


 


(h)                                 the
Borrower and its Subsidiaries may sell, transfer or otherwise dispose of any
asset in connection with any Sale and Leaseback Transaction involving
Indebtedness, Capitalized Lease Obligations or an Operating Financing Lease
otherwise permitted hereunder;


 


(i)                                     in
any Fiscal Year, the Borrower or any Subsidiary may dispose of any of its
assets (including in connection with Sale and Leaseback Transactions not
involving Indebtedness, Capitalized Lease Obligations or an Operating Financing
Lease) if the aggregate book value (at the time of disposition thereof) of all
assets disposed of by the Borrower and its Subsidiaries in such Fiscal Year
pursuant to this clause (i) plus the aggregate book value of all
the assets then proposed to be disposed of does not exceed 5% of the
Consolidated Net Tangible Assets the Borrower and its Subsidiaries as of the
end of the immediately preceding Fiscal Quarter for which the Borrower has
delivered financial statements as required by Section 7.1; provided,
however, that if (A) concurrently with any disposition of assets or
within 360 days thereof, an amount equal to substantially all of the net
proceeds of such disposition are used by


 


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the Borrower or a Subsidiary to acquire other property
used or to be used in the businesses referred to in Section 8.9 and
(B) the Borrower or such Subsidiary has complied with the provisions of Section 7.11
with respect to such property, then such dispositions shall be disregarded for
purposes of calculations pursuant to this Section 8.3(i)) (and
shall otherwise be deemed to be permitted under this Section 8.3)
from and after the time of compliance with Section 7.11 with
respect to the acquisition of such other property;


 


(j)                                     any
Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of
any or all of its assets to the Borrower or any other Wholly-Owned Subsidiary
of the Borrower (other than (I) from (x) a Domestic Subsidiary to a Foreign
Subsidiary or (y) a Foreign Subsidiary party to Foreign Intercompany Loan
Documents to a Foreign Subsidiary which is not a party to Foreign Intercompany
Loan Documents or (z) a Foreign Subsidiary transferring assets which then serve
as direct collateral for a Foreign Intercompany Note to another Foreign
Subsidiary unless such assets similarly secure a Foreign Intercompany Note of
such Foreign Subsidiary receiving such assets or (II) to a Receivables
Subsidiary);


 


(k)                                  any
Subsidiary of the Borrower (other than UK Holdco 1 and a Receivables
Subsidiary) may voluntarily liquidate, wind-up or dissolve;


 


(l)                                     the
Borrower and its Subsidiaries may, directly or indirectly, sell, contribute and
make other transfers of Receivables Facility Assets to a Receivables Subsidiary
and such Receivables Subsidiary may sell and make other transfers of
Receivables Facility Assets to the Issuer, in each case pursuant to the
Receivables Documents under a Permitted Accounts Receivable Securitization; and


 


(m)                               Foreign
Subsidiaries other than any Foreign Subsidiary which as of the Closing Date or
any date thereafter is a party to any Foreign Intercompany Loan Document may
enter into the Foreign Factoring Transactions in an aggregate amount not to
exceed $25,000,000 at any time outstanding.


 


8.4                                 Dividends
or Other Distributions


 


(a)                                  Neither
the Borrower nor any of its Subsidiaries will: (i) declare or pay any
dividend or make any distribution on or in respect of its Capital Stock or to
the direct or indirect holders of its Capital Stock, other than (x) dividends
or distributions (A) payable solely in such Capital Stock or in options,
warrants or other rights to purchase such Capital Stock, (B) dividends and
distributions payable to the Borrower or a Wholly-Owned Subsidiary of the
Borrower or payable to holders of minority interests in any Subsidiary so long
as the Borrower or any other Subsidiary having an interest in such Subsidiary
shall receive its proportionate share of such dividend or distribution;
provided that the amount of such dividends or distributions under this clause (B) which
are paid to any Person other than the Borrower or its Subsidiaries shall be
included for purposes of calculating compliance with Section 8.4(b),
and shall be permitted only to the extent they are permitted under Sections
8.4(b) (“Dividends”), and (y) cash distributions to members of
the Borrower from time to time in accordance with the terms of the Tax Sharing
Agreement (“Tax Distributions”), (ii) purchase, redeem or otherwise
acquire or retire for value any Capital Stock of the Borrower, (iii) make
any principal payment on or purchase, defease, redeem, prepay, or otherwise
acquire or retire for value, prior to any scheduled final maturity or


 


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applicable redemption date, any Public Notes or
Permitted Unsecured Debt (or any Permitted Refinancing Indebtedness thereof)
except to the extent set forth in Section 8.11(i), (iv) make
any Investment not specifically permitted by clauses (a) through (p)
of Section 8.7 (“Unrestricted Investments”) or (v) make
any Capital Expenditure except to the extent permitted by clauses (a) through
(c) of Section 9.1 (any of the foregoing described in
clauses (i) - (v) being hereafter referred to as a “Restricted
Payment”);


 


(b)                                 Notwithstanding
the limitations on Restricted Payments set forth in Section 8.4(a),
so long as there is no Default or Event of Default then outstanding or that
would result therefrom and the Borrower is in pro forma compliance with the
financial covenants set forth in Sections 9.2 and 9.3 both
before and after giving effect to such Restricted Payments, the Borrower or any
Wholly-Owned Subsidiary of the Borrower may make any Restricted Payment which
together with all other Restricted Payments made pursuant to this Section 8.4
since the date hereof that are still outstanding would not exceed the sum of:


 


(i)                                     $25,000,000,
plus


 


(ii)                                  50%
of the Consolidated Net Income (or, in the case of a Consolidated Net Loss,
minus 100% of such Consolidated Net Loss) of the Borrower and its Subsidiaries
accrued during the period (treated as one accounting period) from April 1,
2005 to the end of the most recent Fiscal Quarter for which financial
statements have been delivered pursuant to Section 7.1, with
Consolidated Net Income or Consolidated Net Loss being adjusted for
extraordinary items; plus


 


(iii)                               Available Equity
Proceeds.


 


(c)                                  Notwithstanding
the foregoing, the Borrower may pay Dividends within 60 days after the date of
declaration thereof if at such date of declaration such Dividend would have
complied with this Section 8.4; provided, however,
that such Dividend shall be included (without duplication) in the calculation
of Restricted Payments for purposes of Section 8.4(a).


 


8.5                                 Certain
Restrictions on Subsidiaries


 


The Borrower will not,
and will not permit any of its Subsidiaries to create or otherwise cause or
permit to exist, or to become effective, any consensual encumbrance or
restriction (other than pursuant to the Loan Documents) on the ability of any
Subsidiary of the Borrower to (i) pay dividends or make any other
distributions on its Capital Stock, (ii) pay any Indebtedness or other
obligation owed to the Borrower or any of its other Subsidiaries, (iii) make
any loans or advances to the Borrower or any of its other Subsidiaries, or (iv) transfer
any of its property or assets to the Borrower or any of its other Subsidiaries,
except:


 


(a)                                  any
encumbrance or restriction pursuant to an agreement in effect at or entered
into on the Closing Date and reflected on Schedule 8.5(a) hereto
or any extension, replacement or refinancing thereof not prohibited herein;


 


(b)                                 any
such encumbrance or restriction consisting of customary non-assignment
provisions in any Contractual Obligation entered into in the ordinary course of


 


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business to the extent such provisions restrict the
transfer or assignment of any agreement evidencing or securing such Contractual
Obligation;


 


(c)                                  in
the case of clause (iv) above, Permitted Liens or other restrictions
contained in security agreements securing Indebtedness or operating leases
permitted hereby, to the extent such restrictions restrict the transfer of the
property subject to such security agreements or operating leases;


 


(d)                                 any
restrictions on transfer of an asset (including Capital Stock) pursuant to an
agreement to sell, transfer or dispose of such asset, to the extent such sale
would be permitted hereby;


 


(e)                                  any
encumbrance or restriction on a Receivables Subsidiary as set forth in the
Receivables Documents, or any encumbrance or restriction on a Participating
Subsidiary with respect to Receivables Facility Assets as set forth in
Receivables Documents; and


 


(f)                                    restrictions
on Foreign Subsidiaries in Overdraft Facilities.


 


8.6                                 Issuance
of Stock


 


(a)                                  The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, issue (except, with respect to the Borrower, as permitted pursuant
to clause (b) below), sell, assign, pledge or otherwise encumber
(other than with Liens of the type described in clauses (i) and (vi) of
the definition of “Customary Permitted Liens”) or dispose of any shares
of Capital Stock of any Subsidiary of the Borrower, except (i) to the
Borrower, (ii) to another Wholly-Owned Subsidiary of the Borrower, (iii) to
qualifying directors or to satisfy other similar requirements, in each case,
pursuant to Requirements of Law, (iv) pursuant to the Loan Documents or
the Foreign Intercompany Loan Security Documents or (v) pledges
constituting Permitted Liens described in clauses (a), (d) or (e) of Section 8.1.  Notwithstanding the foregoing, the Borrower
or its Subsidiaries shall be permitted to sell all of the outstanding Capital
Stock of a Subsidiary to the extent permitted pursuant to Section 8.3.


 


(b)                                 The
Borrower shall not issue any Capital Stock, except nonredeemable Capital Stock
and except for such issuances of Capital Stock (including private placements)
(x) where after giving effect to such issuance, no Event of Default will exist
under Section 10.1(m) and (y) where the Administrative Agent and
the Required Lenders have consented (such consent not to be unreasonably
withheld) to the terms and conditions of such offering.


 


8.7                                 Loans
and Investments


 


The Borrower will not,
and will not permit any of its Subsidiaries to, make or own any Investments
except:


 


(a)                                  the
Borrower and its Domestic Subsidiaries may acquire and hold Cash and Cash
Equivalents;


 


(b)                                 the
Borrower and its Subsidiaries may hold the Investments identified on Schedule 8.7(b);


 


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(c)                                  the
Borrower and its Subsidiaries may make or maintain advances (i) for
relocation and related expenses and other advances to their employees in the
ordinary course of business and (ii) for any other advances to their
employees in the ordinary course of business in an aggregate principal amount
not exceeding $10,000,000 (or the Dollar Equivalent thereof) at any one time
outstanding;


 


(d)                                 the
Borrower and its Subsidiaries may acquire and hold (i) Investments
consisting of extensions of credit in the nature of accounts receivable arising
from the granting of trade credit in the ordinary course of business, and (ii) Investments
(including debt obligations) received in connection with the bankruptcy or
reorganization of suppliers and customers and other Persons and in settlement
of delinquent obligations of, and other disputes with, customers and suppliers
and other Persons arising in the ordinary course of business;


 


(e)                                  the
Borrower and its Subsidiaries may make deposits in a customary fashion in the
ordinary course of business;


 


(f)                                    the
Borrower and its Subsidiaries may acquire and hold debt securities as partial
consideration for a sale of assets pursuant to Section 8.3 or 4.4(c) to
the extent permitted by any such Section;


 


(g)                                 Huntsman
Finco may make an intercompany loan (i) to UK Holdco 1 pursuant to the
terms of the UK Holdco Note as long as the Administrative Agent has a perfected
first priority security interest in such UK Holdco Note and UK Holdco 1 may
make intercompany loans and advances to other Foreign Subsidiaries pursuant to
the terms of the Foreign Intercompany Loan Documents so long as the
representation and warranty set forth in Section 6.23 is true and
correct at the time of such advance and the Borrower has complied with the
provisions of Section 7.13 and (ii) to UK Petrochem Holdings
pursuant to the terms of the UK Petrochem Holdings Note so long as the
Administrative Agent has a perfected first priority security interest in such
UK Petrochem Holdings Note;


 


(h)                                 the
Borrower may make or maintain intercompany loans and advances to any of its
Wholly-Owned Subsidiaries, any Subsidiary of the Borrower may make or maintain
intercompany loans and advances to the Borrower, and any Subsidiary of the
Borrower (other than UK Holdco 2) may make or maintain intercompany loans
and advances to any other Wholly-Owned Subsidiary of the Borrower
(collectively, “Intercompany Loans”), provided, that (x) each
Intercompany Loan made by a Foreign Subsidiary or a non-Wholly-Owned Domestic
Subsidiary, on the one hand, to the Borrower or a Wholly-Owned Domestic
Subsidiary of the Borrower, on the other hand, shall contain the subordination
provisions set forth on Exhibit 8.7(h), and (y) each Intercompany
Loan (other than pursuant to an Overdraft Facility) made to a Foreign
Subsidiary shall be evidenced by an Intercompany Note;


 


(i)                                     (i) the
Borrower and its Subsidiaries may make additional capital contributions at any
time after the Closing Date to existing Foreign Subsidiaries of the Borrower,
and may capitalize or forgive any Indebtedness owed to them by a Foreign
Subsidiary of the Borrower, provided, that the aggregate amount of such
contributions, capitalizations and forgiveness pursuant to this subclause
(i), without duplication as to amounts contributed from one Subsidiary to
its Subsidiary (determined without regard to any write-downs or write-offs


 


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thereof), shall not exceed an aggregate outstanding
amount equal to the sum of $300,000,000 plus the aggregate amount contributed
to Foreign Subsidiaries and used by such Foreign Subsidiaries for Acquisitions
permitted pursuant to Section 8.7(n) and (ii) the Borrower and
each of its Domestic Subsidiaries may make Investments in the Capital Stock of
a Person who is a Domestic Subsidiary immediately before and after such
Investment; provided, that the requirements of Section 7.11
are satisfied.


 


(j)                                     Foreign
Subsidiaries of the Borrower may invest in cash, Cash Equivalents and Foreign
Cash Equivalents;


 


(k)                                  so
long as no Unmatured Event of Default or Event of Default exists (or on a pro
forma basis after giving effect to such Investment would exist), the Borrower
and its Subsidiaries may (i) make any Investment in any Permitted
Unconsolidated Venture or in any Unrestricted Subsidiary (provided, that
the Borrower shall have complied with Section 7.11(e) in
connection with such Investment) consisting of an amount not in excess of the
Available Unrestricted Subsidiary Investment Basket; and (ii) solely to the extent such Investment (which, to the extent
permitted by local law and not resulting adverse tax consequences, shall be in
the form of an intercompany loan) is used by any of HF II Australia Holdings
Company LLC, Huntsman Australia Holdings Corp., HCPH Holdings Pty Limited,
Huntsman Chemical Australia Unit Trust or their Subsidiaries, make
Investments in such entities to permanently prepay Indebtedness in an aggregate
amount not to exceed $35,000,000.


 


(l)                                     the
Borrower may make intercompany loans to Huntsman Corporation, the proceeds of
which shall be utilized by Huntsman Corporation to pay legal, franchise tax,
audit, and other expenses directly relating to the administration or legal
existence of the Borrower; provided, that the aggregate outstanding
principal amount of such intercompany loans shall not exceed $3,000,000 at any
time outstanding (without giving effect to any write-downs or write-offs
thereof) and which amount shall not include any intercompany loans or advances
made or deemed to have been made for any reason in respect of accrued but
unpaid interest on any intercompany loans previously made to Huntsman
Corporation, including the capitalization thereof);


 


(m)                               the
Borrower may make Investments in Rubicon and LPC, so long as: (i) the
Administrative Agent possesses a valid, perfected Lien on the applicable Credit
Party’s interests in such Joint Venture, (ii) such Joint Venture does not
have any Indebtedness for borrowed money at any time on or after the date of
such Investment other than to the partners in such Joint Venture, (iii) the
documentation governing such Joint Venture does not contain a restriction on
distributions or loan repayments as applicable, to the Borrower or to the
applicable Subsidiary holding the interest in such Joint Venture, and (iv) such
Investment shall be treated as Capital Expenditures for purposes of Section 9.1
of this Agreement;


 


(n)                                 the
Borrower or any of its Subsidiaries may purchase all or a significant part of
the assets of a business conducted by another Person, make any Investment in
any Person which, after the Closing Date as a result of such Investment becomes
a Wholly-Owned Subsidiary of the Borrower which is not an Unrestricted
Subsidiary or, to the extent permitted under Section 8.3, enter
into any merger, consolidation or amalgamation with any other Person (any such
purchase, Investment or merger, an “Acquisition”); provided, however,
that such


 


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Acquisition shall not be permitted unless, (i) after giving effect thereto on a Pro
Forma Basis, no Event of Default or Unmatured Event of Default would exist
hereunder; (ii) if the total consideration given and Indebtedness
assumed in connection with such Acquisition exceeds $20,000,000, after giving
effect to such Acquisition, the Borrower’s Available Liquidity, minus the
lesser of (A) the aggregate amount of utilized Overdraft Facilities of the
Borrower and its Subsidiaries or (B) $60,000,000 shall equal or exceed
$450,000,000; (iii) the Borrower and its Subsidiaries have complied to the
extent applicable with the requirements of Section 7.11 hereof with
respect to any required additional Security Documents; (iv) such
acquisition has been approved by the board of directors of the Person to be
acquired; provided, further, however,
notwithstanding anything else herein to the contrary, no Acquisition (other
than Acquisitions in which the total consideration paid (including for purposes
hereof any assumed Indebtedness) does not exceed $20,000,000 for any single
Acquisition or $80,000,000 for all such Acquisitions in the aggregate since the
Closing Date) shall be permitted unless the Borrower is in compliance with Section 9.3
on a Pro Forma Basis and (v) if such Acquisition either results in a new
Foreign Subsidiary of the Borrower or is consummated by a Foreign Subsidiary of
the Borrower, the aggregate Investment with respect to such Acquisition, when
added to the aggregate outstanding amount of all other Investments described in
this clause (v) after the Closing Date, does not exceed $200,000,000 in
the aggregate;


 


(o)                                 the
Borrower or any of its Subsidiaries may make Investments in the Receivables
Subsidiary and any Participating Subsidiaries prior to the occurrence and
continuance of an Event of Default under Section 10.1(n) which in
the judgment of the Borrower are reasonably necessary in connection with any
Permitted Accounts Receivable Securitization;


 


(p)                                 in
addition to Investments permitted pursuant to clauses (a) through (o)
above, the Borrower or any of its Subsidiaries may make other Investments (A) in
an outstanding amount not to exceed $50,000,000 in the aggregate or (B) with
Available Equity Proceeds; provided, that in each case the Borrower
shall have complied to the extent applicable with Section 7.11 in
connection with such Investment; and provided  further, that the
Borrower may not make or own any investment in margin stock; and


 


(q)                                 the
Borrower or any of its Subsidiaries may make Unrestricted Investments
constituting Restricted Payments that are permitted by Section 8.4(b);
provided, that, the Borrower shall have complied to the extent applicable
with Section 7.11 in connection with such Unrestricted Investments;
and provided  further, that the Borrower may not make or own any
investment in margin stock.


 


8.8                                 Transactions
with Affiliates


 


The Borrower will not,
and the Borrower will not cause or permit any of its Subsidiaries to, directly
or indirectly, enter into or permit to exist any transaction or series of
related transactions (including, without limitation, the purchase, sale, lease
or exchange of any property or the rendering of any service) with or for the
benefit of any of the Borrower’s Affiliates other than (x) the entry by the
Borrower and its Subsidiaries into the transactions contemplated by a Permitted
Accounts Receivable Securitization, (y) transactions that are on terms that are
fair and reasonable to the Borrower or to any such Subsidiary and that are on
terms that are no less favorable to the Borrower or to such Subsidiary than
those that might reasonably


 


123





















 


have been obtained
in a comparable transaction on an arm’s-length basis from a Person that is not
an Affiliate, or (z) any transaction arising in the ordinary course of business
of the Borrower or of such Subsidiary; provided, however, that
with respect to transactions between the Borrower or any of its Subsidiaries
and any of their respective Affiliates arising in the ordinary course of
business (including, without limitation, purchase or supply contracts relating
to products or raw materials) a Responsible Officer of the Borrower shall, not
later than the date of delivery of the financial statements referred to in Section 7.1(b),
have reviewed the aggregate of such transactions and determined that, in the
aggregate, such transactions are on terms that are fair and reasonable to the
Borrower or to such Subsidiary and are no less favorable to the Borrower or to
such Subsidiary than those that might reasonably have been obtained in a
comparable transactions on an arm’s-length basis from a Person that is not an
Affiliate.  The foregoing restrictions
will not apply to (1) reasonable and customary directors’ fees,
indemnification and similar arrangements and payments thereunder; (2) any
transaction between the Borrower and any Wholly-Owned Subsidiary (other than an
Unrestricted Subsidiary) of the Borrower or between Wholly-Owned Subsidiaries
(other than an Unrestricted Subsidiary) to the extent that any such transaction
is otherwise in compliance with the terms of this Agreement; (3) loans or
advances to officers of the Borrower and of its Subsidiaries for bona  fide
business purposes of the Borrower or of such Subsidiary not to exceed
$10,000,000 in the aggregate at any one time outstanding for the Borrower and
its Subsidiaries; (4) Investments permitted under Section 8.7(l);
(5) Restricted Payments permitted under Section 8.4; (6) the
Merger; or (7) issuances by the Borrower of its Capital Stock to the
extent such issuance is otherwise in compliance with the terms of this
Agreement.  The restriction set forth in
this Section 8.8 will not apply to the execution and delivery of or
payments made under the Tax Sharing Agreement.


 


8.9                                 Lines
of Business


 


The Borrower will not,
and will not permit any Subsidiary (other than a Receivables Subsidiary) to
enter into or acquire any line of business which is not reasonably related to
the chemical or petrochemical business, provided, that none of Huntsman
Finco, TG, UK Holdco 1, UK Petrochem Holdings, UK Holdco 2, Dutch Mixer or any
Thai Holding Company will engage in any business other than (a) holding
Capital Stock of its Subsidiaries, (b) in the case of UK Holdco 1, UK
Petrochem Holdings, and Huntsman Finco, the borrowing and lending funds
pursuant to the Intercompany Notes and entering into the Foreign Intercompany
Loan Documents and (c) in the case of UK Holdco 2, cash management and
related treasury activities.  IRIC shall
only engage in the business of serving as a captive insurance company for the
Borrower and its Subsidiaries and engaging in such necessary activities related
thereto as may be permitted to be engaged in by a Vermont captive insurance
company pursuant to applicable Vermont captive insurance company rules and
regulations; provided, that IRIC shall not hold cash or other Investments
except in a manner consistent with Schedule 8.9.  Huntsman (Europe) BVBA shall only engage in
activities relating to operations consistent with its nature as a Belgian
coordination center; provided that, in no event shall it conduct any
sales, marketing or manufacturing activities.


 


8.10                           Fiscal
Year


 


The Borrower shall not
change its Fiscal Year.


 


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8.11                           Limitation
on Voluntary Payments and Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-Laws and Certain Other Agreements; Etc. 


 


The Borrower will not,
and will not permit any of its Subsidiaries to:


 


(i)                                     make
(or give any notice in respect of) any voluntary or optional payment or
prepayment on or redemption or acquisition for value of (including, without
limitation, by way of depositing with the trustee with respect thereto or any
other Person money or securities before due for the purpose of paying when due)
any Obligations under any Public Notes or Permitted Unsecured Debt (other than
with the proceeds of Permitted Refinancing Indebtedness or with Available
Equity Proceeds); provided that if there is no Default or Event of
Default then outstanding or that would result therefrom, the Borrower or any of
its Subsidiaries may make payments or prepayments on, or redemption or
acquisition of: (A) any Obligations under the Senior Secured Notes and any
notes evidencing any Permitted Refinancing Indebtedness of the Senior Secured
Notes; (B) any Obligations under the Senior Notes (HI) or the Senior Notes
(HLLC), and any notes evidencing any Permitted Refinancing Indebtedness of
either of the foregoing, so long as (i) the Most Recent Leverage Ratio is
less than 3.5 to 1.0 on a Pro Forma Basis and (ii) the Total Available
Revolving Commitments are greater than $350,000,000 after giving effect to such
payment or prepayment; (C) any Obligations under the Senior Subordinated
Notes (HI 2009), the Senior Subordinated Notes (HI 2015) or any other Public
Notes or Permitted Unsecured Debt that is subordinated to the Obligations in an
aggregate amount not to exceed $400,000,000 so long as (i) the Most Recent
Leverage Ratio is less than 3.0 to 1.0, (ii) Available Liquidity of the
Borrower and its Subsidiaries is $600,000,000 or greater after giving effect to
such payment or prepayment and (iii) on or prior to the date of such
payment or prepayment, the sum of the voluntary prepayments of Term Loans made
pursuant to Section 4.3 and mandatory prepayments of Term Loans
made pursuant to Sections 4.4(b) and (d) equals or
exceeds $500,000,000; and (D) any Obligations under any Public Notes or
Permitted Unsecured Debt with Restricted Payments permitted under Section 8.4(b).


 


(ii)                                  amend,
modify or terminate, or permit the amendment, modification, or termination of
any provision in any way adverse to the interests of the Lenders (as determined
by the Administrative Agent in its sole reasonable discretion after reasonable
advance notice of such proposed change) of (A) any Public Note Document
that would require the consent of any holder of such Public Note (including,
without limitation, by the execution of any supplemental indenture) or (B) any
provision of the UK Holdco Note, the UK Petrochem Holdings Note, any other
Intercompany Note or any Foreign Intercompany Loan Document; or


 


(iii)                               amend, modify or change
in any way adverse, in any material respect, to the interests of the Lenders
(as determined by the Administrative Agent in its sole reasonable discretion
after reasonable advance notice of such proposed change), its Organizational
Documents  (including, without
limitation,


 


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by filing or modification of any certificate of designation) or
by-laws, or any agreement entered into by it, with respect to its Capital
Stock, the Tax Sharing Agreement, or enter into any new agreement with respect
to its Capital Stock or any new tax sharing agreement which in any way could
reasonably be expected to be adverse to the interests of the Lenders (as
determined by the Administration Agent).


 


The Administrative Agent
agrees that, with respect to any matters required to be reasonably satisfactory
or acceptable to it, it shall exercise its reasonable judgment in making, and
shall not unreasonably withhold or delay, such determination.


 


8.12                           Accounting
Changes


 


The Borrower shall not,
nor shall it permit any of its Subsidiaries to make or permit to be made any
change in accounting policies affecting the presentation of financial
statements or reporting practices from those employed by it on the date hereof,
unless (i) such change is required by GAAP, (ii) such change is
disclosed to the Lenders through the Administrative Agent or otherwise and (iii) relevant
prior financial statements that are affected by such change are restated (in
form and detail satisfactory to the Administrative Agent) as may be required by
GAAP to show comparative results.  If any
changes in GAAP or the application thereof from that used in the preparation of
the financial statements referred to in Section 6.5(a) hereof
occur after the Closing Date and such changes result in, in the sole judgment
of the Administrative Agent, a meaningful change in the calculation of any
financial covenants or restrictions set forth in this Agreement, then the
parties hereto agree to enter into and diligently pursue negotiations in order
to amend such financial covenants and restrictions so as to equitably reflect
such changes, with the desired result that the criteria for evaluating the
financial condition and results of operations of the Borrower and its
Subsidiaries shall be the same after such changes as if such changes had not
been made.


 


8.13                           Permitted
Accounts Receivable Securitization and Foreign Factoring Transactions


 


The Borrower shall not,
nor shall it permit any of its Subsidiaries to, enter into any Receivables
Documents other than in connection with a Permitted Accounts Receivable
Securitization or a Foreign Factoring Transaction permitted by Sections
8.1(l) and 8.2(q) (unless such Receivables Documents have been
approved by the Administrative Agent or are non-material documentation entered
into pursuant to such approved Receivables Documents and/or represent
additional documentation in customary form that is contemplated by Receivables
Documents for a Permitted Accounts Receivable Securitization and are not adverse
to the Lenders) or amend or modify in any material respect which is adverse to
the Lenders any of such Receivables Documents unless such amendment or
modification has been approved by the Administrative Agent; provided, however,
that if the Receivables Documents, after giving effect to such amendment or
modification, would constitute a Permitted Accounts Receivable Securitization,
then such approval of the Administrative Agent shall not be required.  No Unrestricted Subsidiary may be a
Participating Subsidiary in a Permitted Accounts Receivable Securitization.


 


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ARTICLE IX


 


FINANCIAL
COVENANTS


 


The Borrower hereby
agrees that, so long as the Commitments remain in effect or any Loan or LC
Obligation remains outstanding and unpaid or any other amount is owing to any
Lender or the Administrative Agent hereunder:


 


9.1                                 Capital
Expenditures


 


(a)                                  The
Borrower will not, and will not permit any of their Subsidiaries to, make any
Consolidated Capital Expenditures, except that during any Fiscal Year the
Borrower and its Subsidiaries may make Consolidated Capital Expenditures so
long as the aggregate amount so made by the Borrower and its Subsidiaries (on a
consolidated basis) does not exceed during the 2005 Fiscal Year and each Fiscal
Year thereafter an amount equal to (x) $600,000,000 plus (y) an amount
equal to the amount of Consolidated Capital Expenditures permitted pursuant to
the preceding clause (x) for the immediately preceding Fiscal Year that was not
utilized during such Fiscal Year; provided, that the amount attributable
to this clause (y) shall not, for any Fiscal Year, exceed $100,000,000.


 


(b)                                 Notwithstanding
the foregoing, the Borrower and its Subsidiaries may make Consolidated Capital
Expenditures on any date with (i) Net Offering Proceeds which are not
required to be applied as a mandatory prepayment under Section 4.4(e) and
(ii) Available Equity Proceeds.


 


(c)                                  Notwithstanding
the foregoing, the Borrower and its Subsidiaries may make Consolidated Capital
Expenditures with (i) the insurance proceeds received by the Borrower or
any of its Subsidiaries from any Recovery Event and (ii) the Net Sale
Proceeds received by the Borrower or any of its Subsidiaries from any Asset
Disposition, so long as such insurance proceeds and/or Net Sale Proceeds are
used or contractually committed to be used within 360 days to make Consolidated
Capital Expenditures in accordance with Section 4.4(c).


 


(d)                                 Notwithstanding
the foregoing, the Borrower and its Subsidiaries may make Consolidated Capital
Expenditures constituting Restricted Payments to the extent permitted by Section 8.4(b).


 


9.2                                 Interest
Coverage Ratio


 


The Borrower will not
permit the Interest Coverage Ratio calculated for any Test Period ending at the
following dates or during the following periods to be less than the ratio set
forth opposite such period:


 


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  Period

  	
   

  	
  Ratio

  
	
  September 30, 2005

  	
   

  	
  2.50 to 1.00

  
	
  December 31, 2005

  	
   

  	
  2.50 to 1.00

  
	
  March 31, 2006

  	
   

  	
  2.50 to 1.00

  
	
  June 30, 2006

  	
   

  	
  2.75 to 1.00

  
	
  September 30, 2006

  	
   

  	
  2.75 to 1.00

  
	
  December 31, 2006

  	
   

  	
  2.75 to 1.00

  
	
  March 31, 2007

  	
   

  	
  2.75 to 1.00

  
	
  June 30, 2007 and
  thereafter

  	
   

  	
  3.00 to 1.00

  



 


9.3                                 Leverage
Ratio


 


The Borrower will not
permit for any Test Period ending on a date set forth during any period
described below, the Leverage Ratio to exceed the ratio set forth opposite such
period:


 


	
  Period

  	
   

  	
  Ratio

  
	
  September 30, 2005

  	
   

  	
  4.50 to 1.00

  
	
  December 31, 2005

  	
   

  	
  4.50 to 1.00

  
	
  March 31, 2006

  	
   

  	
  4.50 to 1.00

  
	
  June 30, 2006

  	
   

  	
  4.00 to 1.00

  
	
  September 30, 2006

  	
   

  	
  4.00 to 1.00

  
	
  December 31, 2006

  	
   

  	
  4.00 to 1.00

  
	
  March 31, 2007

  	
   

  	
  4:00 to 1.00

  
	
  June 30, 2007 and
  thereafter

  	
   

  	
  3.50 to 1.00

  



 


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ARTICLE X


 


EVENTS
OF DEFAULT


 


10.1                           Events
of Default


 


Any of the following
events, acts, occurrences or states of facts shall constitute an “Event of
Default” for purposes of this Agreement:


 


(a)                                  Failure
to Make Payments When Due.  There
shall occur a default in the payment of (i) principal on any of the Loans
or any reimbursement obligation with respect to any Letter of Credit; or (ii) interest
on any of the Loans or any fee or any other amount owing hereunder or under any
other Loan Document when due and such default in payment shall continue for
five (5) Business Days; or


 


(b)                                 Representations
and Warranties.  Any representation
or warranty made by or on the part of the Borrower or any Credit Party, as the
case may be, contained in any Loan Document or any document, instrument or
certificate delivered pursuant hereto or thereto shall have been incorrect or
misleading in any material respect when made or deemed made; or


 


(c)                                  Covenants.  The Borrower shall (i) default in the
performance or observance of any term, covenant, condition or agreement on its
part to be performed or observed under Article VIII or Article IX
hereof or Sections 7.3(a), 7.9, 7.10, 7.11
or 7.13 or (ii) default in the due performance or observance by it
of any other term, covenant or agreement contained in this Agreement and such
default shall continue unremedied for a period of thirty (30) days after
written notice to the Borrower by the Administrative Agent or any Lender; or


 


(d)                                 Default
Under Other Loan Documents.  Any
Credit Party shall default in the performance or observance of any term,
covenant, condition or agreement on its part to be performed or observed
hereunder or under any Loan Document (and not constituting an Event of Default
under any other clause of this Section 10.1) and such default shall
continue unremedied for a period of thirty (30) days after written or
telephonic (immediately confirmed in writing) notice thereof has been given to
the Borrower by the Administrative Agent; or


 


(e)                                  Voluntary
Insolvency, Etc.  The Borrower or any
of its Material Subsidiaries shall become insolvent or generally fail to pay,
or admit in writing its inability to pay, its debts as they become due, or
shall voluntarily commence any proceeding or file any petition under any
bankruptcy, insolvency or similar law or seeking dissolution or reorganization
or the appointment of a receiver, trustee, administrator, custodian, liquidator
or similar officer for it or a substantial portion of its property, assets or
business or to effect a plan or other arrangement with its creditors, or shall
file any answer admitting the material allegations of an involuntary petition
filed against it in any bankruptcy, insolvency or similar proceeding, or shall
be adjudicated bankrupt, or shall make a general assignment for the benefit of
creditors, or shall consent to, or acquiesce in the appointment of, a receiver,
trustee, custodian, administrator, liquidator or similar officer for a
substantial portion of its property, assets or business, shall call a


 


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meeting of its creditors with a view to arranging a
composition or adjustment of its debts or shall take any corporate action
authorizing any of the foregoing; or


 


(f)                                    Involuntary
Insolvency, Etc.  Involuntary
proceedings or an involuntary petition shall be commenced or filed against the
Borrower or any of its Material Subsidiaries under any bankruptcy, insolvency
or similar law or seeking the dissolution or reorganization of it or the
appointment of a receiver, trustee, custodian, administrator, liquidator or
similar officer for it or of a substantial part of its property, assets or
business, or any similar writ, judgment, warrant of attachment, execution
or  process shall be issued or levied
against a substantial part of its property, assets or business, and (other than
a petition for administration) such proceedings or petition shall not be
dismissed, or such writ, judgment, warrant of attachment, execution or similar
process shall not be released, vacated or fully bonded, within sixty (60) days
after commencement, filing or levy, as the case may be, or any order for relief
shall be entered in any such proceeding; or


 


(g)                                 Default
Under Other Agreements.  (i) The
Borrower or any of its Subsidiaries shall default in the payment when due,
whether at stated maturity or otherwise, of any amount pursuant to any
Indebtedness (other than Indebtedness owed to the Lenders under the Loan
Documents) in excess of $50,000,000 in the aggregate beyond the period of grace
if any, provided in the instrument or agreement under which such Indebtedness
was created, or (ii) a default shall occur in the performance or
observance of any agreement under any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause (determined without regard to whether any notice of acceleration or
similar notice is required), any such Indebtedness to become due or be repaid
prior to its stated maturity or (iii) any such Indebtedness of the
Borrower or any of its Subsidiaries shall be declared to be due and payable, or
required to be prepaid (other than such Indebtedness that is required to be
prepaid upon a “Change of Control” under a Public Note Document that would not
cause a Change of Control hereunder) other than by a regularly scheduled
required prepayment (other than with proceeds of the event giving rise to such
prepayment), prior to the stated maturity thereof; or


 


(h)                                 Invalidity
of Subordination Provisions.  The
subordination provisions of any agreement or instrument governing the Senior
Subordinated Note (HI 2009) Documents, the Senior Subordinated Note (HI 2015)
Documents or any other subordinated Indebtedness in excess of $50,000,000 is
for any reason revoked or invalidated, or otherwise cease to be in full force
and effect, any Person contests in any manner the validity or enforceability
thereof or denies that it has any further liability or obligation thereunder,
or the Loans and the other Obligations hereunder entitled to receive the
benefits of any Loan Document is for any reason subordinated or does not have
the priority contemplated by this Agreement or such subordination provisions;
or


 


(i)                                     Judgments.
One or more judgments or decrees shall be entered against the Borrower or any
of its Subsidiaries involving, individually or in the aggregate, a liability
(to the extent not paid or covered by a reputable insurance company or
indemnitor as to which coverage or indemnification, as the case may be, has not
been disclaimed) of $50,000,000 or more and all


 


130





















 


such judgments or decrees shall not have been vacated,
discharged, satisfied, stayed or bonded pending appeal within thirty (30) days
from the entry thereof; or


 


(j)                                     Security
Documents.  At any time after the
execution and delivery thereof, any of the Security Documents shall cease to be
in full force and (other than as permitted pursuant to the provisions thereof
or hereof) cease to create a valid and perfected lien on and security interest
in, any material portion of the Collateral having the lien priority required by
this Agreement and the Security Documents; or


 


(k)                                  Guaranties.  Any Guaranty or any provision thereof shall
(other than as a result of the actions taken by the Administrative Agent or the
Lenders to release such Guaranty) cease to be in full force and effect in
accordance with its terms (other than as permitted pursuant to the terms hereof
and thereof), or any Credit Party or any Person acting by or on behalf of such
Guarantor shall deny or disaffirm such Credit Party’s obligations under any
Guaranty; or


 


(l)                                     ERISA.  (a) Either (i) any Reportable Event
which the Required Lenders determine constitutes reasonable grounds for the
termination of any Plan by the PBGC or of any Multiemployer Plan or for the
appointment by the appropriate United States District Court of a trustee to
administer or liquidate any Plan or Multiemployer Plan shall have occurred, (ii) a
trustee shall be appointed by a United States District Court to administer any
Plan or Multiemployer Plan, (iii) the PBGC shall institute proceedings to
terminate any Plan or Multiemployer Plan or to appoint a trustee to administer
any Plan; (iv) the Borrower or any of its Subsidiaries or any of their
ERISA Affiliates shall become liable to the PBGC or any other party under Section 4062,
4063 or 4064 of ERISA with respect to any Plan; or (v) the Borrower or any
of its Subsidiaries or any of their ERISA Affiliates shall become liable to
make a current payment with respect to any Multiemployer Plan under Section 4201
et  seq. of ERISA; if as of the date thereof or any subsequent
date, the sum of each of the Borrower’s and its Subsidiaries’ and their ERISA
Affiliates’ various liabilities (such liabilities to include, without
limitation, any liability to the PBGC or to any other party under Section 4062,
4063 or 4064 of ERISA with respect to any Plan, or to any Multiemployer Plan
under Section 4201 et  seq. of ERISA) as a result of such
events listed in subclauses (i) through (v) above exceeds
$50,000,000; or (b) Either (i) a
foreign governmental authority has instituted proceedings to terminate a
Foreign Pension Plan or a foreign governmental authority has appointed a
trustee to administer any Foreign Pension Plan in place of the existing
administrator, in each case by reason of a distress termination within the meaning
of Section 4041(c) of ERISA, treating such Foreign Pension Plan as if
it were subject to ERISA; or (ii) any Foreign Pension Plan that is
required by applicable law to be funded in a trust or other funding vehicle has
failed to comply with such funding requirements; if, as of the date thereof or
as of any subsequent date, the sum of each of the Borrower’s and its
Subsidiaries’  various liabilities to any
Foreign Pension Plan solely as a result of such events listed in subclauses (i) and
(ii) of this clause (b) exceeds the Dollar Equivalent of $50,000,000;
or


 


(m)                               Change
of Control.  A Change of Control
shall occur; or


 


(n)                                 Receivables
Facility.   Any event (after the
expiration of any applicable grace periods) as specified in the Receivables
Documents for any Permitted Accounts Receivable Securitization shall entitle
the Persons (other than a Receivable Subsidiary) financing


 


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Receivables Facility Assets pursuant to a Permitted
Accounts Receivable Securitization prior to the scheduled or mutually agreed
upon (at a time when no default exists thereunder) termination thereof to
terminate or permanently cease funding the financing of Receivables Facility
Assets pursuant to such Permitted Accounts Receivable Securitization.


 


If any of the foregoing
Events of Default shall have occurred and be continuing, the Administrative
Agent, at the written direction of the Required Lenders, shall take one or more
of the following actions: (i) by written or oral or telephonic notice (in
the case of oral or telephonic notice confirmed in writing immediately
thereafter) to the Borrower declare the Total Commitments to be terminated
whereupon the Total Commitments shall forthwith terminate, (ii) by written
or oral or telephonic notice (in the case of oral or telephonic notice
confirmed in writing immediately thereafter) to the Borrower declare all sums
then owing by the Borrower hereunder and under the Loan Documents to be
forthwith due and payable, whereupon all such sums shall become and be
immediately due and payable without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived by the Borrower, (iii) terminate
any Letter of Credit in accordance with its terms, (iv) direct the
Borrower to pay (and the Borrower agrees that upon receipt of such notice, or
upon the occurrence of any Event of Default specified in Section 10.1(e) or
Section 10.1(f) with respect to the Borrower it will pay) to
the Administrative Agent at the Payment Office such additional amount of cash,
to be held as security by the Administrative Agent, as is equal to the Assigned
Dollar Value of the aggregate Stated Amount of all Letters of Credit issued for
the account of the Borrower and its Subsidiaries and then outstanding, and (v) enforce,
as the Administrative Agent (to the extent permitted under the applicable
Security Documents), or direct the Collateral Agent to enforce pursuant to the
Security Documents, as the case may be, all of the Liens and security interests
created pursuant to the Security Documents. 
In cases of any occurrence of any Event of Default described in Section 10.1(e) or
Section 10.1(f) with respect to the Borrower, the Loans,
together with accrued interest thereon, shall become due and payable forthwith
without the requirement of any such acceleration or request, and without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by the Borrower, any provision of this Agreement or any other
Loan Document to the contrary notwithstanding, and other amounts payable by the
Borrower hereunder shall also become immediately due and payable all without
notice of any kind.


 


Notwithstanding anything
to the contrary contained in this Agreement, upon the occurrence and during the
continuance of an Event of Default, (a) the Borrower irrevocably waives
the right to direct the application of any and all payments at any time or
times thereafter received by Agent from or on behalf of the Borrower, and the
Administrative Agent shall have the continuing and exclusive right to apply and
to reapply any and all payments received at any time or times after the
occurrence and during the continuance of an Event of Default.  Notwithstanding anything to the contrary
contained in this Agreement (including, without limitation, Article IV
hereof), all payments (including the proceeds of any Asset Disposition or other
sale of, or other realization upon, all or any part of the Collateral) received
after acceleration of the Obligations shall be applied:  first, to all fees, costs and expenses
incurred by or owing to the Administrative Agent and any Lender with respect to
this Agreement, the other Loan Documents or the Collateral; second, to
accrued and unpaid interest on the Obligations (including any interest which
but for the provisions of the Bankruptcy Code, would have accrued on such
amounts); third, to the principal amount of the Obligations outstanding
and to cash collateralize outstanding Letters of Credit (pro rata among all
such Obligations based upon the


 


132





















 


principal amount
thereof or the outstanding face amount of such Letters of Credit, as
applicable, and with respect to amounts applied to Term Loans, pro rata among
all remaining Scheduled Term Repayments thereof).  Any balance remaining shall be delivered to
the Borrower or to whomever may be lawfully entitled to receive such balance or
as a court of competent jurisdiction may direct.


 


Anything in this Section 10.1
to the contrary notwithstanding, the Administrative Agent shall, at the request
of the Required Lenders, rescind and annul any acceleration of the Loans by
written instrument filed with the Borrower; provided that at the time such
acceleration is so rescinded and annulled: 
(A) all past due interest and principal (other than principal due
solely as a result of such acceleration), if any, on the Loans and all other
sums payable under this Agreement and the other Loan Documents shall have been
duly paid, and (B) no other Event of Default shall have occurred and be
continuing which shall not have been waived in accordance with the provisions
of Section 12.1 hereof.  Upon
any such rescission and annulment, the Administrative Agent shall return to the
Borrower any cash collateral delivered pursuant to the preceding paragraph.


 


10.2                           Rights
Not Exclusive


 


The rights provided for
in this Agreement and the other Loan Documents are cumulative and are not
exclusive of any other rights, powers, privileges or remedies provided by law
or in equity, or under any other instrument, document or agreement now existing
or hereafter arising.


 


ARTICLE XI


 


THE
ADMINISTRATIVE AGENT


 


In this Article XI,
the Lenders agree among themselves as follows:


 


11.1                           Appointment


 


The Lenders hereby
appoint DB as the Administrative Agent (for purposes of this Article XI,
the term “Administrative Agent” shall, except for purposes of Section 11.9,
include DB in its capacity as the Collateral Agent pursuant to the Security
Documents) to act as specified herein and in the other Loan Documents.  Each Lender hereby irrevocably authorizes and
each holder of any Note by the acceptance of such Note shall be deemed to
irrevocably authorize the Administrative Agent to take such action on its behalf
under the provisions hereof, the other Loan Documents (including, without
limitation, to give notices and take such actions on behalf of the Required
Lenders as are consented to in writing by the Required Lenders or all Lenders,
as the case may be) and any other instruments, documents and agreements
referred to herein or therein and to exercise such powers hereunder and
thereunder as are specifically delegated to the Administrative Agent by the
terms hereof and thereof and such other powers as are reasonably incidental
thereto.  The Administrative Agent may
perform any of its duties hereunder and under the other Loan Documents, by or
through its officers, directors, agents, employees or affiliates.


 


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11.2                           Nature
of Duties


 


(a)                                  The
Administrative Agent shall not have any duties or responsibilities except those
expressly set forth in this Agreement. 
The duties of the Administrative Agent shall be mechanical and
administrative in nature.  EACH LENDER HEREBY ACKNOWLEDGES AND AGREES THAT, SUBJECT TO SECTION 11.2(b),
THE ADMINISTRATIVE AGENT SHALL NOT HAVE, BY REASON OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, A FIDUCIARY RELATIONSHIP TO OR IN RESPECT OF ANY LENDER.  Nothing in any of the Loan Documents,
expressed or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent any obligations in respect of any of the Loan
Documents except as expressly set forth herein or therein.  Each Lender shall make its own independent
investigation of the financial condition and affairs of the Borrower in
connection with the making and the continuance of the Loans hereunder and shall
make its own appraisal of the credit worthiness of the Borrower, and the
Administrative Agent shall not have any duty or responsibility, either initially
or on a continuing basis, to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before
making of the Loans or at any time or times thereafter.  Except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to
the Borrower or any of its Subsidiaries that is communicated to or obtained by
the financial institution serving as the Administrative Agent or any of its
Affiliates in any capacity.  The
Administrative Agent will promptly notify each Lender at any time that the
Required Lenders have instructed it to act or refrain from acting pursuant to Article X.


 


(b)                                 The
Administrative Agent hereby declares that it, including in its capacity as
Collateral Agent, holds and shall hold:


 


(i)                                     all
rights, title and interest that may now or hereafter be mortgaged, charged or
assigned or otherwise secured in favor of the Administrative Agent and/or the
Collateral Agent by or pursuant to the Loan Documents governed by English law
and all proceeds of enforcement of such security; and


 


(ii)                                  the
benefit of all representations, covenants, guarantees, indemnities and other
contractual provisions governed by English law given in favor of the
Administrative Agent and/or the Collateral Agent (other than any such benefits
given to the Administrative Agent and/or the Collateral Agent solely for its
own benefit), on trust (for which the perpetuity period shall be 80 years) for
itself and the other Lenders from time to time.


 


11.3                           Exculpation,
Rights Etc.


 


Neither the
Administrative Agent nor any of its officers, directors, agents, employees or
affiliates shall be liable to any Lender for any action taken or omitted by
them hereunder or under any of the other Loan Documents, or in connection
herewith or therewith, unless caused by its or their gross negligence or
willful misconduct.  The Administrative
Agent shall not be responsible to any Lender for any recitals, statements,
representations or warranties


 


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herein or for the
execution, effectiveness, genuineness, validity, enforceability,
collectibility, or sufficiency of any of the Loan Documents or any other
document or the financial condition of the Borrower.  The Administrative Agent shall not be
required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of this Agreement or any of the Loan
Documents or any other document or the financial condition of the Borrower, or
the existence or possible existence of any Unmatured Event of Default or Event
of Default unless requested to do so by the Required Lenders.  The Administrative Agent may at any time
request instructions from the Lenders with respect to any actions or approvals
(including the failure to act or approve) which by the terms of any of the Loan
Documents, the Administrative Agent is permitted or required to take or to
grant, and if such instructions are requested, the Administrative Agent shall
be absolutely entitled to refrain from taking any action or to withhold any
approval and shall not be under any liability whatsoever to any Person for
refraining from any action or withholding any approval under any of the Loan
Documents until it shall have received such instructions from the Required
Lenders.  Without limiting the foregoing,
no Lender shall have any right of action whatsoever against the Administrative
Agent as a result of the Administrative Agent acting, approving or refraining
from acting or approving under any of the Loan Documents in accordance with the
instructions of the Required Lenders or, to the extent required by Section 12.1,
all of the Lenders.


 


11.4                           Reliance


 


The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
notice, writing, resolution notice, statement, certificate, order or other
document or any telephone, telex, teletype, telecopier or electronic message reasonably
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person, and, with respect to all matters pertaining herein or to
any of the other Loan Documents and its duties hereunder or thereunder, upon
advice of counsel selected by the Administrative Agent.


 


11.5                           Indemnification


 


To the extent the
Administrative Agent is not reimbursed and indemnified by the Borrower, the
Lenders will reimburse and indemnify the Administrative Agent for and against
any and all liabilities, obligations, losses, damages, claims, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against the
Administrative Agent, acting pursuant hereto in such capacity, in any way
relating to or arising out of this Agreement or any of the other Loan Documents
or any action taken or omitted by the Administrative Agent under this Agreement
or any of the other Loan Documents, in proportion to each Lender’s
Aggregate  Pro Rata Share of the Total
Commitment; provided, however, that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, claims,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent’s gross negligence or willful misconduct.  The obligations of the Lenders under this Section 11.5
shall survive the payment in full of the Notes and the termination of this
Agreement.


 


For purposes of this Section 11.5,
“Aggregate Pro Rata Share” means, when used with reference to any Lender and
any described aggregate or total amount, an amount equal to the result obtained
by multiplying such desired aggregate or total amount by a fraction the


 


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numerator of which shall
be the aggregate principal amount of such Lender’s Loans and the denominator of
which shall be aggregate of all of the Loans outstanding hereunder.


 


11.6                           The
Administrative Agent In Its Individual Capacity


 


With respect to its Loans
and Commitments (and its Pro Rata Share of each Facility thereof), the
Administrative Agent shall have and may exercise the same rights and powers
hereunder and is subject to the same obligations and liabilities as and to the
extent set forth herein for any other Lender or holder of Obligations.  The terms “Lenders”, “holder of Obligations”
or “Required Lenders” or any similar terms shall, unless the context clearly
otherwise indicates, include the Administrative Agent in its individual
capacity as a Lender, one of the Required Lenders or a holder of
Obligations.  The Administrative Agent
may accept deposits from, lend money to, and generally engage in any kind of
banking, trust or other business with the Borrower or any Subsidiary or
affiliate of the Borrower as if it were not acting as the Administrative Agent
hereunder or under any other Loan Document, including, without limitation, the
acceptance of fees or other consideration for services without having to
account for the same to any of the Lenders.


 


11.7                           Notice
of Default


 


The Administrative Agent
shall not be deemed to have knowledge or notice of the occurrence of any Event
of Default or Unmatured Event of Default hereunder unless the Administrative
Agent has received written notice from a Lender or the Borrower referring to
this Agreement describing such Event of Default or Unmatured Event of Default
and stating that such notice is a “notice of default”.  In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give prompt notice
thereof to the Lenders.


 


11.8                           Holders
of Obligations


 


The Administrative Agent
may deem and treat the payee of any Obligation as reflected on the books and
records of the Administrative Agent as the owner thereof for all purposes
hereof unless and until a written notice of the assignment or transfer thereof
shall have been filed with the Administrative Agent pursuant to Section 12.8(c).
Any request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is the holder of any Obligation
shall be conclusive and binding on any subsequent holder, transferee or
assignee of such Obligation or of any Obligation or Obligations granted in
exchange therefor.


 


11.9                           Resignation
by the Administrative Agent


 


(a)                                  The
Administrative Agent may resign from the performance of all its functions and
duties hereunder at any time by giving fifteen (15) Business Days’ prior
written notice to the Borrower and the Lenders. 
Such resignation shall take effect upon the acceptance by a successor
Administrative Agent of appointment pursuant to clauses (b) and (c) below
or as otherwise provided below.


 


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(b)                                 Upon
any such notice of resignation, the Required Lenders shall appoint a successor
Administrative Agent who shall be satisfactory to the Borrower and shall be an
incorporated bank or trust company.


 


(c)                                  If
a successor Administrative Agent shall not have been so appointed within said
fifteen (15) Business Day period, the Administrative Agent, with the consent of
the Borrower, shall then appoint a successor 
who shall serve as the Administrative Agent until such time, if any, as
the Required Lenders, with the consent of the Borrower, appoint a successor the
Administrative Agent as provided above.


 


(d)                                 If
no successor Administrative Agent has been appointed pursuant to clause (b) or
(c) by the twentieth (20th) Business Day after the date such notice of
resignation was given by the Administrative Agent, the Administrative Agent’s
resignation shall become effective and the Required Lenders shall thereafter
perform all the duties of the Administrative Agent hereunder until such time,
if any, as the Required Lenders, with the consent of the Borrower, appoint a
successor Administrative Agent as provided above.


 


11.10                     Administrative
Agent or the Collateral Agent as UK Security Trustee 


 


(a)                                  In this Agreement, any rights and remedies
exercisable by, any documents to be delivered to, or any other indemnities or
obligations in favor of the Administrative Agent or the Collateral Agent shall
be, as the case may be, exercisable by, delivered to, or be indemnities or
other obligations in favor of, the Administrative Agent or the Collateral Agent
(or any other Person acting in such capacity) in its capacity as the UK
Security Trustee to the extent that the rights, deliveries, indemnities or
other obligations relate to the UK Security Documents or the security thereby
created.  Any obligations of the
Administrative Agent or the Collateral Agent (or any other Person acting in
such capacity) in this Agreement shall be obligations of the Administrative
Agent or the Collateral Agent in its capacity as UK Security Trustee to the
extent that the obligations relate to the UK Security Documents or the security
thereby created.  Additionally, in its
capacity as UK Security Trustee, the Administrative Agent or the Collateral
Agent (or any other Person acting in such capacity) shall have (i) all the
rights, remedies and benefits in favor of the Administrative Agent or the
Collateral Agent contained in the provisions of the whole of this Section 11;
(ii) all the powers of an absolute owner of the security constituted by
the UK Security Documents and (iii) all the rights, remedies and powers
granted to it and be subject to all the obligations and duties owed by it under
the UK Security Documents and/or any of the Loan Documents.


 


(b)                                 Each Lender, the Administrative Agent and the
Collateral Agent hereby appoint the UK Security Trustee to act as its trustee
under and in relation to the UK Security Documents and to hold the assets
subject to the security thereby created as trustee for itself and other Secured
Parties on the trusts and other terms contained in the UK Security Documents
and the Administrative Agent and each Secured Party hereby irrevocably
authorize the UK Security Trustee to exercise such rights, remedies, powers and
discretions as are specifically delegated to the UK Security Trustee by the
terms of the UK Security Documents together with all such rights, remedies,
powers and discretions as are reasonably incidental thereto.


 


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(c)           Any reference in this Agreement to
Liens stated to be in favor of the Administrative Agent or the Collateral Agent
shall be construed so as to include a reference to Liens granted in favor of
the UK Security Trustee.


 


(d)           The Lenders agree that at any time
that the UK Security Trustee shall be a Person other than the Administrative
Agent or the Collateral Agent, such other Person shall have the rights,
remedies, benefits and powers granted to the Administrative Agent or the
Collateral Agent in its capacity as the UK Security Trustee in this Agreement.


 


(e)           Nothing in this Section 11.10
shall require the UK Security Trustee to act as a trustee at common law or to
be holding any property on trust, in any jurisdiction outside the United States
or the United Kingdom which may not operate under principles of trust or where
such trust would not be recognized or its effects would not be enforceable.


 


11.11       The
Joint Lead Arrangers, Joint Book Runners, Co-Syndication Agents,
Co-Documentation Agents and Senior Managing Agents.  Notwithstanding any other provision of this
Agreement or any provision of any other Loan Document, each of the Joint Lead
Arrangers, Joint Book Runners, Co-Syndication Agents, Co-Documentation Agents
and Senior Managing Agents are named as such for recognition purposes only, and
in their respective capacities as such shall have no powers, duties,
responsibilities or liabilities with respect to this Agreement or the other
Loan Documents or the transactions contemplated hereby and thereby; it being
understood and agreed that the Joint Lead Arrangers, Joint Book Runners,
Co-Syndication Agents, Co-Documentation Agents and Senior Managing Agents shall
be entitled to all indemnification and reimbursement rights in favor of “Agents”
as provided for under Section 11.5. 
Without limitation of the foregoing, none of Joint Lead Arrangers, Joint
Book Runners, Co-Syndication Agents, Co-Documentation Agents and Senior
Managing Agents shall, solely by reason of this Agreement or any other Loan
Documents, have any fiduciary relationship in respect of any Lender or any
other Person.


 


ARTICLE XII


 


MISCELLANEOUS


 


12.1         No
Waiver; Modifications in Writing


 


(a)           Except
as expressly provided in this Agreement, no failure or delay on the part of the
Administrative Agent or any Lender in exercising any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy.  The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to the
Administrative Agent or any Lender at law or in equity or otherwise.  Neither this Agreement nor any terms hereof
may be amended, modified, supplemented, waived, discharged, terminated or
otherwise changed unless such amendment, modification, supplement, waiver,
discharge, termination or other change is in writing signed by the Borrower and
the Required Lenders; provided that no such amendment, modification,
supplement, waiver, discharge, termination or other change shall, without the
consent of each Lender (other than a Defaulting Lender) with Obligations
directly affected thereby in the case of


 


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the following clause (i), (i) extend the final
scheduled maturity of any Loan or Note (including, without limitation, by
amending or modifying the proviso contained in the definition of Revolver
Termination Date or Term B Loan Maturity Date), or extend the stated maturity
of any Letter of Credit beyond the Revolver Termination Date, or reduce the
rate or extend the time of payment of interest (except for waivers of Default
Rate interest) or fees thereon, or reduce or forgive the principal amount
thereof, (ii) release all or substantially all of the Collateral (except
as expressly provided in the Security Documents) or release any Guarantor
(other than (x) a Guarantor that is not a Material Subsidiary or (y) in
connection with a transaction permitted by Section 8.3), (iii) amend,
modify or waive any provision of this Section 12.1, (iv) reduce
the percentage specified in the definition of Required Lenders (it being
understood that, with the consent of the Required Lenders (or the Lenders
providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)),
the definition of “Required Lenders” shall include lenders with respect to
additional revolving loans or term loans pursuant to this Agreement so long as
such additional revolving loans or term loans are on substantially the same
basis as the Revolving Loans or Term Loans, as the case may be, are included on
the date hereof) or (v) consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement; provided,
further, that no such amendment, modification, supplement, waiver,
discharge, termination or other change shall (1) increase the Commitments
of any Lender over the amount thereof then in effect without the consent of
such Lender (it being understood that waivers or modifications of conditions
precedent, covenants, Events of Default or Unmatured Events of Default shall
not constitute an increase of the Commitment of any Lender, and that an
increase in the available portion of any Commitment of any Lender shall not
constitute an increase in the Commitment of such Lender), (2) without the
consent of the applicable Facing Agent, amend, modify or waive any provision of
Section 2.9 or alter such Facing Agent’s rights or obligations with
respect to Letters of Credit that it has issued or may be required to issue, (3) without
the consent of the Administrative Agent, amend, modify or waive any provision
of Article XI as same applies to the Administrative Agent or any
other provisions as same relates to the rights or obligations of the
Administrative Agent, (4) without the consent of the Administrative Agent,
amend, modify or waive any provisions relating to the rights or obligations of
the Administrative Agent under the other Loan Documents, (5) without the
consent of the Majority Lenders of each Facility, amend the definition of
Majority Lenders, (6) without the consent of the Majority Lenders of the
applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without
the consent of the Majority Lenders of each Facility which is being allocated a
lesser prepayment, repayment or commitment reduction, alter the required
application of any prepayments or repayments (or commitment reduction), as
between the various Facilities pursuant to Section 4.5(a) (although
the Required Lenders may waive in whole or in part, any such prepayment,
repayment (other than Scheduled Term Repayments) or commitment reduction so
long as the application, as amongst the various Facilities, of any such
prepayment, repayment or commitment reduction which is still required to be
made is not altered).


 


(b)           If,
in connection with any proposed change, waiver, discharge or termination to any
of the provisions of this Agreement as contemplated by clauses (i) through
(v), inclusive, of the first proviso to the third sentence of Section 12.1(a),
the consent of the Required Lenders is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then the
Borrower shall have the right, so long as all non-consenting Lenders whose
individual consent is required are treated as described in either clause (A) or
(B) below, to either (A) replace each such non-consenting Lender or
Lenders (or, at


 


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the option of the
Borrower if the respective Lender’s consent is required with respect to less
than all Loans, to replace only the respective Loans of the respective
non-consenting Lender which gave rise to the need to obtain such Lender’s
individual consent) with one or more Replacement Lenders pursuant to Section 3.7
so long as at the time of such replacement, each such Replacement Lender
consents to the proposed amendment, modification, supplement. waiver, discharge,
termination or other change or (B) terminate such non-consenting Lender’s
Revolving Commitment and repay all outstanding Loans of such Lender which gave
rise to the need to obtain such Lender’s consent, in accordance with Section 4.1(b) and
4.3; provided that, unless the Revolving Commitment terminated
and Loans repaid pursuant to the preceding clause (B) are immediately
replaced in full at such time through the addition of new Lenders or the
increase of the Commitments and/or outstanding Loans of existing Lenders (who
in each case must specifically consent thereto), then in the case of any action
pursuant to preceding clause (B), the specific consent of the Required Lenders
(determined before giving effect to the proposed action) thereto shall be required;
provided, further, that in any event the Borrower shall not have
the right to replace a Lender, terminate its Revolving Commitment or repay its
Loans solely as a result of the exercise of such Lender’s rights (and the
withholding of any required consent by such Lender) contemplated by the second
proviso to the third sentence of Section 12.1(a).


 


(c)           In
addition, notwithstanding the foregoing, this Agreement may be amended with the
written consent of Administrative Agent, Borrower and the Lenders providing the
relevant Replacement Term Loans (as defined below) to permit the refinancing or
modification of all outstanding Term Loans of any Facility (“Refinanced Term
Loans”) with one or more replacement or modified Term Facilities hereunder
(“Replacement Term Loans”), provided that (a) any Lender that does
not consent to the amendment and that holds Refinanced Term Loans receives
payment in full of the principal amount of and interest accrued on each
Refinanced Term Loan made by it or is replaced as provided in Section 3.7,
(b) the aggregate principal amount of such Replacement Term Loans shall
not exceed the aggregate principal amount of such Refinanced Term Loans unless
the Required Lenders (treating the Refinanced Loans of any Lender that does not
provide Replacement Term Loans as having been paid in full immediately prior to
the amendment) shall approve such increase, (c) the Applicable Margin for
Eurocurrency Loans and the Applicable Margin for Base Rate Loans for the
Replacement Term Loans shall not be higher than such applicable margins for the
relevant Term Facility of Refinanced Term Loans unless the Required Lenders
(treating the Refinanced Loans of any Lender that does not provide Replacement
Term Loans as having been paid in full immediately prior to the amendment)
shall approve such increase, (d) the Weighted Average Life to Maturity of
such Replacement Term Loans shall not be shorter than the Weighted Average Life
to Maturity of the Refinanced Term Loans at the time of such amendment and (e) all
other terms applicable to such Replacement Term Loans shall be substantially
identical to, or less favorable to the Lenders providing such Replacement Term
Loans than those applicable to such Refinanced Term Loans except to the extent
necessary to provide for covenants and other terms applicable to any period
after the latest final maturity of Term Loans in effect immediately prior to
such amendment unless the Required Lenders (treating the Refinanced Loans of
any Lender that does not provide Replacement Term Loans as having been paid in
full immediately prior to the amendment) shall approve such terms.


 


(d)           Notwithstanding
the foregoing, upon the execution and delivery of all documentation required by
Administrative Agent to be delivered pursuant to Section 2.1(a)(ii) in



 


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connection with an
Additional Term Loan, this Agreement shall be deemed amended without further
action by any Lender to reflect, as applicable, the new Lenders and the terms
of such Additional Term Loan.


 


12.2         Further
Assurances


 


The Borrower agrees to do
such further acts and things and to execute and deliver to the Administrative
Agent such additional assignments, agreements, powers and instruments, as the
Administrative Agent may reasonably require or deem advisable to carry into
effect the purposes of this Agreement or any of the Loan Documents or to better
assure and confirm unto the Administrative Agent its rights, powers and
remedies hereunder.


 


12.3         Notices,
Etc


 


(a)           Except
where oral or telephonic instructions or notices are authorized herein to be
given, all notices, demands, instructions and other communications required or
permitted to be given to or made upon any party hereto or any other Person
shall be in writing and shall be personally delivered or sent by registered or
certified mail, postage prepaid, return receipt requested, or by a reputable
overnight or courier delivery service, or by telecopier, and shall be deemed to
be given for purposes of this Agreement on the third day after deposit in
registered or certified mail, postage prepaid, and otherwise on the date that
such writing is delivered or sent to the intended recipient thereof, or in the
case of notice delivered by telecopy, upon completion of transmission with a copy
of such notice also being delivered under any of the other methods provided
above, all in accordance with the provisions of this Section 12.3.  Unless otherwise specified in a notice sent
or delivered in accordance with the foregoing provisions of this Section 12.3,
notices, demands, instructions and other communications in writing shall be
given to or made upon the respective parties hereto at their respective
addresses (or to their respective telecopier numbers) indicated (i) in the
case of any Lender, in such Lender’s latest administrative questionnaire
submitted to the Administrative Agent, (ii) in the case of any Assignee,
in the applicable Assignment and Assumption Agreement or (iii) in the case
of any other party hereto, on Schedule 12.3, and, in the case of
telephonic instructions or notices, by calling the telephone number or numbers
indicated for such party on such administrative questionnaire, such Assignment
and Assumption Agreement or Schedule 12.3, as the case may be.


 


(b)           Notices
and other communications to or by the Administrative Agent, the UK Security
Trustee and the Lenders hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices pursuant to Article II unless otherwise agreed
by the Administrative Agent (or, as the case may be, the UK Security Trustee)
and the applicable Lender.  The
Administrative Agent, UK Security Trustee or Borrower may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of
such procedures may be limited to particular notices or communications.


 


(c)           Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s


 


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receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice
or other communication is sent after 5:00 p.m. (New York City time), such
notice or communication shall be deemed to have been sent at the opening of
business on the next Business Day for the recipient, and (ii) notices or
communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.


 


12.4         Costs,
Expenses and Taxes


 


(a)           Generally.  The Borrower agrees (without duplication) to
pay all reasonable costs and expenses of the Administrative Agent in connection
with the negotiation, preparation, printing, typing, reproduction, execution
and delivery of this Agreement and the other Loan Documents and the documents
and instruments referred to herein and therein and any amendment, waiver,
consent relating hereto or thereto or other modifications of (or supplements
to) any of the foregoing and any and all other documents and instruments
furnished pursuant hereto or thereto or in connection herewith or therewith,
including without limitation, the reasonable fees and out-of-pocket expenses of
Winston & Strawn LLP, special counsel to the Administrative Agent and
the UK Security Trustee, and any local counsel retained by the Administrative
Agent relative thereto or the reasonable allocated costs of staff counsel as
well as the fees and out-of-pocket expenses of counsel, independent public
accountants and other outside experts retained by the Administrative Agent or
the UK Security Trustee in connection with the administration of this Agreement
and the other Loan Documents, and all search fees, appraisal fees and expenses,
title insurance policy fees, costs and expenses and filing and recording fees
and all costs and expenses (including, without limitation, Attorney Costs), if
any, of the Administrative Agent, the UK Security Trustee and the Lenders in
connection with the enforcement of this Agreement, any of the Loan Documents or
any other agreement furnished pursuant hereto or thereto or in connection
herewith or therewith.  In addition, the
Borrower shall pay any and all present and future stamp, documentary transfer,
excise, property, and other similar taxes payable or determined to be payable
in connection with the execution, delivery or enforcement of this Agreement,
any Loan Document, or otherwise with respect to or in connection with any Loan
Document, or the making of any Loan (other than taxes based on the net income
of the Lenders), and agrees to save and hold the Administrative Agent, the UK
Security Trustee and each Lender harmless from and against any and all
liabilities with respect to or resulting from any delay by the Borrower in
paying, or omission by the Borrower to pay, such taxes.  Any portion of the foregoing fees,  costs and expenses which remains unpaid more
than thirty (30) days following the Administrative Agent’s, the UK Security
Trustee’s, any Agents’ or any Lender’s statement and request for payment
thereof shall bear interest from the date that the Borrower receives such
statement and request to the date of payment, for the first 10 days at the Base
Rate, and thereafter at the Default Rate. 
Subject to Section 4.7, the Borrower will indemnify and hold
harmless the Administrative Agent, the UK Security Trustee, each Agent and each
Lender and each director, officer, employee, partner, advisor, agent, attorney,
trustee and Affiliate of the Administrative Agent, the UK Security Trustee,
each Agent and each Lender (each such Person an “Indemnified Party”)
from and against all losses, claims, damages, penalties, obligations (including
removal or remedial actions), expenses or liabilities which arise out of, in
any way relate to, or result from the transactions contemplated by this Agreement
or


 


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any of the other Loan Documents and to reimburse each
Indemnified Party upon their demand, for any Attorney Costs incurred in
connection with investigating, preparing to defend or defending any such loss,
claim, damage, liability, action or claim; provided, however, (a) that
no Indemnified Party shall have the right to be so indemnified hereunder for
any loss, claim, damage, penalties, obligations, expense or liability to the
extent it arises or results from the gross negligence or willful misconduct or
bad faith of such Indemnified Party as finally determined by a court of
competent jurisdiction and (b) that nothing contained herein shall affect
the obligations and liabilities of the Lenders to the Borrower contained
herein.  If any action, suit or
proceeding arising from any of the foregoing is brought against the
Administrative Agent, the UK Security Trustee, any Agent, any Lender or any
other Indemnified Party, the Borrower will, if requested by the Administrative
Agent, the UK Security Trustee, any Agent, any Lender or any such Indemnified
Party, resist and defend such action, suit or proceeding or cause the same to
be resisted and defended by counsel reasonably satisfactory to the Person or Persons
indemnified or intended to be indemnified. 
Each Indemnified Party shall, unless the Administrative Agent, the UK
Security Trustee, an Agent, a Lender or other Indemnified Party has made the
request described in the preceding sentence and such request has been complied
with, have the right to employ its own counsel (or (but not as well as) staff
counsel) to investigate and control the defense of any matter covered by such
indemnity and the reasonable fees and expenses of such counsel shall be at the
expense of the indemnifying party. 
Excluding any liability to the extent arising out of the gross
negligence, willful misconduct or bad faith of any Indemnified Party as finally
determined by a court of competent jurisdiction, the Borrower further agrees to
indemnify and hold each Indemnified Party harmless from all loss, cost
(including Attorney Costs), liability and damage whatsoever incurred by any
Indemnified Party by reason of any violation of any Environmental Laws or
Environmental Permits or for the Release or threatened Release of any
Contaminants into the environment for which the Borrower or any of its
Subsidiaries has any liability or which occurs upon the Mortgaged Property or
which is related to any property currently or formerly owned, leased or operated
by or on behalf of the Borrower or any of its Subsidiaries, or by reason of the
imposition of any Environmental Lien in respect of the Borrower or its
Subsidiaries or which occurs by a breach of any of the representations,
warranties or covenants relating to environmental matters contained herein,
provided that, with respect to any liabilities arising from acts or failure to
act for which the Borrower or any of its Subsidiaries is strictly liable under
any Environmental Law or Environmental Permit, the Borrower’s obligation to
each Indemnified Party under this indemnity shall likewise be without regard to
fault on the part of the Borrower or any such Subsidiary.  If the Borrower shall fail to do any act or
thing which it has covenanted to do hereunder or any representation or warranty
on the part of the Borrower or any Subsidiary contained herein or in any other
Loan Document shall be breached, the Administrative Agent may (but shall not be
obligated to) do the same or cause it to be done or remedy any such breach, and
may expend its funds for such purpose, and will use its best efforts to give
prompt written notice to the Borrower that it proposes to take such
action.  Any and all amounts so expended
by the Administrative Agent shall be repaid to it by the Borrower promptly upon
the Administrative Agent’s demand therefor, with interest at the Default Rate
in effect from time to time during the period including the date so expended by
the Administrative Agent to the date of repayment.  To the extent that the undertaking to
indemnify, pay or hold harmless the Administrative Agent, the UK Security
Trustee or any Lender as set forth in this Section 12.4 may be
unenforceable because it is violative of any law or public policy, the Borrower
shall make the maximum contribution to the payment and satisfaction of


 


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each of the indemnified
liabilities which is permissible under applicable law.   The obligations of the Borrower under this Section 12.4
shall survive the termination of this Agreement, the assignment by any Lender
of all or any part of its Credit Exposure hereunder and the discharge of the
Borrower’s other Obligations hereunder.  Except as specifically provided for
in this Agreement, no party hereto shall be entitled to recover from any other
party hereto any amount in respect of exemplary, punitive, special, indirect,
remote, or speculative damages, including lost profits.


 


(b)           Foreign
Exchange Indemnity.  If any sum due
from the Borrower under this Agreement or any order or judgment given or made
in relation hereto has to be converted from the currency (the “first
currency”) in which the same is payable hereunder or under such order or
judgment into another currency (the “second currency”) for the purpose
of (i) making or filing a claim or proof against the Borrower with any
Governmental Authority or in any court or tribunal, or (ii) enforcing any
order or judgment given or made in relation hereto, the Borrower shall
indemnify and hold harmless each of the Persons to whom such sum is due from
and against any loss actually suffered as a result of any discrepancy between (a) the
rate of exchange used to convert the amount in question from the first currency
into the second currency, and (b) the rate or rates of exchange at which
such Person, acting in good faith in a commercially reasonable manner,
purchased the first currency with the second currency after receipt of a sum
paid to it in the second currency in satisfaction, in whole or in part, of any
such order, judgment, claim or proof. 
The foregoing indemnity shall constitute a separate obligation of the
Borrower distinct from its other obligations hereunder and shall survive the
giving or making of any judgment or order in relation to all or any of such
other obligations.  Notwithstanding the
foregoing, payments of principal and interest on Loans denominated in Euros,
Sterling or an Alternative Currency, as the case may be, shall be made in
Euros, Sterling or such Alternative Currency, as the case may be.


 


12.5         Confirmations


 


Each of the Borrower and
each holder of any portion of the Obligations agrees from time to time, upon
written request received by it from the other, to confirm to the other in
writing (with a copy of each such confirmation to the Administrative Agent) the
aggregate unpaid principal amount of the Loan or Loans and other Obligations
then outstanding.


 


12.6         Adjustment;
Setoff


 


(a)           If
any lender (a “Benefited Lender”) shall at any time receive any payment
of all or part of its Loans, or interest thereon, or receive any collateral in
respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to
events or proceedings of the nature referred to in Section 10.1(e) or
Section 10.1(f) hereof, or otherwise) in a greater proportion
than any such payment to and collateral received by any other Lender in respect
of such other Lender’s Loans or interest thereon not expressly provided hereby,
such Benefited Lender shall purchase for cash from the other Lenders such
portion of each such other Lender’s Loans, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such Benefited Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each Lender except to the
extent expressly provided hereby; provided, however, that if all
or any portion of such excess payment or benefits is thereafter


 


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recovered from such Benefited Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest unless the Benefited Lender from which
such excess payment is recovered is required by court order to pay interest
thereon, in which case each Lender returning funds to such Benefited Lender
shall pay its pro rata share of such interest. 
The Borrower agrees that each Lender so purchasing a portion of another
Lender’s Loans may exercise all rights of payment (including, without limitation,
rights of setoff) with respect to such portion as fully as if such Lender were
the direct holder of such portion.


 


(b)           In
addition to any rights and remedies of the Lenders provided by law, each Lender
shall have the right, without prior notice to the Borrower, any such notice
being expressly waived by the Borrower, upon the occurrence and during the
continuance of an Event of Default, to setoff and apply against any
Obligations, whether matured or unmatured, of the Borrower to such Lender, any amount
owing from such Lender to the Borrower, at or at any time after, the happening
of any of the above-mentioned events, and the aforesaid right of setoff may be
exercised by such Lender against the Borrower or against any trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
receivers, or execution, judgment or attachment creditor of the Borrower, or
against anyone else claiming through or against, the Borrower or such trustee
in bankruptcy, debtor in possession, assignee for the benefit of creditors,
receivers, or execution, judgment or attachment creditor, notwithstanding the
fact that such right of setoff shall not have been exercised by such Lender
prior to the making, filing or issuance, or service upon such Lender of, or of
notice of, any such petition, assignment for the benefit of creditors,
appointment or application for the appointment of a receiver, or issuance of
execution, subpoena, order or warrant. 
Each Lender agrees promptly to notify the Borrower and the Administrative
Agent after any such setoff and application made by such Lender, provided that
the failure to give such notice shall not affect the validity of such setoff
and application.


 


(c)           The
Borrower expressly agrees that to the extent the Borrower makes a payment or
payments and such payment or payments, or any part thereof, are subsequently
invalidated, declared to be fraudulent or preferential, set aside or are
required to be repaid to a trustee, receiver, or any other party under any
bankruptcy act, state or federal law, common law or equitable cause, then to
the extent of such payment or repayment, the Indebtedness to the Lenders or
part thereof intended to be satisfied shall be revived and continued in full
force and effect as if said payment or payments had not been made.


 


12.7         Execution
in Counterparts


 


(a)           This
Agreement may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same
Agreement.  Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.


 


(b)           Electronic
Execution of Assignments.  The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be


 


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of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic Transactions Act.


 


12.8         Binding
Effect; Assignment; Addition and Substitution of Lenders


 


(a)           This
Agreement shall be binding upon, and inure to the benefit of, the Borrower, the
Administrative Agent, the Lenders, all future holders of the Notes and their respective
successors and assigns; provided, however, that the Borrower may
not assign its rights or obligations hereunder or in connection herewith or any
interest herein (voluntarily, by operation of law or otherwise) without the
prior written consent of the Administrative Agent and all of the Lenders.


 


(b)           Each Lender may at any time sell to
one or more banks or other entities (“Participants”) participating
interests in all or any portion of its Commitment and Loans or participation in
Letters of Credit or any other interest of such Lender hereunder (in respect of
any Lender, its “Credit Exposure”). 
In the event of any such sale by a Lender of participating interests to
a Participant, such Lender’s obligations under this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance
thereof, and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement.  At
the time of the sale of a participating interest, the Lender transferring the
interest (i) shall cause the Participant to provide the forms required
under Section 4.7(d) as if such Participant became a Lender on
the date of the sale and (ii) shall, if required under applicable law,
deliver revised forms in accordance Section 4.7(d) reflecting
the portion of the interest sold and the portion of the interest retained.  Further, the Participant shall be subject to
the obligations of Section 3.6 and Section 4.7 as if
such Participant was a Lender.  The
Borrower agrees that if amounts outstanding under this Agreement or any of the
Loan Documents are due or unpaid, or shall have been declared or shall have
become due and payable upon the occurrence and during the continuance of an
Event of Default, each Participant shall be deemed to have the right of setoff
in respect of its participating interest in amounts owing under this Agreement
and the Loan Documents to the same extent as if the amount of its participating
interest were owing directly to it as a Lender under this Agreement or any
other Loan Document; provided, however, that such right of setoff
shall be subject to the obligation of such Participant to share with the
Lenders, and the Lenders agree to share with such Participant, as provided in Section 12.6.  The Borrower also agrees that each
Participant shall be entitled to the benefits of Section 3.6 and Section 4.7
with respect to its participation in the Loans outstanding from time to time,
as if such Participant becomes a Lender on the date it acquired an interest
pursuant to this Section 12.8(b); provided that, no
participation shall be made to any Person under this section if, at the
time of such participation, the Participant’s benefits under Section 3.6
or Section 4.7 would be greater than the benefits that the
participating Lender was entitled to under Section 3.6 or Section 4.7
(and if any participation is made in violation of the foregoing, the
Participant will not be entitled to the incremental amounts).  Each Lender agrees that any agreement between
such Lender and any such Participant in respect of such participating interest
shall not restrict such Lender’s right to approve or agree to any amendment,
restatement, supplement or other modification to, waiver of,


 


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or consent under,
this Agreement or any of the Loan Documents except to the extent that any of
the foregoing would (i) extend the final scheduled maturity of any Loan or
Note in which such Participant is participating (it being understood that
amending the definition of any Scheduled Term B Dollar Repayments or Scheduled
Term B Euro Repayments (other than the Term B Loan Maturity Date), shall not
constitute an extension of the final scheduled maturity of any Loan or Note) or
extend the stated maturity of any Letter of Credit in which such Participant is
participating beyond the Revolver Termination Date, or reduce the rate or
extend the time of payment of interest or fees on any such Loan, Note or Letter
of Credit (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount
thereof, or increase the amount of the Participant’s participation over the
amount thereof then in effect (it being understood that waivers or
modifications of conditions precedent, covenants, representations, warranties,
Events of Default or Unmatured Events of Default or of a mandatory reduction in
Commitments shall not constitute a change in the terms of such participation,
and that an increase in any Commitment or Loan shall be permitted without the
consent of any Participant if the Participant’s participation is not increased
as a result thereof), (ii) consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement or (iii) release
all or substantially all of the Collateral under all of the Security Documents
(except as expressly provided in the Loan Documents) supporting the Loans
and/or Letters of Credit hereunder in which such Participant is participating.


 


(c)           Any Lender may at any time assign
to one or more Eligible Assignees, including an Affiliate thereof (each an “Assignee”),
all or any part of its Credit Exposure pursuant to an Assignment and Assumption
Agreement, provided that any assignment of all or any portion of any
Lender’s Credit Exposure to an Assignee other than an Affiliate of such Lender
or another Lender, or in the case of a Lender that is a Fund, any Related Fund
of any Lender (i) shall be an assignment of its Credit Exposure in an
amount not less than the Dollar Equivalent of $1,000,000 (treating any Fund and
its Related Funds as a single Eligible Assignee) (or if less the entire amount
of Lender’s Credit Exposure with respect to such Facility, provided,
that, if such Lender and its Affiliates (or in the case of a Fund and its
Related Funds) collectively hold Credit Exposure at least equal to such minimum
amounts, any one or more of such Affiliates and/or Related Funds must simultaneously
assign Credit Exposure such that the aggregate Credit Exposure assigned
satisfies such minimum amount) and (ii) shall require the prior written
consent of the Administrative Agent (not to be unreasonably withheld) and,
other than with respect to assignments by the Joint Lead Arrangers, and their
Affiliates during the primary syndication of this Agreement, provided no Event
of Default then exists and is continuing, the Borrower (the consent of the
Borrower not to be unreasonably withheld or delayed), and; provided, further,
that notwithstanding the foregoing limitations, any Lender may at any time
assign all or any part of its Credit Exposure to any Affiliate of such Lender
or to any other Lender (or in the case of a Lender which is a Fund, to any Related
Fund of such Lender).  Upon execution of
an Assignment and Assumption Agreement and the payment of a nonrefundable
assignment fee of $3,500 (provided that no such fee shall be payable upon
assignments by any Lender which is a Fund to one or more Related Funds and only
one such fee shall be payable for contemporaneous assignments by a Lender to
Related Funds) in immediately available funds to the Administrative Agent at
its Payment Office in connection with each such assignment, written notice
thereof by such transferor Lender to the Administrative Agent and the recording
by the Administrative Agent of such assignment and the resulting effect upon
the Loans, Revolving Commitment of the assigning Lender and the Assignee, the
Assignee shall


 


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have, to the
extent of such assignment, the same rights, benefits and obligations as it
would have if it were a Lender hereunder and the holder of the Obligations
(provided that the Borrower and the Administrative Agent shall be entitled to
continue to deal solely and directly with the assignor Lender in connection
with the interests so assigned to the Assignee until written notice of such
assignment, together with payment instructions, addresses and related information
with respect to the Assignee, shall have been given to the Borrower and the
Administrative Agent by the assignor Lender and the Assignee) and, if the
Assignee has expressly assumed, for the benefit of the Borrower, some or all of
the transferor Lender’s obligations hereunder, such transferor Lender shall be
relieved of its obligations hereunder to the extent of such assignment and
assumption, and except as described above, no further consent or action by the
Borrower, the Lenders, or the Administrative Agent shall be required.  At the time of each assignment pursuant to
this Section 12.8(c) to a Person which is not already a Lender
hereunder, the respective Assignee shall provide to the Borrower and the
Administrative Agent the appropriate forms and certificates as provided in Section 4.7(d),
if applicable.  Each Assignee shall take
such Credit Exposure subject to the provisions of this Agreement and to any
request made, waiver or consent given or other action taken hereunder, prior to
the receipt by the Administrative Agent and the Borrower of written notice of
such transfer, by each previous holder of such Credit Exposure.  Such Assignment and Assumption Agreement
shall be deemed to amend this Agreement and Schedule 1.1(a) hereto,
to the extent, and only to the extent, necessary to reflect the addition of
such Assignee as a Lender and the resulting adjustment of all or a portion of
the rights and obligations of such transferor Lender under this Agreement, the
Maximum Commitment, the determination of its Pro Rata Share (rounded to twelve
decimal places), the Loans, any outstanding Letters of Credit and any new
Notes, if requested, to be issued, at the Borrower’s expense, to such Assignee,
and no further consent or action by the Borrower or the Lenders shall be
required to effect such amendments.


 


(d)           The Borrower authorizes each Lender
to disclose to any Participant or Assignee (each, a “Transferee”) and
any prospective Transferee any and all financial information in such Lender’s
possession concerning the Borrower and any Subsidiary of the Borrower which has
been delivered to such Lender by the Borrower pursuant to this Agreement or
which has been delivered to such Lender by the Borrower in connection with such
Lender’s credit evaluation of the Borrower prior to entering into this
Agreement, provided that, such Transferee or prospective Transferee
agrees to treat any such information which is not public as confidential in
accordance with the terms of Section 12.14 hereof.


 


(e)           Notwithstanding any other provision
set forth in this Agreement, any Lender may at any time pledge or assign all or
any portion of its rights under this Agreement and the other Loan Documents
(including, without limitation, the Notes held by it) to any Federal Reserve
Bank in accordance with Regulation A of the Federal Reserve Board without
notice to, or the consent of, the Borrower, provided that, no such
pledge or assignment of a security interest under this Section 12.8(e) shall
release a Lender from any obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto. 
Any Lender which is a fund may pledge all or any portion of its Notes or
Loans to its trustee or its security holders in support of its obligations to
its trustee.  No such pledge or assignment
shall release the transferor Lender from its obligations hereunder.


 


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(f)            In the event that the holder of any
Note (including any Lender) shall transfer such Note, it shall immediately
advise Administrative Agent and Borrower of such transfer, and Administrative
Agent and Borrower shall be entitled conclusively to assume that no transfer of
any Note has been made by any holder (including any Lender) unless and until
Administrative Agent and Borrower shall have received written notice to the
contrary.  Except as otherwise provided
in this Agreement or as otherwise expressly agreed in writing by all of the
other parties hereto, no Lender shall, by reason of the transfer of a Note or
otherwise, be relieved of any of its obligations hereunder.  Each transferee of any Note shall take such
Note subject to the provisions of this Agreement and to any request made,
waiver or consent given or other action taken hereunder, prior to the receipt
by Administrative Agent and Borrower of written notice of such transfer, by
each previous holder of such Note, and, except as expressly otherwise provided
in such transfer, Administrative Agent and Borrower shall be entitled
conclusively to assume that the transferee named in such notice shall hereafter
be vested with all rights and powers under this Agreement with respect to the
Pro Rata Share of the Loans of the Lender named as the payee of the Note which
is the subject of such transfer.


 


12.9         CONSENT TO
JURISDICTION; MUTUAL WAIVER OF JURY TRIAL


 


(A)          EACH PARTY HERETO
HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY UNITED
STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT TO SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH UNITED STATES
FEDERAL OR NEW YORK STATE COURT AND THE BORROWER, THE ADMINISTRATIVE AGENT, THE
UK SECURITY TRUSTEE AND EACH LENDER IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS WHICH ANY OF THEM MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE
JURISDICTIONS.


 


(B)          AS A METHOD OF
SERVICE, THE BORROWER, THE ADMINISTRATIVE AGENT, THE UK SECURITY TRUSTEE AND
EACH LENDER IRREVOCABLY CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN ANY
SUCH ACTION OR PROCEEDING, BROUGHT IN ANY SUCH UNITED STATES FEDERAL OR NEW
YORK STATE COURT BY THE DELIVERY OF COPIES OF SUCH PROCESS TO THE BORROWER, THE
ADMINISTRATIVE AGENT, THE UK SECURITY TRUSTEE OR EACH RESPECTIVE LENDER, AS THE
CASE MAY BE, AT THE ADDRESSES SPECIFIED ON THEIR RESPECTIVE SIGNATURE
PAGES TO THIS AGREEMENT OR BY CERTIFIED MAIL DIRECT TO SUCH RESPECTIVE
ADDRESSES.


 


(C)          EACH PARTY HERETO
HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER OR REMEDY UNDER OR IN
CONNECTION


 


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WITH THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT.  THE TERMS AND THE PROVISIONS
OF THIS SECTION CONSTITUTE A MATERIAL INDUCEMENT TO LENDERS ENTERING INTO
THIS AGREEMENT.


 


12.10       GOVERNING LAW


 


THIS AGREEMENT AND EACH NOTE SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL
PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS
OF SAID STATE.


 


12.11       Severability of Provisions


 


Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.


 


12.12       Headings


 


The Table of Contents and Article and Section headings
used in this Agreement are for convenience of reference only and shall not
affect the construction of this Agreement.


 


12.13       Termination of Agreement


 


This Agreement shall terminate when the Commitment of each Lender
has terminated and all outstanding Obligations and Loans have been paid in full
and all Letters of Credit have expired or been terminated; provided, however,
that the rights and remedies of the Administrative Agent and each Lender with
respect to any representation and warranty made by the Borrower pursuant to
this Agreement or any other Loan Document, and the indemnification provisions
contained in this Agreement and any other Loan Document, shall be continuing
and shall survive any termination of this Agreement or any other Loan Document.


 


12.14       Confidentiality


 


Each of the Lenders severally agrees to keep confidential all
non-public information pertaining to the Borrower and its Subsidiaries and
their respective predecessors in interest which is provided to it by any such
parties in accordance with such Lender’s customary procedures for handling
confidential information of this nature and in a prudent fashion, and shall not
disclose such information to any Person except (i) to the extent such
information is public when received by such Lender or becomes public thereafter
due to the act or omission of any party other than a Lender, (ii) to the extent
such information is independently obtained from a source other than the
Borrower or its Subsidiaries and such information from such source is not, to
such Lender’s knowledge, subject to an obligation of confidentiality or, if
such information is subject to an obligation of confidentiality, that
disclosure of such information is permitted, (iii) to an Affiliate of such
Lender (or its investment advisor), counsel, auditors, ratings agencies,
examiners of any regulatory authority having or asserting jurisdiction over
such Lender, accountants and other consultants retained by the Administrative
Agent or any Lender or


 


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to any Affiliate of a Lender which is a direct or indirect
contractual counterparty in swap agreements with the Borrower or a Subsidiary
of the Borrower or such contractual counterparty’s professional advisor (so
long as such contractual counterparty or professional advisor to such
contractual counterparty agrees to be bound by the provisions of this Section 12.16)
or to the National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires access to
information about a Lender’s investment portfolio in connection with rating issued
with respect to such Lender, (iv) in connection with any litigation or the
enforcement of the rights of any Lender or the Administrative Agent under this
Agreement or any other Loan Document, (v) to the extent (x) required by
any applicable statute, rule or regulation or court order (including,
without limitation, by way of subpoena) or pursuant to the request of any
Governmental Authority having or asserting jurisdiction over any Lender or the
Administrative Agent or any of their respective affiliates; provided, however,
that in such event, if the Lender(s) are not legally prohibited from doing so,
the Lender shall provide the Borrower with prompt notice of such requested
disclosure so that the Borrower may seek a protective order or other appropriate
remedy, and, in any event, the Lenders will endeavor in good faith to provide
only that portion of such information which, in the reasonable judgment of the
Lender(s), is relevant and legally required to be provided (y) requested by any
nationally recognized rating agency that requires access to information about a
Lender’s investment portfolio in connection with rating issued with respect to
such Lender or (z) requested by any pledge referred to in Section 12.8(e) or
a direct or indirect contractual counterparty in swap agreements with a Lender
or a Person that such Lender is a direct or indirect counterparty in a swap
agreement or such contractual counterparty’s professional advisor (so long as
such pledgee or contractual counterparty or professional advisor to such
contractual counterparty agrees to be bound by the provisions of this Section 12.14)
or (vi) to the extent disclosure to other entities is appropriate in
connection with any proposed or actual assignment or grant of a participation
by any of the Lenders of interests in this Agreement and/or any of the other
Loan Documents to such other entities (who will in turn be required to maintain
confidentiality as if they were Lenders parties to this Agreement).  In no event shall the Administrative Agent or
any Lender be obligated or required to return any such information or other
materials furnished by the Borrower.


 


12.15       Concerning the Collateral and the
Loan Documents


 


(a)           Authority. 
Each Lender authorizes and directs DB to act as Collateral Agent under
the Collateral Security Agreement and or UK Security Trustee under the UK
Security Documents and to enter into the Loan Documents relating to the
Collateral (including, without limitation, the Collateral Security Agreement)
for the benefit of the Lenders and the other Secured Parties.  Each Lender agrees that any action taken by
the Administrative Agent or the Required Lenders (or, where required by the
express terms hereof, a different proportion of the Lenders) in accordance with
the provisions hereof or of the other Loan Documents, and the exercise by the
Administrative Agent, the Collateral Agent, the UK Security Trustee or the
Required Lenders (or, where so required, such different proportion) of the
powers set forth herein or therein, together with such other powers as are
reasonably incidental thereto, shall be authorized and binding upon all of the
Lenders. Without limiting the generality of the foregoing, the Administrative
Agent or the Collateral Agent, as the case may be, shall have the sole and
exclusive right and authority to (i) act as the disbursing and collecting
agent for the Lenders with respect to all payments and collections arising in
connection herewith and with the Loan


 


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Documents relating
to the Collateral; (ii) execute and deliver each Loan Document relating to
the Collateral and accept delivery of each such agreement delivered by the
Borrower or any of its Subsidiaries, (iii) act as Collateral Agent for the
Lenders and certain other Secured Parties for purposes stated in the Security
Documents to the extent such perfection is required under the Loan Documents, provided,
however, the Collateral Agent hereby appoints, authorizes and directs
each Lender to act as collateral sub-agent for the Collateral Agent and the
Lenders for purposes of the perfection of all security interests and Liens with
respect to the Borrower’s and its Subsidiaries’ respective deposit accounts
maintained with, and cash and Cash Equivalents held by, such Lender; (iv) manage,
supervise and otherwise deal with the Collateral; (v) take such action as
is necessary or desirable to maintain the perfection and priority of the
security interests and liens created or purported to be created by the Loan
Documents, and (vi) except as may be otherwise specifically restricted by
the terms hereof or of any other Loan Document, exercise all remedies given to
the Administrative Agent or the Lenders with respect to the Collateral under
the Loan Documents relating thereto, applicable law or otherwise.


 


(b)           Release of Collateral.


 


(i)           The Administrative Agent and the
Lenders hereby direct the Administrative Agent, the Collateral Agent or the UK
Security Trustee, as the case may be, to release, in accordance with the terms
hereof, any Lien held by the Administrative Agent, the Collateral Agent or the
UK Security Trustee, as the case may be, for the benefit of the Secured Parties
(and in the case of a sale of all of the assets or Capital Stock of a
Subsidiary under clause (B) below, to release the affected Subsidiary from
its guaranty):


 


(A)          against all of the Collateral, upon final and indefeasible payment
in full of the Loans and Obligations and termination hereof;


 


(B)           against any part of the Collateral sold, transferred or disposed
of by the Borrower or any of its Subsidiaries to the extent such sale, transfer
or disposition is permitted hereby (or permitted pursuant to a waiver or
consent of a transaction otherwise prohibited hereby);


 


(C)           against any Collateral acquired by the Borrower or any of its
Subsidiaries after the Closing Date and at least 70% of the purchase price
therefor is within 120 days of the acquisition thereof financed with
Indebtedness secured by a Lien permitted by Section 8.1(c);


 


(D)          so long as no Default or Event of Default has occurred and is
continuing, in the sole discretion of the Administrative Agent upon the request
of the Borrower, against any part of the Collateral with a fair market value of
less than $10,000,000 in the aggregate during the term of this Agreement as
such fair market value may be certified to the Administrative Agent, the
Collateral Agent and the UK Security Trustee by the Borrower in an officer’s
certificate acceptable in form and substance to the Administrative Agent, the
Collateral Agent and the UK Security Trustee;


 


152





















 


(E)           against a part of the Collateral which release does not require
the consent of all of the Lenders as set forth in Section 12.1(a)(ii),
if such release is consented to by the Required Lenders; and


 


(F)           against the Collateral consisting of Receivables Facility Assets
upon the entry by the Borrower and/or its Subsidiaries into a Permitted Account
Receivable Securitization and compliance by the Borrower with the provisions of
Section 4.4(f) hereof; provided, however, that (y) neither the
Administrative Agent nor the Collateral Agent nor the UK Security Trustee shall
be required to execute any such document on terms which, in its opinion, would
expose it to liability or create any obligation or entail any consequence other
than the release of such Liens without recourse or warranty, and (z) such
release shall not in any manner discharge, affect or impair the Obligations or
any Liens upon (or obligations of the Borrower or any of its Subsidiaries in
respect of) all interests retained by the Borrower and/or any of its
Subsidiaries, including (without limitation) the proceeds of any sale, all of
which shall continue to constitute part of the Collateral.


 


(ii)          Each of the Lenders hereby directs
the Administrative Agent to (or to cause the Administrative Agent to) execute
and deliver or file such termination and partial release statements and such
other things as are necessary to release Liens to be released pursuant to this Section 12.15
promptly upon the effectiveness of any such release or enter into intercreditor
agreements contemplated or permitted herein.


 


(c)           No Obligation. 
Neither the Administrative Agent nor the Collateral Agent nor the UK
Security Trustee shall have any obligation whatsoever to any Lender or to any
other Person to assure that the Collateral exists or is owned by the Borrower
or any of its Subsidiaries or is cared for, protected or insured or has been
encumbered or that the Liens granted to the Administrative Agent, the
Collateral Agent or the UK Security Trustee herein or pursuant to the Loan
Documents have been properly or sufficiently or lawfully created, perfected,
protected or enforced or are entitled to any particular priority, or to
exercise at all or in any particular manner or under any duty of care,
disclosure or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to the Administrative Agent, the
Collateral Agent or the UK Security Trustee in any of the Loan Documents, it
being understood and agreed that in respect of the Collateral, or any act,
omission or event related thereto, the Administrative Agent the Collateral
Agent or the UK Security Trustee may act in any manner it may deem appropriate,
in its sole discretion, given the Administrative Agent’s, the Collateral Agent’s
and the UK Security Trustee’s own interests in the Collateral as one of the
Lenders and that neither the Administrative Agent nor the Collateral Agent nor
the UK Security Trustee shall have any duty or liability whatsoever to any
Lender, provided, that, notwithstanding the foregoing, the Administrative
Agent, the Collateral Agent and the UK Security Trustee shall be responsible
for their respective grossly negligent actions or actions constituting
intentional misconduct.


 


(d)           Senior Secured Note Liens. 
Each Lender hereby instructs Administrative Agent and the Collateral
Agent to enter into the Collateral Security Agreement and the Intercreditor
Agreement and the UK Security Trustee to enter into the UK Security Documents
and the Intercreditor Agreement and such amendments or modifications thereto
and to the other


 


153





















 


Security Documents
consistent herewith and as Administrative Agent or the Collateral Agent or the
UK Security Trustee reasonably determines to be necessary to cause the Liens on
the Collateral securing the Obligations (other than the Capital Stock
Collateral) to be pari passu with
the Liens on the Senior Secured Note Obligations (as defined in the
Intercreditor Agreement).  Each Lender
agrees that it shall not challenge or question in any proceeding the validity
or enforceability of this Section 12.15(d) or any
corresponding provisions with respect thereto in the Collateral Security
Agreement or the Intercreditor Agreement.


 


12.16       Effectiveness


 


This Agreement shall become effective on the date (the “Closing
Date”) on which the Borrower and each of the Lenders shall have signed a
counterpart of this Agreement (whether the same or different counterparts) and
shall have delivered the same to the Administrative Agent at the Notice Office
(or to the Administrative Agent’s counsel as directed by such counsel) or, in
the case of the Lenders, shall have given to the Administrative Agent
telephonic (confirmed in writing), written, telex or facsimile notice (actually
received) at such office or the office of the Administrative Agent’s counsel
that the same has been signed and mailed to it. 
The Administrative Agent will give the Borrower and each Lender prompt
written notice of the occurrence of the Closing Date


 


12.17       Registry


 


The Borrower hereby designates the Administrative Agent to serve
as the Borrower’s agent, solely for purposes of this Section 12.17
to maintain a register (the “Register”) on which it will record the
Commitments from time to time of each of the Lenders, the Loans made by each of
the Lenders and each repayment in respect of the principal amount of the Loans
of each Lender.  Failure to make any such
recordation, or any error in such recordation shall not affect the Borrower’s
obligations in respect of such Loans. 
With respect to any Lender, the transfer of the Commitments of such
Lender and the rights to the principal of, and interest on, any Loan made
pursuant to such Commitments shall not be effective until such transfer is
recorded on the Register maintained by the Administrative Agent with respect to
ownership of such Commitments and Loans and prior to such recordation all
amounts owing to the transferor with respect to such Commitments and Loans
shall remain owing to the transferor. 
The registration of assignment or transfer of all or part of any
Commitments and Loans shall be recorded by the Administrative Agent on the Register
only upon the acceptance by the Administrative Agent of a properly executed and
delivered Assignment and Assumption Agreement pursuant to Section 12.8(c).  Coincident with the delivery of such an
Assignment and Assumption Agreement to the Administrative Agent for acceptance
and registration of assignment or transfer of all or part of a Loan, or as soon
thereafter as practicable, the assigning or transferor Lender shall surrender
the Note evidencing such Loan, and thereupon one or more new Notes in the same
aggregate principal amount then owing to such assignor or transferor Lender
shall be issued to the assigning or transferor Lender and/or the new
Lender.  The Borrower agrees to indemnify
the Administrative Agent from and against any and all losses, claims, damages
and liabilities of whatsoever nature which may be imposed on, asserted against
or incurred by the Administrative Agent in performing its duties under this Section 12.17.


 


154





















 


12.18       Accounts Receivable Securitization


 


(a)           By its execution of this Agreement,
each Lender agrees, for the benefit of the holders from time to time of
interests in trade receivables under the Permitted Accounts Receivables
Securitization not to:


 


(i)            challenge the “true sale”
characterization of the sales and transfers of Accounts Receivables by the
Borrower or any Participating Subsidiary to a Receivables Subsidiary pursuant
to a Permitted Accounts Receivable Securitization;


 


(ii)           join in any proceeding in whole or in part to commence or consent
to the commencement of a case against a Receivables Subsidiary under the
Federal Bankruptcy Code or any other applicable bankruptcy, insolvency or
similar federal or state law or file a petition seeking or consenting to
reorganization or relief under any applicable federal or state law relating to
bankruptcy, or seek or consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of a Receivables
Subsidiary or any substantial part of its assets; or


 


(iii)          assert or consent to any attempt by any person to assert that a
Receivables Subsidiary should be substantively consolidated with the Borrower
or any other Subsidiary.


 


(b)           By its execution of this Agreement,
each Lender further authorizes the Administrative Agent, the Collateral Agent
and the UK Security trustee, in each case, with the approval of the
Administrative Agent, to enter into an intercreditor agreement with the Persons
providing a Permitted Accounts Receivables Securitization as long as the
provisions of any such agreement are not materially more burdensome to the
Lenders than are typical for like receivables transactions.


 


12.19       Certain Guarantee Obligations.  


 


The Borrower hereby guarantees all obligations of each of its
Subsidiaries (for so long as such Subsidiary remains a Subsidiary) under all
Interest Rate Agreements and Other Hedging Agreements entered into by such
Subsidiary with any Lender or any Affiliate of a Lender (even if such Person
subsequently ceases to be a Lender hereunder for any reason), which obligations
are pursuant to the terms of such Interest Rate Agreements and Other Hedging
Agreements expressly secured by the security interests granted under the
Collateral Security Agreement.  The
provisions of Sections 4 through 9 of the Subsidiary Guaranty are hereby
incorporated herein by reference mutatis mutandis as if all references to “Guarantor”
and “Guaranteed Obligations” were references to the Borrower and the
obligations guaranteed by this Section 12.19, respectively.


 


12.20       Redesignation of Unrestricted
Subsidiaries


 


Any Unrestricted Subsidiary may be redesignated as a
Subsidiary provided that (i) the Borrower shall have delivered to the
Administrative Agent (not less than 30 days prior to the


 


155





















 


date the Borrower
desires such redesignation to be effective) a notice signed by a Responsible
Financial Officer identifying the Unrestricted Subsidiary to be so redesignated
and providing such other information as the Administrative Agent may request, (ii) immediately
before and immediately after the effectiveness of such redesignation, no
Default or Event of Default exists or will exist (including, without
limitation, the permissibility of any Investment, Indebtedness, Liens or other
obligations existing at such Subsidiary) and, if the Unrestricted Subsidiary is
a Foreign Subsidiary, the Borrower shall be in compliance with the provisions
of Section 8.7(n) as if the designation of such Unrestricted
Subsidiary as a Subsidiary were an Acquisition, (iii) Borrower has
complied, to the extent applicable, with the provisions of Section 7.11
and the applicable Subsidiary, on the effective date of such redesignation is
in compliance with the terms and conditions of all applicable Security
Documents, (iv) such Unrestricted Subsidiary is the subsidiary of either
the Borrower or a Subsidiary, (v) the Administrative Agent has received
such other documents (including without limitation any additional security
documents whether or not required by Section 7.11), instruments and
opinions as it may reasonably request in connection with such redesignation,
and all such instruments, documents and opinions shall be reasonably
satisfactory in form and substance to the Administrative Agent and (vi) on
the desired effective date of such redesignation, the Borrower shall deliver a
certificate from a Responsible Officer confirming clauses (ii) through
(v) above and that the representations and warranties contained in
this Agreement and the other Loan Documents are true and correct in all
material respects on the date of, and after giving effect to, such
redesignation as though made on such date (except to the extent such
representations and warranties are expressly made of a specified date in which
event they shall be true as of such date). 
Effective at the time of delivery of the certificate required pursuant
to clause (vi) above, the Unrestricted Subsidiary Investment Basket
shall be increased by (A) if such Unrestricted Subsidiary was so
designated after the Closing Date, the fair market value of such Subsidiary or (B) if
such Unrestricted Subsidiary was so designated on the Closing Date, the lesser
of (y) the aggregate amount of outstanding Investments made after the Closing
Date by the Borrower or any Subsidiary in such Unrestricted Subsidiary or (z)
the fair market value of such Unrestricted Subsidiary immediately prior to the
effective date of such redesignation.   
The Borrower agrees that any merger or consolidation of any Unrestricted
Subsidiary with or into Borrower or any Subsidiary shall be required to satisfy
the conditions of this Section 12.20 prior to completing any such
transaction.


 


[signature pages follow]


 


156





















 


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


 


 


	
   

  	
  HUNTSMAN
  INTERNATIONAL LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Sean Douglas

  	
   

  
	
   

  	
  Name:  Sean Douglas

  
	
   

  	
  Title:  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  Huntsman
  International LLC

  
	
   

  	
  500 Huntsman Way

  
	
   

  	
  Salt Lake City,
  Utah  84108

  
	
   

  	
  Attn: General
  Counsel

  
	
   

  	
  Tel. No.: (801)
  584-5700

  
	
   

  	
  Telecopier No.:
  (801) 584-5781

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK AG NEW YORK BRANCH,

  
	
   

  	
  in its
  individual capacity as Lender and as Administrative

  Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Marguerite Sutton

  	
   

  
	
   

  	
  Name:  Marguerite Sutton

  
	
   

  	
  Title:  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Diane F. Rolfe

  	
   

  
	
   

  	
  Name:  Diane F. Rolfe

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK AG NEW YORK BRANCH,

  
	
   

  	
  as Collateral
  Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Marguerite Sutton

  	
   

  
	
   

  	
  Name:  Marguerite Sutton

  
	
   

  	
  Title:  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Diane F. Rolfe

  	
   

  
	
   

  	
  Name:  Diane F. Rolfe

  
	
   

  	
  Title:  Vice President

  
							



 


 


Signature Page to Credit Agreement


 





















 


	
   

  	
  DEUTSCHE
  BANK AG NEW YORK BRANCH,

  
	
   

  	
  as UK Security
  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Marguerite Sutton

  	
   

  
	
   

  	
  Name:  Marguerite Sutton

  
	
   

  	
  Title:  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Diane F. Rolfe

  	
   

  
	
   

  	
  Name:  Diane F. Rolfe

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK SECURITIES INC.,

  
	
   

  	
  as Joint Lead
  Arranger and Joint Book Runner and Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  John Anos

  	
   

  
	
   

  	
  Name:  John Anos

  
	
   

  	
  Title:  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIGROUP
  GLOBAL MARKETS INC.,

  
	
   

  	
  as
  Co-Syndication Agent, Joint Lead Arranger and Joint

  Book Runner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Aaron Dannenberg

  	
   

  
	
   

  	
  Name:  Aaron Dannenberg

  
	
   

  	
  Title:  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE, as co-Syndication Agent and Joint

  Book Runner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Alain Daoust

  	
   

  
	
   

  	
  Name:  Alain Daoust

  
	
   

  	
  Title:  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Denise L. Alvarez

  	
   

  
	
   

  	
  Name:  Denise L. Alvarez

  
	
   

  	
  Title: Associate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITICORP
  NORTH AMERICA, INC.,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Aaron Dannenberg

  	
   

  
	
   

  	
  Name:  Aaron Dannenberg

  
	
   

  	
  Title:  Vice President

  
										



 





















 


	
   

  	
  CREDIT
  SUISSE, CAYMAN ISLANDS BRANCH

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Alain Daoust

  	
   

  
	
   

  	
  Name:  Alain Daoust

  
	
   

  	
  Title:  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Denise L. Alvarez

  	
   

  
	
   

  	
  Name:  Denise L. Alvarez

  
	
   

  	
  Title: Associate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Stacey L. Haimes

  	
   

  
	
   

  	
  Name: Stacey L.
  Haimes

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UBS
  LOAN FINANCE LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Wilfred V. Saint

  	
   

  
	
   

  	
  Name:

  	
  Wilfred V. Saint

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
  Banking Products
  Services, US

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Richard L. Tavrow

  	
   

  
	
   

  	
  Name:

  	
  Richard L.
  Tavrow

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
  Banking Products
  Services, US

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MERRILL
  LYNCH CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Sheila Mcgillicuddy

  	
   

  
	
   

  	
  Name: Sheila
  Mcgillicuddy

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEHMAN
  COMMERCIAL PAPER INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  V. Paul Arzouian

  	
   

  
	
   

  	
  Name: V. Paul
  Arzouian

  
	
   

  	
  Title:  Authorized Signatory

  
											



 





















 


	
   

  	
  THE
  BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Nadine Bell

  	
   

  
	
   

  	
  Name: Nadine
  Bell

  
	
   

  	
  Title:  Senior Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Barbara Van Meerten

  	
   

  
	
   

  	
  Name: Barbara
  Van Meerten

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT
  INDUSTRIEL ET COMMERCIAL

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Brian O’Leary

  	
   

  
	
   

  	
  Name: Brian O’Leary

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Marcus Edward

  	
   

  
	
   

  	
  Name: Marcus
  Edward

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATEXIS
  BANQUES POPULAIRES

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Daniel Payer

  	
   

  
	
   

  	
  Name: Daniel
  Payer

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Louis P. Laville, III

  	
   

  
	
   

  	
  Name: Louis P.
  Laville, III

  
	
   

  	
  Title: Vice
  President and Group Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Philip K. Liebscher

  	
   

  
	
   

  	
  Name: Philip K.
  Liebscher

  
	
   

  	
  Title: Vice
  President

  
									



 





















 


	
   

  	
  LANDSBANKI
  ISLANDS

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stuart Rose

  	
   

  
	
   

  	
  Name: Stuart
  Rose

  
	
   

  	
  Title: Associate
  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Magnus Arngrimsson

  	
   

  
	
   

  	
  Name: Magnus Arngrimsson

  
	
   

  	
  Title: Associate
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL
  CITY BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  James Ritchie

  	
   

  
	
   

  	
  Name: James
  Ritche

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMERZBANK
  AG, NEW YORK AND GRAND

  CAYMAN BRANCHES

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Isabel S. Zeissig

  	
   

  
	
   

  	
  Name: Isabel S.
  Zeissig

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Charles W. Polet

  	
   

  
	
   

  	
  Name: Charles W.
  Polet

  
	
   

  	
  Title: Assistant
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DZ
  BANK AG DEUTSCHE ZENTRALE-

  GENOSSENSCHAFTSBANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Richard W. Wilbert

  	
   

  
	
   

  	
  Name: Richard W.
  Wilbert

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Bernd-Henrik Franke

  	
   

  
	
   

  	
  Name:
  Bernd-Henrik Franke

  
	
   

  	
  Title: Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPASS
  BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Eric E. Ensmann

  	
   

  
	
   

  	
  Name: Eric E.
  Ensmann

  
	
   

  	
  Title: Senior
  Vice President