Exhibit 10.2


 


 


INTERCREDITOR
AGREEMENT


 


THIS
INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of August 16, 2005,
by and among (i) Deutsche Bank AG New York Branch (“DBAG”), acting
in its capacity as Administrative Agent under the Credit Agreement (as
hereinafter defined) (together with its successors and assigns in such
capacity, the “Administrative Agent”), (ii) Deutsche Bank AG New
York Branch, acting in its capacity as collateral agent under the Security
Agreement (as hereinafter defined), and in its capacity as collateral agent
under the UK Debenture (as hereinafter defined) (together with its successors
and assigns in such capacity, the “Bank and Note Collateral Agent”), (iii) Deutsche
Bank AG New York Branch, as beneficiary for the benefit of the Secured
Creditors under the Mortgages (as hereinafter defined) (together with its
successors and assigns in such capacity, the “Mortgagee”) and (iv) HSBC
Bank USA, National Association (as successor to HSBC Bank USA), as trustee for
the holders of Senior Secured Notes (as defined below) issued under the Senior
Secured Notes Indenture (as hereinafter defined) (in such capacity, together
with its successors and assigns in such capacity, the “Senior Secured Notes
Trustee”), and is acknowledged and consented to by Huntsman International
LLC, a Delaware limited liability company (“Borrower”).


 


R E
C I T A L S


 


WHEREAS, Deutsche
Bank Trust Company Americas (“DB”), as First Priority Bank Agent, DB, as
First Priority Collateral Agent, DB, as Second Priority Bank Agent, DB, as
Second Priority Collateral Agent, DB, as Mortgagee, the Senior Secured Notes
Trustee and Borrower are parties to a Second Amended and Restated Intercreditor
Agreement dated as of October 14, 2004 (the “Prior Intercreditor
Agreement”);


 


WHEREAS, Huntsman
LLC, a Utah limited liability company (“HLLC”), has issued $455.4
million in aggregate principal amount of 11-5/8% Senior Secured Notes due 2010
(such notes, together with any exchange notes and additional notes (the “Senior
Secured Notes”)) issued under the Indenture dated as of September 30,
2003 among HLLC, the guarantors named therein and the Senior Secured Notes
Trustee (as amended, supplemented or otherwise modified from time to time, in
accordance with the terms hereof, the “Senior Secured Notes Indenture”);


 


WHEREAS, on the
Closing Date (as defined in the Credit Agreement), HLLC will merge with and
into the Borrower, with the Borrower as the surviving entity (the “Merger”);


 


WHEREAS,
contemporaneously herewith, Borrower, the Administrative Agent and the lenders
parties thereto are entering into the Credit Agreement to repay in full,
extinguish and replace (i) that certain Revolving Credit Agreement dated
as of October 14, 2004 by and among HLLC, DB, as administrative agent and
the lenders party thereto, (ii) that certain Credit Agreement dated as of October 14,
2004 by and among HLLC, DB, as administrative agent and collateral agent and
the lenders party thereto and (iii) that certain Credit Agreement dated as
of July 13, 2004 by and among Borrower, Huntsman International Holdings
LLC, the financial 


 





















 


institutions party
thereto, DB, as administrative agent, and the co-lead arrangers, co-syndication
agents and co-documentation agents identified therein;


 


WHEREAS,
contemporaneously herewith, in order to secure the Obligations (as defined
herein), Borrower, certain subsidiaries of Borrower parties thereto and the
Bank and Note Collateral Agent are entering into a Collateral Security
Agreement (as amended, replaced, modified, extended, renewed, supplemented,
restated or replaced (in connection with a Refinancing or otherwise) or
otherwise modified from time to time, the “Security Agreement”);


 


WHEREAS,
contemporaneously herewith, Borrower and certain subsidiaries of Borrower are
granting certain mortgages to secure the Obligations; and


 


WHEREAS, the Bank
and Note Collateral Agent, the Administrative Agent, the Mortgagee, the Senior
Secured Notes Trustee and Borrower desire to enter into this Agreement for the
purpose of setting forth the rights and obligations of the Collateral Agents
(as defined herein) and the respective secured parties with respect to the
Collateral.


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


Section 1.              Defined Terms.  As used in
this Agreement, the following terms shall have the following meanings (all such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):


 


“Administrative Agent”
shall have the meaning set forth in the first paragraph of this Agreement.


 


“Assignor” shall
mean any Assignor (as defined in the Security Agreement).


 


“Bank and Note
Collateral Agent” shall have the meaning set forth in the first paragraph
of this Agreement.


 


“Bank Obligations”
shall mean Bank Obligations (as defined in the Security Agreement), together
with any obligations incurred to evidence any refunding, Refinancing,
replacement or successive refunding, Refinancing or replacement thereof.


 


“Bank Secured
Creditors” shall mean all holders of the Bank Obligations.


 


“Bankruptcy Code”
shall mean the provisions of Title 11 of the United States Code, 11 U.S.C. 101
et seq. or any other applicable bankruptcy, insolvency or similar laws.


 


“Bankruptcy Event”
shall mean the occurrence of any of the events described in Sections 10.1(e) or
(f) of the Credit Agreement.


 


“Bankruptcy Proceeding”
shall mean, with respect to any Person, any proceeding commenced, without the
application or consent of such Person, in any court, seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up, or composition or
readjustment of debts of such Person, the appointment of a trustee, receiver,
custodian, 


 


2





















 


liquidator,
assignee, sequestrator or the like for such Person or any substantial part of
its assets, or any similar action with respect to such person under any law
(foreign or domestic) relating to bankruptcy, insolvency, reorganization,
winding up or composition or adjustment of debts or any voluntary case or other
proceeding under any applicable bankruptcy, insolvency, reorganization, debt
arrangement, dissolution or other similar law now or hereafter in effect.


 


“Borrower” shall
have the meaning provided in the first paragraph of this Agreement.


 


“Collateral” shall
mean the property from time to time consisting of Collateral (as defined in the
Security Agreement), the Mortgaged Property (as defined in the Mortgages) and
any other property from time to time pledged pursuant to any Security Document
other than the Excluded Collateral.


 


“Collateral Agents”
shall mean the Bank and Note Collateral Agent and the Mortgagee.


 


“Credit Agreement”
shall mean that certain Credit Agreement by and among Borrower, DBAG, 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, and Credit Suisse, as co-syndication agent
and joint book runner and the lenders parties thereto, together with any
agreement or agreements from time to time executed by Borrower to evidence any
refunding, Refinancing, replacement or successive refunding, Refinancing or
replacement of all or any part of the Bank Obligations, together with any
amendments, replacements, modifications, extensions, renewals or supplements
to, or restatements of, any of the foregoing.


 


“Credit Documents”
shall mean the Loan Documents, the Senior Secured Note Indenture and the notes
issued thereunder.


 


“Credit Party”
shall mean any Credit Party (as defined in the Credit Agreement).  The term “Credit Parties” shall have a
correlative meaning.


 


“DB” shall have
the meaning set forth in the Recitals hereto.


 


“DBAG” shall have
the meaning set forth in the first paragraph of this Agreement.


 


“Excluded Collateral”
shall mean the Collateral (as defined in the Pledge Agreement).


 


“Fully Paid” shall
mean, with respect to any Obligation, that the obligee of such Obligation shall
have certified to the Bank and Note Collateral Agent that such Obligation has
terminated and that there remain no obligations of any kind whatsoever of the
Borrower or any Credit Party with respect thereto (other than contingent
indemnification obligations as to which no claims shall have accrued or shall
be pending).


 


“Instructing Group”
shall mean the Instructing Group (as defined in the Security Agreement).


 


3





















 


“Lender” shall
mean any Lender as defined in the Credit Agreement, together with its
respective successors and assigns in such capacity.


 


“Liens” shall mean
Liens as defined in the Credit Agreement.


 


“Loan Documents”
shall mean the Loan Documents (as defined in the Credit Agreement) and all
other documents, instruments and agreements now or hereafter evidencing or
securing the whole or any part of the Bank Obligations (including, without
limitation, each of the loan documents as defined in any principal agreement
evidencing the Bank Obligations, including any documents evidencing or securing
any complete, partial or successive refunding, Refinancing or replacement of
the Bank Obligations, together with any amendments, replacements,
modifications, extensions, renewals or supplements to, or restatements of, any
of the foregoing).


 


“Mortgagee” shall
have the meaning set forth in the first paragraph of this Agreement.


 


“Mortgages” shall
mean Mortgages (as defined in the Credit Agreement).


 


“Obligations”
shall mean the Bank Obligations and the Senior Secured Notes Obligations.


 


“Other Collateral
Agent” shall mean (i) with respect to the Bank and Note Collateral
Agent, the Mortgagee and (ii) with respect to the Mortgagee, the Bank and
Note Collateral Agent.


 


“Person” shall
mean Person as defined in the Credit Agreement.


 


“Pledge Agreement”
shall mean Pledge Agreement as defined in the Credit Agreement.


 


“Prior Intercreditor
Agreement” shall have the meaning set forth in the Recitals hereto.


 


“Refinance” shall
mean, with respect to any Obligation, to refinance, extend, renew, repay,
prepay, redeem, defease or retire, or to issue indebtedness in exchange or
replacement for, such Obligation.  “Refinancing”
has a correlative meaning.


 


“Secured Creditors”
shall mean all holders of the Obligations.


 


“Security Agreement”
shall have the meaning set forth in the Recitals hereto.


 


“Security Documents”
shall mean the Security Agreement and all other Security Documents as defined
in the Credit Agreement, other than the Pledge Agreement and the UK Pledge
Agreements.


 


“Senior Secured
Noteholders” shall mean the holders of the Senior Secured Notes
Obligations.


 


4





















 


“Senior Secured Notes”
shall have the meaning set forth in the Recitals hereto.


 


“Senior Secured Notes
Indenture” shall have the meaning set forth in the Recitals hereto.


 


“Senior Secured Notes
Obligations” shall mean Senior Secured Notes Obligations as defined in the
Security Agreement.


 


“Senior Secured Notes
Trustee” shall have the meaning set forth in the first paragraph of this
Agreement.


 


“UK Debenture”
shall mean UK Debenture as defined in the Credit Agreement.


 


“UK Pledge Agreements”
shall mean UK Pledge Agreements as defined in the Credit Agreement.


 


“Uniform Commercial
Code” shall mean the Uniform Commercial Code as in effect from time tom
time in the relevant jurisdiction.


 


Section 2.              Lien Priorities.


 


(a)           (i)            The
parties hereto hereby agree that, notwithstanding the time, order or method of
creation, attachment or perfection of the respective security interests and/or
Liens granted in favor of the Collateral Agents to secure the Obligations or
the filing or recording of financing statements or other Security Documents;
the validity or enforceability of the security interests and Liens granted in
favor of the Collateral Agents or the Secured Creditors; the dating, execution
or delivery of any agreement, document or instrument granting any Collateral
Agent or Secured Creditor security interests and/or Liens in or on any or all
of the property or assets of any pledgor; the date on which any indebtedness is
extended; the giving or failure to give notice of the acquisition or expected
acquisition of any purchase money or other security interest; any provision of
the Uniform Commercial Code, including any rule for determining priority
thereunder or under any other law or rule governing the relative
priorities of secured creditors, including with respect to real property or
fixtures; any provision set forth in any Loan Document or the Senior Secured
Notes Indenture or the Senior Secured Notes; or the possession or control by
any Collateral Agent or Secured Creditor or any bailee of all or any part of
any Collateral as of the date hereof or otherwise, the Liens granted on the
Collateral under the Security Documents to secure the Obligations shall at all
times secure the Bank Obligations and the Senior Secured Note Obligations on a
pari passu basis.


 


(ii)           Notwithstanding
the terms of any Loan Document or the Senior Secured Notes Indenture, in the
event of any enforcement of any Liens or in connection with a Bankruptcy
Proceeding, all proceeds of Collateral, including the proceeds of any
collection, sale or disposition of the Collateral or any portion thereof in
connection with the exercise of remedies under the Security Documents or
otherwise and any proceeds or recoveries under any title insurance policy(ies)
insuring any Mortgage, shall be distributed in accordance with Section 8.5
of the Security Agreement.


 


5





















 


(iii)          In
the event that the Administrative Agent or the Senior Secured Note Trustee
receives the proceeds of any Collateral in contravention of the preceding
paragraph (ii), it shall hold such proceeds in trust for, and promptly turn
over such proceeds (in the same form as received, with any necessary
non-recourse endorsement) to the proper Person in accordance with the
provisions of clause (ii) above; provided, however, that in
the event such Person fails to provide any such endorsement, the Administrative
Agent, or the Senior Secured Notes Trustee, as the case may be, or any of its
respective officers or employees, is hereby irrevocably authorized to make the
same (which authorization, being coupled with an interest, is irrevocable).


 


(iv)          Each
of the parties hereto acknowledges that the Lien priorities provided in this
Agreement shall not be affected or impaired in any manner whatsoever,
including, without limitation, on account of (A) the invalidity,
irregularity or unenforceability of all or any part of the Loan Documents, the
Senior Secured Notes Indenture or the Senior Secured Notes; (B) any
amendment, change or modification of any Loan Document, the Senior Secured
Notes Indenture or the Senior Secured Notes; or (C) any impairment,
modification, change, exchange, release or subordination of or limitation on,
any liability of, or stay of actions or lien enforcement proceedings against,
any Credit Party, its property, or its estate in bankruptcy resulting from any
bankruptcy, arrangement, readjustment, composition, liquidation,
rehabilitation, similar proceeding or otherwise involving or affecting any
Credit Party.


 


(b)           Each
Collateral Agent hereby appoints each other as agent for purposes of perfecting
its respective security interests, Liens and claims in the Collateral (in each
case, whether such Collateral was delivered to the Bank and Note Collateral
Agent or the Mortgagee, as the case may be, prior to, on or after the date
hereof), in each case to the extent that such perfection may be obtained by
possession or control and hereby acknowledges that it holds possession of such
Collateral, including, without limitation, any instruments, for the benefit of
the other Collateral Agent.


 


(c)           The
parties hereto shall not challenge or question in any proceeding the validity,
perfection, priority or enforceability of this Agreement, as a whole, or any
term or provision contained herein or the validity or enforceability of any
Lien, Mortgage or financing statement in favor of any Collateral Agent or the
relative priority of any such Lien or Mortgage.


 


(d)           In
the event of any Refinancing of the Bank Obligations, the Senior Secured Notes
Trustee, for itself and the Senior Secured Noteholders, does hereby confirm
(and, upon request, agrees to reconfirm at any time) the continued
applicability of the provisions hereof, including the pari passu nature of the
Liens securing the Senior Secured Notes Obligations and the Liens securing any
Bank Obligations incurred or refinanced as a result of such Refinancing.  In connection with any Refinancing of all or
any portion of the Secured Obligations prior to the occurrence of a Bankruptcy
Event, the Senior Secured Notes Trustee, on behalf of itself and each Senior
Secured Noteholder, shall, if requested by Borrower or the existing or new
holders of the Bank Obligations, execute an intercreditor agreement or amend
and restate this Agreement in a manner that is substantially similar to this
Agreement with the lenders under such Refinancing.


 


(e)           [Reserved].


 


6





















 


(f)            The
Senior Secured Notes Trustee, on behalf of itself and the Senior Secured
Noteholders, hereby waives any requirement on the part of the Bank and Note
Collateral Agent or the Lenders in respect of marshalling of assets
constituting Collateral upon any exercise of remedies by the Bank and Note
Collateral Agent or the Bank Secured Creditors and, except as expressly set
forth herein, any requirement that the Bank and Note Collateral Agent or any
Bank Secured Creditor exercise remedies with respect to collateral security for
the Obligations in any particular order or any particular manner.


 


(g)           Nothing
in this Agreement shall relieve any Assignor from the performance of any term,
covenant, condition or agreement on such Assignor’s part to be performed or
observed under or in respect of any of the Collateral pledged by it or from any
liability to any Person under or in respect of any of such Collateral or impose
any obligation on any Collateral Agent to perform or observe any such term,
covenant, condition or agreement on such Assignor’s part to be so performed or
observed or impose any liability on any Collateral Agent for any act or
omission on the part of such Assignor relative thereto or for any breach of any
representation or warranty on the part of such Assignor contained in this
Agreement or any other Loan Document or the Senior Secured Notes Indenture, or
in respect of the Collateral pledged by it. 
The obligations of each Assignor described in this paragraph shall
survive the termination of this Agreement and the discharge of such Assignor’s
other obligations hereunder.


 


Section 3.              Certain Intercreditor Agreements
Regarding Refinancing of Bank Obligations, Amendments to Loan Documents and
Related Matters.


 


(a)           The
Senior Secured Notes Trustee agrees, acknowledges and consents that, until the
Bank Obligations are Fully Paid, at any time and from time to time without the
consent of or notice to the Senior Secured Notes Trustee or any Senior Secured
Noteholder and, without incurring responsibility to the Senior Secured Notes
Trustee or any Senior Secured Noteholder, and without impairing or releasing
the obligations hereunder, any or all of the Loan Documents and/or any or all
of the Bank Obligations thereunder may be Refinanced, refunded, replaced,
amended, extended, renewed, restated, supplemented or otherwise modified in any
way whatsoever, including, without limitation, to:


 


(i) shorten
or extend the final maturity of all or any part of the Bank Obligations, (ii) modify
the amortization of the principal amount of all or any part of the Bank
Obligations, (iii) to the extent permitted by the Senior Secured Notes
Indenture, increase the principal amount of the Bank Obligations, or otherwise
provide for additional advances and grant any lien, mortgage, pledge,
hypothecation, collateral assignment, security interest, encumbrance, charge,
deposit arrangement or other similar encumbrance to secure any such increased
indebtedness and, irrespective of the time, order or method of creation,
attachment or perfection thereof or the filing or recording thereof, make any
such lien, mortgage, pledge, hypothecation, collateral assignment, security
interest, encumbrance, charge, deposit arrangement or other similar
encumbrance, in each case subject to Section 2, including the lien
priorities set forth set forth therein, (iv) raise the standard or default
interest rates applicable to all or any part of the Bank Obligations, (v) impose
any additional fees or penalties upon Borrower or any of its subsidiaries or
increase the amount of or rate for any fees or penalties provided for in the
Loan Documents, (vi) retain or obtain a lien, mortgage, pledge,
hypothecation, collateral assignment, security


 


7





















 


interest,
encumbrance, charge, deposit arrangement or other similar encumbrance on any
property to secure any of the Obligations, (vii) enter into any new,
replaced, amended, extended, renewed, restated, supplemented or otherwise
modified Loan Documents, (viii) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, all or any of the
Bank Obligations or otherwise Refinance, refund, replace, amend, extend, renew,
restate, supplement or otherwise modify in any manner, or grant any waiver,
forbearance or release with respect to, all or any part of the Bank Obligations
or any Loan Document, (ix) retain or obtain the primary or secondary
obligation of any other Person with respect to any of the Bank Obligations, (x)
release any Person liable in any manner under or in respect of Bank Obligations
or, acting in accordance with the relevant Security Documents, release or
compromise any obligation of any nature of any Person with respect to any of
the Obligations, (xi) except to the extent in violation of the Senior Secured
Notes Indenture, sell, exchange, not perfect or otherwise deal with any
property at any time pledged, assigned or mortgaged to secure or otherwise securing,
all or any part of the Obligations, including without limitation, any
Collateral, (xii) subject to Section 4, release its security
interest in, or surrender, release or permit any substitution or exchange for,
all or any part of any property securing any Obligations, or release,
compromise, alter or exchange any obligations of any nature of any Person with
respect to any such property, (xiii) amend or grant any waiver or release with
respect to, or consent to any departure from, any guaranty of all or any of the
Bank Obligations, (xiv) grant any lien, mortgage, pledge, hypothecation,
collateral assignment, security interest, encumbrance, charge, deposit
arrangement or other similar encumbrance, (xv) exercise or refrain from
exercising any rights or remedies against and release from obligations of any
type (other than the Senior Secured Notes Obligations), Borrower or any of its
subsidiaries or any other Person, (xvi) replace the Administrative Agent, Bank
and Note Collateral Agent, Mortgagee or any Lender, whether or not in
connection with a Refinancing and (xvii) otherwise manage and supervise the
Bank Obligations in accordance with such person’s usual practices, modified
from time to time as such person deems appropriate under the circumstances.


 


(b)           The
Senior Secured Notes Trustee, for itself and on behalf of the Senior Secured
Noteholders, hereby irrevocably constitutes and appoints the Bank and Note
Collateral Agent and any officer or agent of the Bank and Note Collateral
Agent, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of the Senior
Secured Notes Trustee or such holder or in the Bank and Note Collateral Agent’s
own name, from time to time in the Bank and Note Collateral Agent’s discretion,
for the purpose of carrying out the terms of this Section 3, to
take any and all appropriate action and to execute and record any and all
documents and instruments which may be necessary or desirable to accomplish the
purposes of this Section 3, including, without limitation, any
financing statements, endorsements or other instruments of transfer or
release.  In connection therewith, the
Bank and Note Collateral Agent acknowledges its appointment under Section 11.03
of the Senior Secured Notes Indenture as “Second Priority Collateral Agent” for
the benefit of the Senior Secured Notes Trustee and the holders of the Senior
Secured Notes, subject to all terms and conditions set forth in the Senior
Secured Notes Indenture.


 


(c)           In
connection with any Refinancing, refunding, replacement, amendment, extension,
renewal, restatement, supplement or other modification of all or any portion of
the Obligations prior to the occurrence of a Bankruptcy Event, the Senior
Secured Notes Trustee, on behalf of each Senior Secured Noteholder, does hereby
(i) confirm (and, upon written request,


 


8





















 


agrees to reconfirm at any time) the continued
applicability of the provisions hereof and (ii) consent to any successor,
replacement or assignee of the Administrative Agent or Mortgagee becoming party
to this Agreement and/or the Security Agreement or any Loan Document (including
by execution of an assignment or joinder agreement or other equivalent instrument)
without any additional consent or approval of the Senior Secured Notes Trustee;
provided, however, that, notwithstanding the foregoing, the
Senior Secured Notes Trustee shall, if requested, in writing, by the Borrower,
the Administrative Agent, or the Mortgagee (or any successor, replacement or
assignee thereof), or any existing or new holder of Obligations, upon receipt
of the documents required by Section 9.06 of the Senior Secured Notes
Indenture, execute an intercreditor agreement, or an amendment to or
restatement of this Agreement substantially similar to this Agreement
(incorporating such amendments, modifications, waivers or variances which do
not materially adversely affect the rights and benefits of the holders of the
Senior Secured Notes in a different manner than the other Secured Creditors).


 


Section 4.              Release of Liens.


 


(a)           Subject
to the provisions of Section 4(b), each of the Bank and Note
Collateral Agent and the Mortgagee may, at any time or from time to time,
acting in accordance with the Security Agreement, or, in the case of any
Mortgage, the terms of the Credit Agreement, as the case may be, release any
Liens held by such Collateral Agent against all or any portion of the
Collateral.


 


(b)           If
(i) the Bank and Note Collateral Agent releases the Liens on all
Collateral in respect of all Bank Obligations, or (ii) all Bank
Obligations are Fully Paid, then all the Liens on the Collateral securing the
Senior Secured Notes Obligations will be automatically released and terminated
and the Bank and Note Collateral Agent shall have no further duties or
obligations under the Security Documents; provided, however, in
the case of either clause (i) or (ii) above, if a Default or Event of
Default shall have occurred and be continuing under the Senior Secured Notes
Indenture, the Liens on the Collateral securing the Senior Secured Notes
Obligations shall not be released and the Security Agreement shall not
terminate until such time as the Default or Event of Default is cured or waived
in accordance with the Senior Secured Notes Indenture.


 


(c)           Subject
to Section 4(b), the Senior Secured Notes Trustee agrees that its
consent shall not be required in connection with the release of all or any
portion of the Collateral at any time, including, without limitation, any time
that a Default or Event of Default shall have occurred and be continuing under
the Senior Secured Notes Indenture.


 


Section 5.              Notice of Intent to Foreclose.


 


(a)           The
Bank and Note Collateral Agent will give the Senior Secured Notes Trustee notice
of its intent to enforce any Lien upon any of the Collateral.  The notice required by this Section 5(a) shall
be required to be given by the Bank and Note Collateral Agent only if it
intends to:


 


(i)            deliver
to any Credit Party written notice of its intent to enforce a Lien in full or
partial satisfaction of any obligation secured thereby;


 


9





















 


(ii)           commence
legal action against any Credit Party for foreclosure or replevin or other
enforcement of a Lien; or


 


(iii)          take
possession of or title to, or deliver to any third party possession of or title
to, any real or personal property of any Credit Party (other than possession of
cash in accounts expressly contemplated by the Credit Documents or possession
of property by the Administrative Agent as a means of perfection);


 


(b)           The
notice required by Section 5(a):


 


(i)            shall
not be required in any other instance or as to any other action or event
(including, for purposes of illustration and not by way of limitation, any
incurrence, payment or acceleration of any of the Obligations or any amendment
or waiver of the terms thereof, any exercise of a right of setoff, any
notification to account debtors to make payment directly to the secured party
or any other exercise of collection rights or the institution of any other
legal proceedings, including suit to collect any debt or claim or the
commencement of any bankruptcy case, receivership or insolvency proceeding);


 


(ii)           need
only state that it is given pursuant to the provisions of this Agreement and
that Lien enforcement action may be taken by the party giving the notice, and
need not disclose or describe the action to be taken; and


 


(iii)          shall
be given at least five (5) business days prior to the date on which any enforcement
action described above is taken, except that a party may give such notice
promptly after taking such enforcement action if it in good faith believes that
immediate enforcement action is or may be required to protect its interest in
the property subject to its Liens.


 


(c)           No
liability or defense shall arise, no Lien shall be lost, invalidated or
impaired, and no action taken in enforcement of a Lien shall be annulled, set
aside, affected, or impaired, as a result of any notice required by this Agreement
not being given or being defectively given.


 


Section 6.              [Reserved].


 


Section 7.              Exercise of Remedies - Senior
Secured Notes Trustee.


 


(a)           Notwithstanding
anything to the contrary in this Agreement or the Senior Secured Notes
Indenture, until the Bank Obligations are Fully Paid and, so long as all Liens
securing the Senior Secured Notes Obligations have not been released, (i) neither
the Senior Secured Notes Trustee nor any Senior Secured Noteholder shall have
any right or power to exercise or seek to exercise any rights or remedies
(including setoff or recoupment) with respect to any Collateral (other than to
receive a share of the Proceeds (as defined in the Security Agreement or the
applicable Mortgage, as the case may be) of such Collateral, if any, as and
when provided in the Security Agreement or the applicable Mortgage, as the case
may be), including, without limitation, the following: (w) to institute any
action or proceeding with respect to any Collateral, including, without
limitation, any action of foreclosure, (x) contest, protest or object to (1) any
foreclosure proceeding or action brought by the Administrative Agent or any
Collateral Agent, (2) the exercise of any right under any lockbox
agreement, control agreement, landlord waiver or bailee’s letter or similar
agreement or arrangement to which the Administrative Agent or any


 


10





















 


Lender is a party, or (3) any other exercise by
any such party of any rights and remedies relating to the Collateral under any
Loan Document or otherwise, (y) object to the forbearance by the Administrative
Agent or any Lender from bringing or pursuing any foreclosure proceeding or
action or any other exercise of any rights or remedies relating to the
Collateral or (z) demand, accept or obtain any lien, mortgage, pledge,
hypothecation, collateral assignment, security interest, encumbrance, charge,
deposit arrangement or other similar encumbrance on any Collateral (other than
from time to time as granted pursuant to the Security Agreement or the
Mortgages); and (ii) the Collateral Agents acting at the direction of the
Administrative Agent and the Lenders shall have the exclusive right to enforce
rights, exercise remedies (including, without limitation, setoff, recoupment
and the right to credit bid any Obligations) and make determinations regarding
release (subject to Section 4), disposition, or restrictions with
respect to the Collateral without any consultation with or the consent of the
Senior Secured Notes Trustee or any Senior Secured Noteholder.  In exercising rights and remedies with
respect to the Collateral, the Administrative Agent and the Lenders may (acting
in accordance with the terms of the applicable Loan Documents) enforce the
provisions of the Loan Documents and exercise remedies thereunder, all in such
order and in such manner as they may determine in the exercise of their sole
discretion.  Such exercise and
enforcement shall include, without limitation, the rights of an agent or other
representative appointed by them to sell or otherwise dispose of Collateral
upon foreclosure, to incur expenses in connection with such sale or
disposition, and to exercise all the rights and remedies of a secured lender
under the Uniform Commercial Code of any applicable jurisdiction and of a
secured creditor under bankruptcy or similar laws of any applicable
jurisdiction.


 


(b)           [Reserved].


 


(c)           The
Senior Secured Notes Trustee, for itself and on behalf of the Senior Secured
Noteholders, agrees that the Senior Secured Notes Trustee and the Senior
Secured Noteholders will not take any action that would hinder any exercise of
remedies undertaken by the Collateral Agents under the Security Documents or by
the Administrative Agent or the Lenders under the Loan Documents, including any
sale, lease, exchange, transfer or other disposition of the Collateral, whether
by foreclosure or otherwise.


 


(d)           Without
limiting the generality of the foregoing, in any bankruptcy case of a pledgor
of Collateral, neither the Senior Secured Notes Trustee nor the Senior Secured
Noteholders shall directly or indirectly (i) object to the terms of any
use of cash collateral or debtor in possession financing consented to by the
Administrative Agent, or file any pleading with respect to use of cash collateral
or debtor in possession financing without the prior express written consent of
the Administrative Agent in each instance, provided the Senior Secured
Notes Obligations and Bank Obligations are treated similarly in connection with
any such use of cash collateral or financing, (ii) object to any adequate
protection, including additional or replacement liens or administrative
priority claims, consented to by the Administrative Agent, or file any pleading
with respect to any such adequate protection, without the prior express written
consent of the Administrative Agent in each instance, provided the
Senior Secured Notes Obligations and Bank Obligations are treated similarly in
connection with any such adequate protection, (iii) seek relief from the
automatic stay, or object to any relief from the automatic stay requested by
the Administrative Agent, with respect to any portion of the Collateral,
without the prior express written consent of the Administrative Agent in each
instance, provided the Senior Secured Notes 


 


11





















 


Obligations and Bank Obligations are treated similarly
in connection with any such motion, (iv) object to any sale of all or any
portion of the Collateral consented to by the Administrative Agent, or file any
pleading with respect to the sale of all or any portion of the Collateral,
without the prior express written consent of the Administrative Agent in each
instance, provided the Senior Secured Notes Obligations and Bank
Obligations are treated similarly in connection with any such sale, or (v) appear
and be heard on any matter in such case in a manner inconsistent with the terms
and provisions of this Agreement.


 


(e)           Unless
and until all Bank Obligations have been Fully Paid, the Administrative Agent
and the Lenders shall have the sole and exclusive right, subject to the rights
of the Borrower under the Loan Documents, to adjust settlement for any
insurance policy governing the Collateral in the event of any loss thereunder
and to approve any award granted in any condemnation or similar proceeding
affecting the Collateral.


 


Section 8.              [Reserved].


 


Section 9.              [Reserved].


 


Section 10.            Disclaimers, Etc.


 


(a)           Each
party executing this Agreement agrees, for itself and on behalf of the relevant
Secured Creditors, that (i) the Bank and Note Collateral Agent shall have
the right to act in the manner that the Instructing Group may direct
(regardless of whether any Secured Creditor or any holder represented thereby
agrees, disagrees or abstains with respect to such direction), (ii) the
Bank and Note Collateral Agent shall have no liability for acting in accordance
with such direction (provided such action does not, on its face,
conflict with the express terms of this Agreement) and (iii) no Secured
Creditor or any holder represented thereby shall have any liability to any
other Secured Creditor or any holder represented thereby for any such
direction.


 


(b)           For
the avoidance of doubt, Bank and Note Collateral Agent may at any time request
directions from the Instructing Group as to any course of action or other
matter relating hereto or as to any Security Document.  Except as otherwise expressly specified in
this Agreement, any such directions given by the Instructing Group shall be
binding on the Secured Creditors for all purposes as described in this
Agreement.


 


(c)           The
provisions of Article XI of the Security Agreement are incorporated herein
by reference thereto.


 


(d)           Notwithstanding
the use of the term “Agent” herein and/or in any Loan Document, it is expressly
understood and agreed that no Collateral Agent shall have any fiduciary
responsibilities to any Secured Creditor by reason of this Agreement, the
Security Agreement or any Loan Document and that each Collateral Agent is
merely acting as the contractual representative of the applicable Secured
Creditors with only those duties as are expressly set forth in this Agreement
and the Security Agreement and Mortgages, as the case may be.  In its capacity as the Secured Creditors’
contractual representative, no Collateral Agent assumes any fiduciary duties to
any of the Secured Creditors and each is acting as an independent contractor,
the rights and duties of which are limited to those expressly set forth in this
Agreement and the Security Agreement and Mortgages, as the case may be.  Each party


 


12





















 


hereto, for itself and on behalf of the relevant
Secured Creditors hereby agrees not to assert a claim against a Collateral
Agent on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each party hereto, on behalf of each
Secured Creditor, hereby waives.  In
addition, no Collateral Agent shall have any implied duties to any Secured Creditor
or any obligation to any Secured Creditor to take any action hereunder or under
the Security Agreement or Mortgage, except any action specifically provided
herein or therein to be taken by such Collateral Agent.


 


Section 11.            Notices of Default and of Payment
in Full of Indebtedness.  Each party hereto agrees to use reasonable
efforts to give to the others
copies of any written notices of default, termination, demand for payment,
redemption, acceleration, foreclosure, exercise of remedies and any other
written notice of a like nature, which may be given under or pursuant to the
terms of any of the applicable Loan Documents or the Senior Secured Notes
Indenture and of any notice contemplated under the definition of the term “Fully
Paid” herein, in each case concurrently with, or as soon as practicable after,
the giving of such notice to such party; provided, however, that
no failure of any party to give a copy of any such notice as provided herein
shall in any event affect the validity or effectiveness of the notice or render
the party liable to any other party in any respect or relieve any party of its
obligations and agreements contained herein; provided, further, however,
that in no event shall this Section 11 require the delivery of any
notices to Borrower.


 


Section 12.            Notices.  All notices
and communications hereunder shall be sent or delivered by mail, telecopier or
overnight courier service and all such notices and communications shall (i) in
the case of a notice or communication sent by mail, be effective three Business
Days following deposit with proper prepaid postage in the mail; (ii) in
the case of a notice or communication sent by telecopier, be effective when
sent, provided appropriate confirmation is received by the sender; and (iii) in
the case of a notice or communication sent by overnight courier, be effective
on the date of delivery.  All notices,
requests, demands or other communications shall be in writing and addressed as
follows:


 


(i)          If
to the Bank and Note Collateral Agent, Mortgagee or Administrative Agent:


 


Deutsche
Bank AG New York Branch

60 Wall Street, 2nd Floor

NYC60 - 0219

New York, New York 10005

Attention:  Chris Towery

Telephone No.:  (212) 250-0839

Telecopier No.:  (212) 797-0070


 


13





















 


with a
copy to:


 


Winston &
Strawn LLP

35 West Wacker Drive

Chicago, Illinois 60601

Attention:  Charles B. Boehrer

Telephone Number:  (312) 558-5600

Telecopier Number:  (312) 558-5700


 


(ii)           If
to the Senior Secured Notes Trustee:


 


HSBC
Bank USA, National Association


452
Fifth Avenue


Corporate
Trust


New
York, New York  10018

Attention:  Gloria Alli


Telephone:  (212) 525-1404

Telecopier No.:  (212) 525-1300


 


with a
copy to:


 


Pryor
Cashman Sherman & Flynn LLP 

410 Park Avenue 

New York, New York 10022

Attention:  Ronald T. Sarubbi
Telephone No.:  (212) 326-0490

Telecopier No.:  (212) 798-6307


 


or at such other address
or to any such successor or assign as any party may designate by notice to the
other party in accordance with the provisions hereof.  In the event that any Secured Creditor shall
be required by the Uniform Commercial Code or any other applicable law to give
notice to the Borrower or any other Secured Creditor of the intended
disposition of any Collateral, such notice shall be given as provided in the
Security Agreement and ten days notice shall be deemed to be commercially
reasonable.  Each Secured Creditor,
including the Senior Secured Notes Trustee, hereby appoints the Bank and Note
Collateral Agent as its agent and representative for purposes of giving and
receiving notices under the Security Documents.


 


(a)           Upon
written request from the Bank and Note Collateral Agent, the Senior Secured
Notes Trustee agrees to promptly notify the Bank and Note Collateral Agent of (i) the
aggregate amount of principal and interest outstanding and other amounts owing
with respect to the Senior Secured Notes and the amount, if any, then due and
payable under the Senior Secured Notes Indenture, as at such date as the Bank
and Note Collateral Agent may specify and (ii) any payment received by the
Senior Secured Notes Trustee to be applied to the principal of or interest on
the amounts due with respect to the Senior Secured Notes.


 


Section 13.            GOVERNING LAW.  THIS
AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
NEW YORK, 


 


14





















 


AND FOR ALL PURPOSES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE.


 


Section 14.            CONSENT TO JURISDICTION.  THE
PARTIES HERETO HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED WITHIN THE CITY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREE
THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT SHALL BE LITIGATED
IN SUCH COURTS.  EACH PARTY HERETO
ACCEPTS FOR AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, IN ANY SUCH ACTIONS OR PROCEEDINGS, THE EXCLUSIVE JURISDICTION
OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS AGREEMENT, AND WITH ANY JUDGMENT SUBJECT TO RIGHTS OF APPEAL IN THE
JURISDICTIONS SET FORTH ABOVE.


 


Section 15.            WAIVER OF JURY TRIAL.  THE
PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, OR ANY
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.  THE PARTIES HERETO ALSO WAIVE ANY BOND OR
SURETY OR SECURITY UPON SUCH BOND THAT MIGHT, BUT FOR THIS WAIVER, BE REQUIRED
OF THE PARTIES HERETO.  THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE
FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  THE PARTIES HERETO EACH ACKNOWLEDGE THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT
EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.  THE PARTIES HERETO FURTHER WARRANT AND
REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.  THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY
OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


Section 16.            Section Titles.  The section titles
contained in this Agreement are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the Agreement between the
parties hereto.


 


Section 17.            Counterparts.  This
Agreement and any amendments, waivers, consents or supplements may be executed
in any number of counterparts and by different parties


 


15





















 


hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all of which counterparts together shall constitute but one and the same
instrument.


 


Section 18.            Severability.  The
invalidity, illegality or unenforceability of any provision in or obligation
under this Agreement shall not affect or impair the validity, legality or
enforceability of the remaining provisions or obligations under this Agreement.


 


Section 19.            Assignment.  This
Agreement shall be binding upon, and inure to the benefit of, the Secured
Creditors and their respective successors and assigns regardless of whether
such successors or assigns are signatories hereto.  The term “Borrower” as used herein shall also
refer to the permitted successors and assigns of the Borrower, including,
without limitation, a receiver, trustee, custodian or
debtor-in-possession.  The Secured
Creditors shall have the right to assign, transfer or grant participations in
part or all of the senior debt owed to them, the security therefor and their
rights hereunder.  This Agreement shall
be binding upon and enure to the benefit of the Secured Creditors and their
successors and assigns.


 


Section 20.            Conflict with Other Agreements.  The parties
hereto agree that in the event of any conflict between the provisions of this
Agreement and the provisions of any Loan Document, the provisions of this
Agreement shall control.


 


Section 21.            Amendments and Waivers.  This
Agreement constitutes the entire agreement of the parties hereto with respect
to the subject matter hereof and does not affect any rights and remedies except
as expressly provided herein. This Agreement shall be amended, modified or
waived only with the written consent of the Bank and Note Collateral Agent
(with such written requisite consent of the Lenders as may be required pursuant
to Section 12.1 of the Credit Agreement), except that (i) written
consent of the Senior Secured Notes Trustee shall be required if the amendment,
modification or waiver or variance would materially adversely affect the rights
and benefits of the Senior Secured Notes Trustee or the Senior Secured
Noteholders in a different manner from the other Secured Creditors; and (ii) written
consent of the Borrower shall be required if the amendment, modification or
waiver would impose, or have the effect of imposing, on the Borrower more
restrictive covenants or greater obligations than those applicable to the
Borrower under this Agreement or any of the Loan Documents as of the date
hereof.  No waiver shall be deemed to be
made by either Collateral Agent of their respective rights hereunder, unless
the same shall be in writing signed by such Collateral Agent (acting in
accordance with this Section 21), and each waiver, if any, shall be
a waiver only with respect to the specific instance involved and shall in no
way impair the rights of such Collateral Agent, in any other respect at any
other time.


 


Section 22.            Miscellaneous.  This
Agreement is solely for the purpose of defining the relative rights and
priorities of the parties hereto and that of the Secured Creditors and their
respective successors and assigns with respect to the Collateral, and no other
Person shall have any right, benefit, priority or interest under, or because of
the existence of, this Agreement.  It is
expressly acknowledged and agreed that the Bank and Note Collateral Agent may
be referred to in one or more Security Documents by other defined terms,
including, without limitation, the “Collateral Agent” or “Security Trustee”.  No such use of such different terminology is
intended to affect the enforcement of this Agreement or any other Security


 


16





















 


Document.  This Agreement shall not inure to the benefit
of the Borrower nor to any Subsidiary of the Borrower, nor to their respective
successors and assigns.  The parties
hereto agree and acknowledge that they shall not challenge or question in any
proceeding the validity, perfection, priority or enforceability of this
Agreement, as a whole, or any term or provision contained herein.  Without limiting the terms of this Agreement,
the parties intend that this Agreement shall be enforceable in a bankruptcy
proceeding, including pursuant to Section 510(a) of the Bankruptcy
Code.


 


Section 23.            Termination. 
Upon the one hundred
twenty-first (121st) day after all
Bank Obligations have been Fully Paid, this Agreement shall immediately
terminate and cease to be effective and the Administrative Agent, the Lenders,
the Senior Secured Noteholders, the Senior Secured Notes Trustee, and the
Credit Parties shall be released from their respective obligations hereunder
(other than such obligations that by their terms are stated to survive the
termination of this Agreement); provided, however, (a) this
Agreement shall be automatically reinstated if at any time payment of, in whole
or in part, any of the Bank Obligations are challenged by the initiation of any
suit or proceeding by any party, or are rescinded or must otherwise be restored
or returned by the Administrative Agent or any Lender as a preference,
fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar
law, or under any other state or federal law, the common law or any ruling in
equity, all as though such payment had not been made, and in such event, all
reasonable documented costs and expenses (including, without limitation, any
reasonable documented legal fees and disbursements) incurred by the
Administrative Agent or any Lender in defending any such action or proceeding
or enforcing such reinstatement shall be deemed included as part of the Bank
Obligations, and the Administrative Agent, each Lender, the Senior Secured
Notes Trustee and the Senior Secured Noteholders shall each account for any
payments received in respect of the Collateral prior to such reinstatement and (b) immediately
after all Bank Obligations have been Fully Paid, the terms of this Agreement
shall no longer be applicable to restrict any action or failure to act by the
Senior Secured Notes Trustee and the Senior Secured Noteholders with respect to
the Collateral subject to the immediately preceding clause (a).


 


Section 24.            Effect of this Agreement.  Each party hereto hereby acknowledges
that this Agreement replaces in its entirety the Prior Intercreditor Agreement.


 


 


[signature pages follow]


 


17





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered by
their duly authorized representatives as of the day and year first above
written.


 


	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH,

  
	
   

  	
    as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marguerite Sutton

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Marguerite Sutton

  
	
   

  	
   

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH, 

    as Bank and Note Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marguerite Sutton

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Marguerite Sutton

  
	
   

  	
   

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH,

     as Mortgagee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marguerite Sutton

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Marguerite Sutton

  
	
   

  	
   

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION,

    as Senior Secured Notes Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank J. Godino

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Frank J. Godino

  
	
   

  	
   

  
	
   

  	
  Title: Vice President

  
					



 


A-1





















 


	
  Acknowledged and
  Agreed:

  	
   

  
	
   

  	
   

  
	
  HUNTSMAN INTERNATIONAL
  LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Sean Douglas

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: Sean
  Douglas

  	
   

  
	
   

  	
   

  
	
  Title: Vice
  President and Treasurer

  	
   

  
				



 


2