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Exhibit 10.1  


EXECUTION COPY  






 

AMENDED AND RESTATED CREDIT AGREEMENT  


 among  


 HUNTSMAN INTERNATIONAL LLC,  


 as the Borrower  


 HUNTSMAN INTERNATIONAL HOLDINGS LLC,  


 as a Guarantor  


 DEUTSCHE BANK TRUST COMPANY AMERICAS,  


 as Administrative Agent,  


 DEUTSCHE BANK SECURITIES INC.,  


 as Co-Lead Arranger and Joint Book Runner,  


 CITIGROUP GLOBAL MARKETS INC.,  


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


 JP MORGAN SECURITIES INC.,  


 as Co-Documentation Agent and Joint Book Runner,  


 UBS SECURITIES LLC,  


 as Co-Syndication Agent  


 CREDIT SUISSE FIRST BOSTON,  


 as Co-Documentation Agent  


 MERRILL LYNCH, PIERCE FENNER & SMITH INC.,  


 as Co-Documentation Agent  


 and  


 VARIOUS LENDING INSTITUTIONS  


 Dated as of July 13, 2004  


 



  






 
  
 

    TABLE OF CONTENTS    
    



	 
	 
	 
	 	Page

	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	 	1
	

 	

1.1	

Definitions	
 	

1
	

 	

1.2	

Accounting Terms; Financial Statements	
 	

37
	

ARTICLE II AMOUNT AND TERMS OF CREDIT	
 	

38
	

 	

2.1	

The Commitments	
 	

38
	

 	

2.2	

Notes	
 	

42
	

 	

2.3	

Minimum Amount of Each Borrowing; Maximum Number of Borrowings	
 	

43
	

 	

2.4	

Borrowing Options	
 	

43
	

 	

2.5	

Notice of Borrowing	
 	

43
	

 	

2.6	

Conversion or Continuation	
 	

44
	

 	

2.7	

Disbursement of Funds	
 	

45
	

 	

2.8	

[INTENTIONALLY DELETED.]	
 	

46
	

 	

2.9	

Pro Rata Borrowings	
 	

46
	

 	

2.10	

Amount and Terms of Letters of Credit	
 	

46
	

ARTICLE III INTEREST AND FEES	
 	

55
	

 	

3.1	

Interest	
 	

55
	

 	

3.2	

Fees	
 	

56
	

 	

3.3	

Computation of Interest and Fees	
 	

56
	

 	

3.4	

Interest Periods	
 	

56
	

 	

3.5	

Compensation for Funding Losses	
 	

57
	

 	

3.6	

Increased Costs, Illegality, Etc.	
 	

58
	

 	

3.7	

Replacement of Affected Lenders	
 	

60
	

ARTICLE IV REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS	
 	

61
	

 	

4.1	

Voluntary Reduction of Commitments	
 	

61
	

 	

4.2	

Mandatory Reductions of Commitments	
 	

62
	

 	

4.3	

Voluntary Prepayments	
 	

62
	

 	

4.4	

Mandatory Prepayments	
 	

63
	

 	

4.5	

Application of Prepayments	
 	

66
	

 	

4.6	

Method and Place of Payment	
 	

67
	

 	

4.7	

Net Payments	
 	

67
	 	 	 	 	 





i







 

	

ARTICLE V CONDITIONS OF CREDIT	
 	

70
	

 	

5.1	

Conditions Precedent to the Initial Borrowing	
 	

70
	

 	

5.2	

Conditions Precedent to All Credit Events	
 	

74
	

ARTICLE VI REPRESENTATIONS AND WARRANTIES	
 	

74
	

 	

6.1	

Corporate Status	
 	

75
	

 	

6.2	

Corporate Power and Authority	
 	

75
	

 	

6.3	

No Violation	
 	

75
	

 	

6.4	

Governmental and Other Approvals	
 	

75
	

 	

6.5	

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

76
	

 	

6.6	

Litigation	
 	

77
	

 	

6.7	

Disclosure	
 	

77
	

 	

6.8	

Use of Proceeds; Margin Regulations	
 	

78
	

 	

6.9	

Tax Returns and Payments	
 	

78
	

 	

6.10	

Compliance With ERISA	
 	

78
	

 	

6.11	

Ownership of Property	
 	

79
	

 	

6.12	

Capitalization of Holdings and the Borrower	
 	

80
	

 	

6.13	

Subsidiaries	
 	

80
	

 	

6.14	

Compliance With Law, Etc.	
 	

81
	

 	

6.15	

Investment Company Act	
 	

81
	

 	

6.16	

Public Utility Holding Company Act	
 	

81
	

 	

6.17	

Environmental Matters	
 	

81
	

 	

6.18	

Labor Relations	
 	

82
	

 	

6.19	

Intellectual Property, Licenses, Franchises and Formulas	
 	

82
	

 	

6.20	

Certain Fees	
 	

82
	

 	

6.21	

Security Documents	
 	

82
	

 	

6.22	

Subordination Provisions	
 	

83
	

 	

6.23	

Foreign Intercompany Loan Documents	
 	

83
	 	 	 	 	 



ii







 

	

ARTICLE VII AFFIRMATIVE COVENANTS	
 	

84
	

 	

7.1	

Financial Statements	
 	

84
	

 	

7.2	

Certificates; Other Information	
 	

85
	

 	

7.3	

Notices	
 	

86
	

 	

7.4	

Conduct of Business and Maintenance of Existence	
 	

88
	

 	

7.5	

Payment of Obligations	
 	

88
	

 	

7.6	

Inspection of Property, Books and Records	
 	

88
	

 	

7.7	

ERISA	
 	

88
	

 	

7.8	

Maintenance of Property, Insurance	
 	

90
	

 	

7.9	

Environmental Laws	
 	

90
	

 	

7.10	

Use of Proceeds	
 	

91
	

 	

7.11	

Additional Security; Further Assurances	
 	

91
	

 	

7.12	

End of Fiscal Years; Fiscal Quarters	
 	

93
	

 	

7.13	

Maintenance of Corporation Separateness	
 	

93
	

 	

7.14	

Foreign Subsidiaries Security	
 	

93
	

 	

7.15	

Certain Fees Indemnity	
 	

94
	

ARTICLE VIII NEGATIVE COVENANTS	
 	

95
	

 	

8.1	

Liens	
 	

95
	

 	

8.2	

Indebtedness	
 	

96
	

 	

8.3	

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

99
	

 	

8.4	

Dividends or Other Distributions	
 	

100
	

 	

8.5	

Limitation on Certain Restrictions on Subsidiaries	
 	

101
	

 	

8.6	

Issuance of Stock	
 	

102
	

 	

8.7	

Loans and Investments	
 	

102
	

 	

8.8	

Transactions with Affiliates	
 	

104
	

 	

8.9	

Lines of Business	
 	

105
	

 	

8.10	

Fiscal Year	
 	

105
	

 	

8.11	

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

105
	

 	

8.12	

Accounting Changes	
 	

106
	

 	

8.13	

Permitted Accounts Receivable Securitization	
 	

107
	 	 	 	 	 





iii







 

	

ARTICLE IX FINANCIAL COVENANTS	
 	

107
	

 	

9.1	

Capital Expenditures	
 	

107
	

 	

9.2	

Intentionally Omitted	
 	

108
	

 	

9.3	

Interest Coverage Ratio	
 	

108
	

 	

9.4	

Leverage Ratio	
 	

108
	

 	

9.5	

Maximum Cash Balances	
 	

108
	

ARTICLE X EVENTS OF DEFAULT	
 	

109
	

 	

10.1	

Events of Default	
 	

109
	

 	

10.2	

Rights Not Exclusive	
 	

112
	

ARTICLE XI THE ADMINISTRATIVE AGENT	
 	

112
	

 	

11.1	

Appointment	
 	

112
	

 	

11.2	

Nature of Duties	
 	

113
	

 	

11.3	

Exculpation, Rights Etc.	
 	

113
	

 	

11.4	

Reliance	
 	

114
	

 	

11.5	

Indemnification	
 	

114
	

 	

11.6	

The Administrative Agent In Its Individual Capacity	
 	

114
	

 	

11.7	

Notice of Default	
 	

114
	

 	

11.8	

Holders of Obligations	
 	

115
	

 	

11.9	

Resignation by the Administrative Agent	
 	

115
	

 	

11.10	

The Administrative Agent as English Trustee	
 	

115
	

 	

11.11	

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

116
	 	 	 	 	 



iv







 

	

ARTICLE XII MISCELLANEOUS	
 	

116
	

 	

12.1	

No Waiver; Modifications in Writing	
 	

116
	

 	

12.2	

Further Assurances	
 	

118
	

 	

12.3	

Notices, Etc.	
 	

118
	

 	

12.4	

Costs, Expenses and Taxes	
 	

119
	

 	

12.5	

Confirmations	
 	

121
	

 	

12.6	

Adjustment; Setoff	
 	

121
	

 	

12.7	

Execution in Counterparts	
 	

122
	

 	

12.8	

Binding Effect; Assignment; Addition and Substitution of Lenders	
 	

122
	

 	

12.9	

CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL	
 	

124
	

 	

12.10	

GOVERNING LAW	
 	

125
	

 	

12.11	

Severability of Provisions	
 	

125
	

 	

12.12	

Headings	
 	

125
	

 	

12.13	

Termination of Agreement	
 	

125
	

 	

12.14	

Confidentiality	
 	

125
	

 	

12.15	

Concerning the Collateral and the Loan Documents	
 	

126
	

 	

12.16	

Effectiveness	
 	

128
	

 	

12.17	

Registry	
 	

128
	

 	

12.18	

Accounts Receivable Securitization	
 	

129
	

ARTICLE XIII HOLDINGS GUARANTY	
 	

129
	

 	

13.1	

The Guaranty	
 	

129
	

 	

13.2	

Insolvency	
 	

130
	

 	

13.3	

Nature of Liability	
 	

130
	

 	

13.4	

Independent Obligation	
 	

130
	

 	

13.5	

Authorization	
 	

131
	

 	

13.6	

Reliance	
 	

131
	

 	

13.7	

Subordination	
 	

131
	

 	

13.8	

Waiver	
 	

132
	

 	

13.9	

Nature of Liability	
 	

132




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)	 	Description of Huntsman Agreements
	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 Domestic Revolving Note
	Exhibit 2.2(a)(4)	 	Form of Multicurrency Revolving Note
	Exhibit 2.2(a)(5)	 	Form of Swing Line Note
	Exhibit 2.5	 	Form of Notice of Borrowing
	Exhibit 2.6	 	Form of Notice of Conversion or Continuation
	Exhibit 2.10(b) - 1	 	Form of Letter of Credit Request
	Exhibit 2.10(b) - 2	 	Form of Letter of Credit Amendment Request
	Exhibit 4.7(d)	 	Form of Section 4.7(d)(ii) Certificate
	Exhibit 5.1(l)	 	Form of Vinson & Elkins L.L.P. Legal Opinion
	Exhibit 7.2(b)	 	Form of Officer's Certificate Pursuant to Section 7.2(b)
	Exhibit 8.7(i)	 	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)	 	Restructuring Description
	Schedule 2.10(k)	 	Outstanding Letters of Credit
	Schedule 5.1(d)(iii)	 	List of Foreign Intercompany Loan Security Document Deliveries
	Schedule 6.3	 	Approvals and Consents
	Schedule 6.4	 	Governmental Approval
	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 Holdings and 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 12.3	 	Notice Information




vii









 
 

AMENDED AND RESTATED CREDIT AGREEMENT    
    


        THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 13, 2004 and is made by and among Huntsman International LLC, a Delaware limited liability
company (the "Borrower"), Huntsman International Holdings LLC, a Delaware limited liability company
("Holdings"), the undersigned financial institutions, including Deutsche Bank Trust Company Americas, in their capacities as lenders hereunder
(collectively, the "Lenders," and each individually, a "Lender"), Deutsche Bank Trust Company Americas,
as Administrative Agent ("Administrative Agent") for the Lenders, Deutsche Bank Securities Inc., as Co-Lead Arranger, Citigroup
Global Markets Inc., as Co-Lead Arranger and Co-Syndication Agent, UBS Securities LLC, as Co-Syndication Agent, Credit Suisse First Boston, as
Co-Documentation Agent, JP Morgan Securities Inc., as Co-Documentation Agent and Merrill Lynch, Pierce Fenner & Smith Inc., as Co-Documentation
Agent (collectively, the "Agents" and each individually, an "Agent"). 


W I T N E S S E T H:  


        WHEREAS, the Borrower, Holdings, Administrative Agent and certain other financial institutions are party to that certain Credit Agreement dated as of
June 30, 1999 (as amended, restated or otherwise modified prior to the date hereof, the "Original Credit Agreement"); 


        WHEREAS,
Holdings and the Borrower have requested that the Lenders amend and restate the Original Credit Agreement to (i) restructure the outstanding term loans under the Original
Credit Agreement in a principal amount on the Amendment and Restatement Effective Date equal to $1,240,051,903.47 into a single term loan under this Agreement; (ii) make certain additional term
loans to the Borrower under this Agreement to refinance, in part certain outstanding revolving loans under the Original Credit Agreement; and (iii) restate and continue the domestic and
multicurrency revolving commitments outstanding under the Original Credit Agreement which new domestic and multicurrency revolving commitments shall provide liquidity for ongoing working capital and
general corporate needs of the Borrower and its Subsidiaries; 


        WHEREAS,
it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or evidence
repayment of any such obligations and liabilities and, subject to the last proviso of Section 12.19 hereof, that this Agreement amend and restate
in its entirety the Original Credit Agreement and re-evidence the obligations of Holdings and the Borrower outstanding thereunder; 


        WHEREAS,
the Administrative Agent and Lenders are willing to amend and restate the Original Credit Agreement for the purposes specified above and only on the terms and subject to the
conditions set forth herein; 


        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. 



        "Acquired Master Trust Receivables Pool" means any pool of "Receivables" or "Receivable Assets" (as defined in the Master Trust Pooling
Agreement) which derive from a business which has been acquired by Holdings or any Subsidiary of Holdings in connection with a stock, asset or other acquisition occurring after the Amendment and
Restatement Effective Date. 


        "Acquisition" has the meaning assigned to that term in Section 8.7(p). 


        "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 Senior Subordinated Note Documents" means the Additional Senior Subordinated Notes, the indenture under which the Additional
Senior Subordinated Notes are issued and all other documents evidencing, guaranteeing or otherwise governing the terms of the Additional Senior Subordinated Notes. 


        "Additional Senior Subordinated Notes" means the senior subordinated euro notes due no earlier than 2009 in an aggregate principal amount
of up to 250,000,000 Euros issued by the Borrower in a Rule 144A offering on terms which are substantially similar to the Original Senior Subordinated Notes (the
"Initial Euro Notes") and any senior subordinated euro notes with substantially identical terms to the Initial Euro Notes which are issued in exchange
for the Initial Euro Notes following the issuance of the Initial Euro Notes as contemplated by the Additional Senior Subordinated Note Documents. 


        "Additional Term Loan" has the meaning set forth in Section 2.1(a)(ii). 



        "Administrative Agent" has the meaning assigned to that term in the introduction to this Agreement and 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 corporation if such Person possesses, directly or
indirectly, the power to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation. 


        "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. 


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


        "Amendment and Restatement Effective Date" has the meaning assigned to that term in  Section 12.16. 


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


2







 



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 Domestic

Revolving Loans and

Multicurrency Revolving Loans
	 	Applicable

Base Rate

Margin for

Term B Dollar Loans
	 
	Less than or equal to 2.5 to 1	 	1.00	%	1.75	%
	Greater than 2.5 to 1 but less than or equal to 3.0 to 1	 	1.25	%	1.75	%
	Greater than 3.0 to 1 but less than or equal to 3.5 to 1	 	1.50	%	1.75	%
	Greater than 3.5 to 1 but less than or equal to 4.5 to 1	 	1.75	%	1.75	%
	Greater than 4.5 to 1	 	2.00	%	2.00	%






        "Applicable Commitment Fee Percentage" means at any date, the applicable percentage set forth in the following table opposite the phrase
"Average Utilization" as of such date: 



	Average Utilization
 
	 	Applicable Commitment

Fee Percentage
	 
	Equal to or greater than 50% of sum of Total Domestic Revolving Commitment plus Total Multicurrency Revolving Commitment	 	.500	%
	Less than 50% of sum of Total Domestic Revolving Commitment plus Total Multicurrency Revolving Commitment	 	.750	%






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


        "Applicable Eurocurrency Margin" means at any date, (i) with respect to the Term B Loan Facility, the applicable percentage set
forth in the following table under the column Applicable Eurocurrency Margin for Term B Loan Facility opposite the Most Recent Leverage Ratio on such date and (ii) with respect to Domestic
Revolving Loans and the Multicurrency Revolving Loans, the applicable percentage set forth in the following table under the column Applicable Eurocurrency Margin for Domestic Revolving Loans and
Multicurrency Revolving Loans opposite the Most Recent Leverage Ratio on such date: 



	Most Recent Leverage Ratio
 
	 	Applicable

Eurocurrency Margin

for Domestic

Revolving Loans and

Multicurrency Revolving Loans
	 	Applicable

Eurocurrency Margin

for Term B Loan Facility
	 
	Less than or equal to 2.5 to 1	 	2.25	%	3.00	%
	Greater than 2.5 to 1 but less than or equal to 3.0 to 1	 	2.50	%	3.00	%
	Greater than 3.0 to 1 but less than or equal to 3.5 to 1	 	2.75	%	3.00	%
	Greater than 3.5 to 1 but less than or equal to 4.5 to 1	 	3.00	%	3.00	%
	Greater than 4.5 to 1	 	3.25	%	3.25	%






        "Asset Disposition" means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions)
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 


3







 



by
Requirements of Law), property or other assets (each referred to for the purposes of this definition as a "disposition") by the Borrower or any of its Subsidiaries (other than in connection with a
Recovery Event); provided that a disposition permitted by Section 8.3(a) through  8.3(i) (other than a
Sale and Leaseback Transaction involving non-operating assets which occurs more than 120 days after the
acquisition of such assets) or Section 8.3(k) through 8.3(n) 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 Foreign Letter of Credit denominated in an
Alternative Currency, the Dollar Equivalent thereof based upon the applicable Exchange Rate as of (i) the date of issuance of such Letter of Credit, and (ii) 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 Sterling, Euros or another 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
Sterling, Euros or another 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, 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). 


        "Assignment and Assumption Agreement" means an Assignment and Assumption Agreement substantially in the form of  Exhibit 12.8(c) annexed hereto and made a part
hereof 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 Multicurrency Revolving Commitment" means, as to any Lender at any time an amount equal to the excess, if any, of
(i) such Lender's Multicurrency Revolving Commitment over (ii) the sum of (x) the aggregate Dollar Equivalent of the principal amount then outstanding of Multicurrency Revolving
Loans made by such Lender and (y) such Lender's Multicurrency Revolver Pro Rata Share of the Assigned Dollar Value of Multicurrency LC Obligations. 


        "Available Domestic Revolving Commitment" means, as to any Lender at any time an amount equal to the excess, if any, of (i) such
Lender's Domestic Revolving Commitment over (ii) the sum of (x) the aggregate principal amount then outstanding of Domestic Revolving Loans made by such Lender, (y) such Lender's
Domestic Revolver Pro Rata Share of the Assigned Dollar Value of Domestic LC 


4







 



Obligations
and the Assigned Dollar Value of Swing Line Loans then outstanding and (z) such Lender's Domestic Revolver Pro Rata Share of the Overdraft Reserve, if any, at such time. 


        "Available Unrestricted Subsidiary Investment Basket" means an amount equal to the Unrestricted Subsidiary Investment Basket less the sum
of the aggregate outstanding amount of Investments made in Permitted Unconsolidated Ventures or Unrestricted Subsidiaries pursuant to  Section 8.7(l). 


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


        "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. 


        "Base Rate" means the greater of (i) the rate most recently announced by DBTCA at its principal office as its "prime rate", which
is not necessarily the lowest rate made available by DBTCA or (ii) the Federal Funds Rate plus 1/2 of 1% per annum. The "prime rate" announced by DBTCA is evidenced by the
recording thereof after its announcement in such internal publication or publications as DBTCA may designate. Any change in the interest rate resulting from a change in such "prime rate" announced by
DBTCA 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 DBTCA.
DBTCA 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 a conversion on such date) and in the case of Eurocurrency Loans, as to which a single Interest Period is in effect, provided that Base
Rate Loans or Eurocurrency Loans incurred pursuant to Section 3.7 shall be considered part of any related Borrowing of Eurocurrency Loans. 


        "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 the Term B Euro Loan or non-Dollar denominated Multicurrency Revolving Loans, 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. 


5







 



        "BVBA Intercompany Obligations" loans or advances made by Huntsman (Europe) BVBA to any Foreign Subsidiary and by any Foreign Subsidiary
to Huntsman (Europe) BVBA in each case from time to time 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 equivalents (however
designated) of 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 such capital stock or other 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 or a European, Canadian or Japanese bank, in each case having capital, surplus and undivided profits of at least $100 million 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 331/3% 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 Federal Reserve 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 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 (i) prior to an Initial Public Offering, 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") shall cease to have the power, directly or indirectly, to vote or direct the voting of securities having at 


6







 



least
a majority of the ordinary voting power for the election of the directors of the Borrower or Huntsman LLC; and (ii) after an Initial Public Offering, 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 one or more members of the Huntsman Group or MatlinPatterson
Global Opportunities Partners L.P., or any Affiliate thereof, 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 LLC or any Parent Company; (y) the replacement of a majority of the Board of Managers of
Huntsman LLC or the Board of Directors of any Parent Company over a two-year period from the managers or directors who constituted the Board of Managers of Huntsman LLC or the Board of
Directors of any Parent Company, as the case may be, 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
Managers of Huntsman LLC or the Board of Directors of any Parent Company, as the case may be, then still in office who either were members of such Board of Directors or Board of Managers at the
beginning of such period or whose election as a member of such Board of Directors or Board of Managers was previously so approved or (B) have been elected or nominated for election by one or
more members of the Huntsman Group or (z) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), 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 passing of time), directly or indirectly, of a greater percentage of the then outstanding Voting Securities of Holdings than
that percentage held, collectively, by one or more members of the Huntsman Group. Change of Control shall also mean any "Change of Control" as defined in the Senior Subordinated Note Documents or
Senior Note Documents. 


        "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. 


        "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. 


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


        "Collateral Agent" means Deutsche Bank Trust Company Americas in its capacity as Collateral Agent under the Collateral Security Agreement
or any successor Collateral Agent. 


        "Commercial Letter of Credit" means any letter of credit or similar instrument issued for the account of the Borrower 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 Domestic Revolving Commitment, the Multicurrency Revolving
Commitment, Additional Term B Dollar Commitment, the Term B Dollar Commitment and the Term B Euro 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. 


        "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. 


7







 



        "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(o);
provided, however,
notwithstanding anything else herein to the contrary, any expenditures by the Borrower or any of its Subsidiaries that constitute Investments under the Unrestricted Subsidiary Investment Basket shall
be deemed to be Consolidated Capital Expenditures. Notwithstanding the foregoing, the Borrower may exclude, upon written notice to the Administrative Agent, Investments made under the Unrestricted
Subsidiary Investment Basket up to an aggregate amount equal to $35,000,000 from Consolidated Capital Expenditures. 


        "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. 


        "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 freely available and not subject to any Lien (other than a Lien in favor
of the Administrative Agent and/or the Collateral Agent) 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 of the Borrower and its
Subsidiaries 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) for any period which includes the Fiscal Quarters ending June 30, 2004, September 30, 2004 and/or
December 31, 2004 amortization of deferred financing costs related to the financings incurred in connection with the Original Credit Agreement which the Borrower or any Subsidiary of the
Borrower is required by GAAP to recognize during Fiscal Year 2004 due to the Borrower entering into this Agreement. For purposes of computing Consolidated EBITDA, 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 from the disposition of assets
other than in the ordinary course of business and shall include or exclude, as the case may be, without duplication, on a Pro Forma Basis 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. 


        "Consolidated Interest Expense" means, for any period, the sum of (x) 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 and (y) without duplication, any discount in respect of a sale 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. As used in this definition, the term "interest" shall 


8







 



include,
without limitation, any discount in respect of sales of accounts receivable and/or related contract rights during such period, all as determined in accordance with GAAP and the term
"discount" shall include any amounts which would be interest under GAAP if the Permitted Accounts Receivable Securitization were a debt financing 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. 


        "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 (i) 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, (ii) the net income (loss) of any Person acquired in a pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded and (iii) to the extent not otherwise included in net income of such Person, the amount of any cash distribution in excess of net income of LPC received from LPC
derived from operating cash flow of LPC (without giving effect to gains on asset dispositions, extraordinary items or liquidation) shall be added to net income. 



        "Consolidated Total Assets" means, with respect to any Person, the book value, determined on a consolidated basis in accordance with GAAP,
of all assets of such Persons and its Subsidiaries. 


        "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), waste, 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. 



        "Contribution Agreement" means the Contribution Agreement, dated April 15, 1999, and as amended and restated as of June 4,
1999, among Imperial Chemical Industries PLC, Holdings, the Borrower and HSCC, as the same may be amended, supplemented or otherwise modified from time in accordance with the terms hereof and thereof. 


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


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



        "Credit Party" means the Borrower, Holdings and any guarantor which may hereafter enter into a Guaranty with respect to the Obligations. 


        "Customary Permitted Liens" means: 



        (i)    Liens
for taxes 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 



9







 

commencement
thereof and (y) provision for the payment of all such taxes 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; 


        (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 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
$10,000,000 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 Holdings 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 (x) any proceedings commenced for the enforcement of such Liens shall have been suspended or are being contested in good
faith, (y) 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 (z) such
Liens do not relate to obligations exceeding $5,000,000 in the aggregate at any one time. 



10









   
        "DBTCA" means Deutsche Bank Trust Company Americas and its successors. 


        "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. 


        "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 Collateral Account" has the meaning assigned to that term in  Section 4.4(a). 



        "Domestic LC Obligations" means, at any time, an amount equal to the sum of (a) the sum of the aggregate Stated Amount of the then
outstanding Domestic Letters of Credit plus the aggregate Stated Amount of the then outstanding Domestic Supported Foreign LCs and (b) the sum of the Assigned Dollar Value of the aggregate
amount of drawings under Domestic Letters of Credit plus the Assigned Dollar Value of the aggregate amount of drawings under Domestic Supported Foreign LCs, in each case, which have not then been
reimbursed pursuant to Section 2.10(c). The Domestic LC Obligations of
any Domestic Revolving Lender at any time shall mean its Domestic Revolver Pro Rata Share of the aggregate Domestic LC Obligations outstanding at such time. 



        "Domestic Letter of Credit" means any Letter of Credit issued pursuant to  Section 2.10(a)(i). 


        "Domestic Revolver Pro Rata Share" means, when used with reference to any Domestic Revolving Lender and any described aggregate or total
amount, an amount equal to the result obtained by multiplying such described aggregate or total amount by a fraction the numerator of which shall be such Domestic Revolving Lender's Domestic Revolving
Commitment or, if the Revolver Termination Date has occurred, such Domestic Revolving Lender's then outstanding Domestic Revolving Loans and the denominator of which shall be the Domestic Revolving
Commitments or, if the Revolver Termination Date has occurred, all then outstanding Domestic Revolving Loans. 


        "Domestic Revolving Commitment" means, with respect to any Domestic Revolving Lender, the obligation of such Domestic Revolving Lender to
make Domestic Revolving Loans and to participate in Domestic Letters of Credit, Domestic Supported Foreign LCs 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 Domestic Revolving Commitment" as the same may be adjusted from time to time pursuant to the terms hereof and "Domestic Revolving
Commitments" means such commitments collectively, which commitments equal $325,000,000 in the aggregate as of the date hereof. 


        "Domestic Revolving Facility" means the credit facility under this Agreement evidenced by the Domestic Revolving Commitments and the
Domestic Revolving Loans. 


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


11







 



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


        "Domestic Supported Foreign LC" has the meaning assigned to that term in  Section 2.10(j). 



        "Domestic Subsidiary" means any Subsidiary other than a Foreign Subsidiary not a party to the Subsidiary Guaranty or a guaranty delivered
pursuant to Section 7.14(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 funds with the same investment advisor or that have an Affiliate of such investment advisor as
their investment advisor, which extends credit or buys loans in the ordinary course or any other Person approved by the Administrative Agent and the Borrower, such approval not to be unreasonably
withheld. 


        "Environmental Claim" means any notice of violation, claim, suit, demand, abatement order, or other order or direction (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, or
any other common law claims, indemnity, indirect or consequential damages, damage to the environment, nuisance, cost recovery, or any other common law claims, 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 (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, regulations,
orders, decrees, judgments, directives, or Environmental Permits and cleanup or 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 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
licenses, authorizations, or directions of any Government Authority or court,
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. 


12







 



        "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. 


        "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, the arithmetic average (rounded upwards, if necessary, to
the nearest 1/16 of 1%) of the offered quotation, if any, to first class banks in the New York interbank market by the Administrative Agent for non-U.S. deposits in Dollars of amounts in
immediately available funds comparable to the principal amount of the applicable Eurocurrency Loan of the Administrative Agent for which the Eurocurrency Rate is being determined with maturities
comparable to the Interest Period for which such Eurocurrency Rate will apply as of approximately 10:00 a.m. (New York City time) on the applicable Interest Rate Determination Date and
(ii) in the case of Euro and Sterling denominated Loans, the arithmetic average (rounded upwards, if necessary, to the nearest 1/16 of 1%) of the offered quotation, if any, to first class banks
in the London interbank market by the Administrative Agent for non-U.S. deposits in Euro or Sterling, as the case may be, of amounts in immediately available funds comparable to the
principal amount of the applicable Eurocurrency Loan of the Administrative Agent for which the Eurocurrency Rate is being determined with maturities comparable
to the Interest Period for which such Eurocurrency Rate will apply as of approximately 11:00 A.M. (London time) on the applicable Interest Rate Determination Date. In the case of Eurocurrency
Loans and Swing Line Loans maintained at the Quoted Rate, the cost of the Lenders of complying with any Mandatory Costs will be added to the interest rate computed in the manner set forth in  Schedule 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 the cost to the Lenders of complying with mandatory liquid asset and special deposit requirements, if any, of the Bank of England and/or the
Financial Services Authority or the European Central Bank or any successor body exercising their functions in this respect. 


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



        "Excess Cash Flow" means, for any Fiscal Year (commencing with the Fiscal Year ending December 31, 2004), an amount not less than
zero calculated as of the close of business on November 30 of each year, equal to (i) the sum of (x) the average daily aggregate Total Available Domestic Revolving Commitment and
Total Available Multicurrency Revolving Commitment during the 


13







 



period
of October 1 through and including November 30 of such year plus (y) the amount, if any, by which the actual average
Receivables Facility Attributed Indebtedness outstanding during the period of October 1 through and including November 30 of such year is less than the average available capacity for
Receivables Facility Attributed Indebtedness (which capacity, for purposes of this calculation, shall never exceed $325,000,000) to be outstanding during the same period  plus (z) the average daily
balance of cash, Cash Equivalents and the Dollar Equivalent as of November 30 of Foreign Cash Equivalents, held
during the period October 1 through and including November 30 of such year, less (ii) the sum of (w) the aggregate amount of
Net Sale Proceeds from Asset Dispositions during such Fiscal Year to the extent not reinvested prior to November 30 of such Fiscal Year, plus
(x) the aggregate amount of cash proceeds from Recovery Events received by the Borrower or any of its Subsidiaries during such Fiscal Year to the extent not reinvested prior to
November 30 of such Fiscal Year, plus (y) $450,000,000 plus (z) for purposes of
calculating Excess Cash Flow in Fiscal Years 2004 and 2005, the LDPE Capital Expenditure Reserve. 


        "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. 



        "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 Multicurrency Revolving Loans or Swing Line Loans in an Alternative Currency, the date which is three Business Days prior to such Borrowing,
(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. 



        "Existing Additional Term B Loan" means an "Additional Term B Loan" as defined in the Original Credit Agreement. 


        "Existing Additional Term C Loan" means an "Additional Term C Loan" as defined in the Original Credit Agreement. 


        "Existing Domestic Revolving Commitment" means any "Domestic Revolving Commitment" as defined in the Original Credit Agreement. 


        "Existing Domestic Revolving Lender" means any Lender party to this Agreement on the Amendment and Restatement Effective Date party to the
Original Credit Agreement as a Domestic Revolving Lender immediately prior to giving effect to this Agreement. 


        "Existing Multicurrency Revolving Commitment" means any "Multicurrency Revolving Commitment" as defined in the Original Credit Agreement. 


        "Existing Multicurrency Revolving Lender" means any Lender party to this Agreement on the Amendment and Restatement Effective Date party
to the Original Credit Agreement as a Multicurrency Revolving Lender immediately prior to giving effect to this Agreement. 


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        "Existing Term B Lender" means each Lender with an Existing Term B Loan and/or Existing Additional Term B Loan as listed on
Schedule 1.1 hereto or in the Master Assignment Agreement. 


        "Existing Term B Loan" means a "Term B Loan" as defined in the Original Credit Agreement. 



        "Existing Term C Lender" means each Lender with an Existing Term C Loan and/or Existing Additional Term C Loan as listed on
Schedule 1.1 hereto or in the Master Assignment Agreement. 


        "Existing Term C Loan" means a "Term C Loan" as defined in the Original Credit Agreement. 


        "Existing Term Loans" means with respect to any Term Lender (as such term is defined under the Original Credit Agreement), the aggregate
principal amount of such Lender's Existing Term B Loans, Existing Additional Term B Loans, Existing Term C Loans and Existing Additional Term C Loans outstanding immediately prior to the Amendment and
Restatement Effective Date (including any such loans assigned to such Term Lender pursuant to the Master Assignment Agreement). 


        "Facility" means any of the credit facilities established under this Agreement, i.e., the
Term B Dollar Facility, the Term B Euro Facility, the Domestic Revolving Facility or the Multicurrency Revolving Facility. 



        "Facing Agent" means each of DBTCA 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 DBTCA from three federal funds brokers of recognized standing
selected by DBTCA. 


        "Final Term B Dollar Allocation" means for any Existing Term B Lender and/or Existing Term C Lender, the amount of such Lender's Term B
Dollar Loans under this Agreement on the Amendment and Restatement Effective Date which shall be the amount specified on Schedule 1.1 hereto or as specified to such Lender in a written
confirmation delivered by the Administrative Agent on or prior to the Amendment and Restatement Effective Date but in no event in excess of the maximum amount which such Lender committed to purchase
in its executed commitment letter addressed to Deutsche Bank Securities, Inc. with respect to this Agreement. 



        "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. 


        "Foreign Factoring Transactions" means transactions (other than pursuant to any Permitted Accounts Receivable Securitization) for the sale
or discounting of the accounts receivable of a Foreign 


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Subsidiary
not party to any Foreign Intercompany Loan Document and/or 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. 


        "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; and (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, which promissory note shall be pledged as Collateral to the Administrative Agent. 


        "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 Holdings or one or more of its Subsidiaries or its Affiliates primarily for the benefit of employees of Holdings 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 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. 


        "Fund" means a Person that is a fund that invests in senior loans. 


        "GAAP" means generally accepted accounting principles in the U.S. 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, 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 


16







 



of
any Guarantee Obligation at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or determinable amount 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 reasonably anticipated liability (assuming full performance) in respect thereof. 


        "Guaranteed Creditors" means and includes (i) the Administrative Agent and the Lenders and (ii) each Person (other than any
Credit Party) which is a party to an Interest Rate Agreement or Other Hedging Agreement or an Overdraft Facility, in each case to the extent such Person constitutes a Secured Party. 



        "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 (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, (ii) the guaranty of Holdings contained in  Article XIII and (iii) each guaranty
delivered by a Foreign Subsidiary pursuant to  Section 7.14, in each case as the same may be amended, supplemented or otherwise modified from time to time. 



        "Holdings" has the meaning assigned to that term in the introduction to this Agreement. 


        "Holdings Zero Coupon Note Documents" means, collectively, the indenture and/or promissory note under which the Holdings Zero Coupon Notes
are issued and all other documents evidencing or otherwise governing the terms of the Holdings Zero Coupon Notes. 


        "Holdings Zero Coupon Notes" means, collectively, the Senior Discount Notes due 2009 and the Subordinated Discount Notes due 2009 to be
issued by Holdings pursuant to the Holdings Coupon Zero Note Documents and any notes into which any such Holdings Zero Coupon Notes may be exchanged or replaced pursuant to the terms of the indenture
pursuant to which such Holdings Zero Coupon Notes and any Permitted Refinancing Indebtedness with respect to the foregoing. 


        "HSCC" means Huntsman Specialty Chemicals Corporation, a Utah corporation. 


        "Huntsman Agreements" means, collectively, (i) each agreement listed on  Exhibit 1.1(c) and (ii) each other agreement entered into between Holdings and/or
the Borrower and any of their respective Subsidiaries on
the one hand and any Huntsman Affiliate on the other hand and contemplated by Schedule 5 of the Contribution Agreement so long as (x) the costs associated with 


17







 



such
agreement have been reflected in the Projections, (y) such agreements are consistent with the past practices of each such Person and (z) such agreements are not material to the
business of the Borrower. 


        "Huntsman Affiliate" means Huntsman LLC or any of its Affiliates (other than Holdings and its Subsidiaries). 



        "Huntsman LLC" means Huntsman LLC, a Utah limited liability company. 


        "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 Holland" means Huntsman Holland BV, a company organized under the laws of The Netherlands. 


        "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; 


        (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 



18







 




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 deferred taxes or
indebtedness of Borrower and/or its Subsidiaries (which indebtedness may not be secured except as permitted by Section 8.1(k)) incurred to
finance insurance premiums 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. 


        "Indebtedness to Remain Outstanding" shall have the meaning assigned to that term in  Section 6.5(d). 


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



        "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. 


        "Initial Public Offering" means an initial public offering of Huntsman LLC or Holdings. 


        "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(i); 


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


        "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 date upon which both the
Domestic Revolving Commitments and the Multicurrency Revolving Commitments have been terminated and the Domestic Revolving Loans and the Multicurrency Revolving Loans have been paid in full 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, 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. 


        "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 


19







 



kind
or description which are held for sale or lease or 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' business. 


        "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 to any other Person (other than
prepaid expenses or Accounts Receivable created or acquired in the ordinary course of business), including all Indebtedness to such Person arising from a sale of property by such 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 on a balance sheet prepared in accordance with GAAP) plus all additional
capital contributions or purchase price paid 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. 


        "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 2.10(e)(ii). 



        "LC Obligations" means, collectively, the Domestic LC Obligations and the Multicurrency LC Obligations. 


20









   
        "LDPE Capital Expenditure Reserve" means an amount but not less than zero equal to $110,000,000 less any Capital Expenditures made by the
Borrower or its Subsidiaries with respect to the New LDPE Facility. Borrower shall separately report the amount of all Capital Expenditures with respect to the New LDPE Facility at the time Borrower
is otherwise required to deliver its Compliance Certificates. 


        "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
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 to make available its portion of any Borrowing
when the conditions precedent thereto, in the determination of the Administrative Agent, have been met or to fund its portion of any unreimbursed payment under  Section 2.10(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 2.10(d), as a result of any takeover of
such Lender by any regulatory authority or agency. 


        "Letters of Credit" means, collectively, all Commercial Letters of Credit, Standby Letters of Credit and, in the case of a Letter of
Credit to be designated as a Multicurrency Letter of Credit, bank guarantees, in each case as issued pursuant to this Agreement, and "Letter of Credit"
means any one of such Letters of Credit. 


        "Letter of Credit Amendment Request" has the meaning assigned to that term in  Section 2.10(b). 



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


        "Letter of Credit Request" has the meaning assigned to that term in  Section 2.10(b). 



        "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, any filing or agreement to file a financing statement as debtor under the UCC or any similar statute (other than filings for which an agreement to release such statement has been
obtained and delivered to the Administrative Agent) other than to reflect ownership by a third party of property leased or consigned to the Borrower or any of its Subsidiaries under a lease or
consignment agreement which is not in the nature of a conditional sale or title retention agreement, any subordination arrangement in favor of another Person or any sale of receivables with recourse
against the seller or any Affiliate of the seller). 


        "Loan" means any Term B Dollar Loan, Term B Euro Loan, Domestic Revolving Loan, Swing Line Loan or Multicurrency Revolving Loan and
"Loans" means all such Loans collectively. 


        "Loan Documents" means, collectively, this Agreement, the Notes, each Letter of Credit, each Security Document, the Master Assignment
Agreement and all other agreements, instruments and documents executed in connection (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. 


21








 



        "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: 



        (a)   the
Mandatory Liquid Assets requirements of the Bank of England and/or the banking supervision or other costs of the Financial Services Authority as determined in
accordance with Schedule 1.1(b); and 


        (b)   any
other applicable regulatory or central bank requirement relating to any Loan made through a branch in the jurisdiction of the currency of that Loan. 




        "Master Assignment Agreement" means that certain Master Assignment Agreement dated as of the Amendment and Restatement Effective Date
among the Lenders party thereto, the Administrative Agent and the Borrower, as amended, restated or otherwise modified from time to time. 


        "Master Trust Participating Subsidiaries" means TAI, Huntsman Propylene Oxide Ltd., Huntsman International Fuels, L.P., Tioxide UK,
UK Petrochem and Huntsman Holland and any other Subsidiary of the Borrower which becomes party to the Master Trust Receivables Securitization after the Master Trust Receivables Securitization Closing
Date. 


        "Master Trust Pledge Agreement" means that certain Pledge Agreement by and between the Borrower and the Master Trust Receivables
Subsidiary in favor of the Administrative Agent on behalf of the Lenders, as amended. 


        "Master Trust Pooling Agreement" means that certain Pooling Agreement among the Master Trust Receivables Subsidiary, Huntsman (Europe)
B.V.B.A. and Chase Manhattan 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 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
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 or pledge of such Master Trust Receivables Facility Assets to one or more limited purpose financing companies, special purpose entities and/or other financial institutions,
in each case, on a limited recourse basis as to the Borrower and the Master Trust Participating Subsidiaries, as amended. 


        "Master Trust Receivables Securitization Closing Date" shall mean December 21, 2000. 


        "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 with the consent of the Administrative Agent, which consent shall not be unreasonably withheld. 


        "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, property, operations or prospects of the Borrower and its Subsidiaries 


22







 



taken
as a whole, (ii) the ability of Holdings or any Subsidiary of Holdings 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 rights or remedies of the Administrative Agent and the Lenders hereunder or thereunder. 


        "Material Agreement" means (i) any Contractual Obligation of Holdings 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 Senior Subordinated Notes, (iii) the UK Holdco Note, (iv) the Foreign Intercompany
Loan Documents, (v) the Agreements listed on Exhibit 1.1(c) and (vi) any material Contractual Obligation entered into in connection
with an Acquisition. 


        "Material Subsidiary" means any Subsidiary of the Borrower, the Consolidated Total Assets of which were more than 2% of the Borrower's
Consolidated Total 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 B Dollar Commitment, Term B Euro
Commitment, Domestic Revolving Commitment and Multicurrency 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. 


        "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 3,000,000 Euros, in the case of a Borrowing in Euros and (iii) with
respect to Swing Line Loans, $500,000 (or such other amount as the Swing Line Lender may agree.) 


        "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(c) 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(c)


        "Mortgaged Property" means the owned or leased real property subject to a US 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. 



        "Multicurrency 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 Multicurrency Letters 


23







 



of
Credit and (ii) the Assigned Dollar Value of the aggregate amount of drawings under Multicurrency Letters of Credit which have not then been reimbursed pursuant to  Section 2.10(c). The
Multicurrency LC Obligation of any Multicurrency Revolving Lender at any time shall mean the Dollar Equivalent of its
Multicurrency Revolver Pro Rata Share of the Assigned Dollar Value of the aggregate Multicurrency LC Obligations outstanding at such time. 


        "Multicurrency Letter of Credit" means any Letter of Credit issued pursuant to  Section 2.10(a)(ii). 


        "Multicurrency Revolver Pro Rata Share" means, when used with reference to any Multicurrency Revolving Lender and any described aggregate
or total amount, an amount equal to the result obtained by multiplying such described aggregate or total amount by a fraction the numerator of which shall be such Multicurrency Revolving Lender's
Multicurrency Revolving Commitment or, if the Revolver Termination Date has occurred, such Multicurrency Revolving Lender's then outstanding Multicurrency Revolving Loans and the denominator of which
shall be the Multicurrency Revolving Commitments or, if the Revolver Termination Date has occurred, all then outstanding Multicurrency Revolving Loans. 


        "Multicurrency Revolving Commitment" means, with respect to any Multicurrency Revolving Lender, the obligation of such Multicurrency
Revolving Lender to make Multicurrency Revolving Loans and participate in Multicurrency Letters of Credit, 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
Multicurrency Revolving Commitment" as the same may be adjusted from time to time pursuant to the terms hereof and "Multicurrency Revolving Commitments"
means such commitments collectively, which commitments equal $50,000,000 in the aggregate as of the date hereof. 


        "Multicurrency Revolving Facility" means the credit facility under this Agreement evidenced by the Multicurrency Revolving Commitments and
the Multicurrency Revolving Loans. 


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


        "Multicurrency Revolving Loan" and "Multicurrency Revolving Loans" have the meanings given
in Section 2.1(b)(ii). 


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


        "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 Offering Proceeds" means the proceeds received from (a) the issuance of any Capital Stock or (b) the incurrence of any
Indebtedness, in each case net of the actual liabilities for reasonably anticipated cash taxes in connection with such issuance or incurrence, if any, any underwriting, brokerage and other customary
selling commissions incurred in connection with such issuance or
incurrence, and reasonable legal, advisory and other fees and expenses, incurred in connection with such issuance or incurrence. 



        "Net Sale Proceeds" means, with respect to any Asset Disposition, 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 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 


24







 



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. 



        "New LDPE Facility" means the contemplated low density polyethylene plant to be located in the United Kingdom. 


        "New Term B Dollar Commitment" means, for any New Term B Dollar Lender, the amount set forth on  Schedule 1.1 hereto as such Lender's New Term B Dollar Commitment or,
 in the case of Rolling Term Lenders, the amount, if any, by which such
Lender's Final Term B Dollar Allocation exceeds the principal amount of such Lender's Existing Term Loans. 


        "New Term B Dollar Lender" means each Lender having a New Term B Dollar Loan Commitment as set forth on  Schedule 1.1 hereto and each Rolling Term Lender to the
extent that the Final Term B Dollar Allocation of such Rolling Term Lender exceeds the
principal amount of its Existing Term Loans. 


        "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 Revolving Notes, the Swing Line Note, the Multicurrency 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 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 Holdings, the Borrower and the Lenders from time to time. 



        "Obligations" means all liabilities and obligations of Holdings 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". 


        "Original Closing Date" means June 30, 1999. 


        "Original Senior Subordinated Note Documents" means the Original Senior Subordinated Notes, the indenture under which the Original Senior
Subordinated Notes are issued and all other documents evidencing, guaranteeing or otherwise governing the terms of the Original Senior Subordinated Notes. 


        "Original Senior Subordinated Notes" means the 101/8% Senior Subordinated Notes due 2009 in an aggregate principal amount
of $600,000,000 and 200,000,000 Euros issued by the Borrower in a Rule 144A offering (the "Initial Notes") and any senior subordinated notes with
substantially identical terms to the Initial Notes which are issued in exchange for the Initial Notes following the issuance of the Initial Notes as contemplated by the Original Senior Subordinated
Note Documents. 


        "Organizational Documents" means, with respect to any Person, such Person's memorandum, articles or certificate of incorporation, bylaws,
partnership agreement, limited liability company agreement, joint venture agreement or other similar governing documents and any document setting 


25







 



forth
the designation, amount and/or relative rights, limitations and preferences of any class or series of such Person's Capital Stock. 


        "Overdraft Facility" has the meaning assigned to that term in Section 8.2(o). 



        "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. 


        "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(o) exceeds $50,000,000 (or the Dollar Equivalent thereof). 



        "Parent Company" means each Person which owns, directly or indirectly, at least a majority of the voting interest under ordinary
circumstances of Huntsman LLC. 


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


        "Participating Subsidiary" means any Subsidiary of the Borrower that is a participant in a Permitted Accounts Receivable Securitization. 



        "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 Domestic Supported Foreign LC and a Multicurrency Letter of Credit, 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. 


        "Permitted Accounts Receivable Securitization" means any receivables financing program providing for the sale of Receivables Facility
Assets by the Borrower and its Participating Subsidiaries to the 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 sale, transfer, conveyance, lien or pledge of such Receivables Facility Assets to one or more limited purpose financing companies,
special purpose entities and/or other financial institutions, in each case, on a limited recourse basis as to the Borrower and the Participating Subsidiaries;  provided that any such transaction shall be
consummated pursuant to documentation in form and substance reasonably satisfactory to the Administrative
Agent, as evidenced by its written approval thereof. The Master Trust Receivables Securitization shall be considered a Permitted Accounts Receivables Securitization hereunder. 



        "Permitted Foreign Technology Licenses" has the meaning assigned to that term in  Section 8.3(g). 


        "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, 


26







 



(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 such Indebtedness; provided,
however, that any such refinancing Indebtedness shall (i) be issued by the same obligor as the Indebtedness being so refinanced 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; (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 (or, in the event the Holdings Zero Coupon Notes are being refinanced, in a principal amount (as
determined as of the date of the incurrence of such refinancing Indebtedness in accordance with GAAP) not exceeding the accreted amount on such date of the Holdings Zero Coupon Notes being so
refinanced); (iv) not have a Weighted Average Life to Maturity less than the Indebtedness being refinanced; (v) if the Indebtedness being refinanced is the Holdings Zero Coupon Notes, be
zero coupon Indebtedness; and (vi) be upon terms and subject to documentation which is in form and substance reasonably satisfactory to the Administrative Agent. 



        "Permitted Restructuring Charges" means any actual restructuring charges recorded by the Borrower and its Subsidiaries during Fiscal Years
2003, 2004 and 2005 in an aggregate amount for all such restructuring charges not to exceed $300,000,000 of which no more than $150,000,000 may be cash charges in connection with the restructuring of
certain Affiliates of the Borrower and its Subsidiaries as described on Schedule 1.1(c) hereto. 


        "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. 


        "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. 



        "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. 


27







 

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


        "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, a pro forma 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 the 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, and
(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 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. 



        "Pro Forma Period" has the meaning assigned to that term in Section 8.7(p). 


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


        "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 Permitted Accounts Receivable Securitization. 


        "Receivables Facility Assets" shall mean all Accounts Receivable (whether now existing or arising in the future) of the Borrower or any of
its Subsidiaries which are transferred to the Receivables Subsidiary pursuant to a Permitted Accounts Receivable Securitization, 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 including those set forth in
the Receivables Documents, 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 to the Receivables Subsidiary in respect of the Receivables Facilities Assets sold or transferred by it in connection with a Permitted Accounts Receivable Securitization (it being the intent of
the parties that the amount of Receivables Facility 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 Permitted Accounts Receivable Securitization if the same were structured as a secured lending agreement rather than a purchase agreement). 


        "Receivables Subsidiary Pledge Agreement" means the Collateral Security Agreement or such other pledge or security agreement in form
satisfactory to the Administrative Agent pursuant to which the 


28







 



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 Collateral Security Agreement, as such agreement may at any time be amended or modified in accordance with the terms thereof and in effect. 


        "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 a Permitted Accounts Receivable
Securitization; 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, the Administrative Agent may in its discretion permit the Borrower to form another type of entity in
such jurisdiction to serve as a Receivables Subsidiary as is
reasonable under the circumstances. The Master Trust Receivables Subsidiary shall be considered a Receivables Subsidiary hereunder. 



        "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. 


        "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. 


        "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 or into or out of any property of the Borrower or its Subsidiaries, or at any other location, including any location to
which the Borrower or any Subsidiary has transported or arranged for the transportation of any Contaminant, including the movement of Contaminants through or in the air, soil, surface water,
groundwater or property of the Borrower or its Subsidiaries or at any other location, including any location to which the Borrower or any Subsidiary has transported or arranged for the transportation
of any Contaminant. 


        "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 


29







 



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), Domestic Revolving Commitments (or, after the Total Domestic Revolving Commitment has been terminated, outstanding Domestic Revolving
Loans and Domestic Revolver Pro Rata Share of the Assigned Dollar Value of outstanding Swing Line Loans and the Assigned Dollar Value of Domestic LC Obligations) and Multicurrency Revolving
Commitments (or, after the Total Multicurrency Revolving Commitment has been terminated, the Assigned Dollar Value of outstanding Multicurrency Revolving Loans and the Assigned Dollar Value of
Multicurrency LC Obligations) constitute greater than 50% of the sum of (i) the total outstanding Dollar Equivalent amount of Term Loans of Non-Defaulting Lenders, (ii) the
Total Domestic Revolving Commitment less the aggregate Domestic Revolving Commitments of Defaulting Lenders (or, after the Total Domestic Revolving Commitment has been terminated, the total
outstanding Domestic Revolving Loans of Non-Defaulting Lenders and the aggregate Domestic Revolver Pro Rata Share of all Non-Defaulting Lenders of the total Assigned Dollar
Value of outstanding Swing Line Loans and the Assigned Dollar Value of Domestic LC Obligations at such time) and (iii) the Total Multicurrency Revolving Commitment less the aggregate
Multicurrency Revolving Commitments of Defaulting Lenders (or, after the Total Multicurrency Commitment has been terminated, the total Assigned Dollar Value of outstanding Multicurrency Revolving
Loans of Non-Defaulting Lenders and the aggregate Multicurrency Revolver Pro Rata Share of all Non-Defaulting Lenders of the total Assigned Dollar Value of outstanding
Multicurrency LC Obligations at such time). 


        "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. 


        "Restatement Required Lenders" means those Lenders constituting the "Required Lenders" under the Original Credit Agreement. 



        "Returns" has the meaning assigned to that term in Section 6.9. 


        "Revolver Termination Date" means September 30, 2008 or such earlier date as the Domestic Revolving Commitments and the
Multicurrency Revolving Commitments shall have been terminated or otherwise reduced to $0 pursuant to this Agreement. 


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



        "Rubicon" means Rubicon Inc., and its successors and assigns. 


30









  





        "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 Loan  



	Date
 
	 	Principal Payment

	June 30, 2005	 	1% of original principal amount of Term B Dollar Loans
	

June 30, 2006	
 	

1% of original principal amount of Term B Dollar Loans
	

June 30, 2007	
 	

1% of original principal amount of Term B Dollar Loans
	

June 30, 2008	
 	

1% of original principal amount of Term B Dollar Loans
	

June 30, 2009	
 	

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 Amendment and Restatement Effective Date set forth opposite thereto, as reduced from time to time pursuant to  Sections 4.3 and 4.4:



Scheduled Term B Euro Repayments  



	Date
 
	 	Repayment

	June 30, 2005	 	1% of original principal amount of Term B Euro Loans
	

June 30, 2006	
 	

1% of original principal amount of Term B Euro Loans
	

June 30, 2007	
 	

1% of original principal amount of Term B Euro Loans
	

June 30, 2008	
 	

1% of original principal amount of Term B Euro Loans
	

June 30, 2009	
 	

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





31







 

        "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. 


        "Securities Act" means the Securities Act of 1933, as amended. 


        "Security Documents" means, collectively the Collateral Security Agreement, the Mortgages and all other agreements, assignments, security
agreements, instruments and documents executed in connection therewith, 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 Holdings or any Subsidiary of Holdings 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. For purposes of this Agreement, "Security Documents"
shall also include the Master Trust Pledge Agreement. 


        "Senior Notes" means those senior unsecured notes of Borrower due no earlier than January 1, 2009 issued pursuant to the Senior
Note Documents. 


        "Senior Note Documents" means any indenture or other agreement to be entered into by Borrower, pursuant to which Borrower has or will
incur unsecured Indebtedness permitted by Section 8.2(u). 


        "Senior Subordinated Note Documents" means (i) the Original Senior Subordinated Note Documents; and (ii) the Additional
Senior Subordinated Note Documents. 


        "Senior Subordinated Notes" means (i) the Original Senior Subordinated Notes; and (ii) the Additional Senior Subordinated
Notes and, in each case, any Permitted Refinancing Indebtedness with respect thereto. 



        "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 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 


32







 




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 DBTCA as the spot rate for the purchase by DBTCA 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 for the account of the Borrower pursuant to this
Agreement, in form acceptable to the Facing Bank, 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 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 stock (or equivalent ownership or controlling interest) having 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 


33








 



otherwise
expressly provided, an Unrestricted Subsidiary shall not be considered a "Subsidiary" for purposes of this Agreement. 


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


        "Subsidiary Guarantor" means each Domestic Subsidiary of the Borrower (other than the Thai Holding Companies), TG, TAI and any Subsidiary
of the Borrower that becomes a party to the Subsidiary Guaranty or delivers a guaranty pursuant to Section 7.11 or  7.14. 


        "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 DBTCA in such capacity. 



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


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


        "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. 


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


        "Term B Dollar Commitment" means, with respect to any Term B Lender, its Final Term B Dollar Allocation as reflected in the Register 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 $1,305,000,000 in the aggregate
on the Amendment and Restatement Effective 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 (including, for purposes of clarification, the Converted Term Loans). 


        "Term B Dollar Lender" means any Lender which has a Term B Dollar Commitment or is owed a Term B Dollar Loan (or a portion thereof). 


        "Term B Dollar Loan" and "Term B Dollar Loans" have the meanings assigned to those terms
in Section 2.1(a) and for purposes of clarification, shall include any Additional Term Loans issued pursuant to  Section 2.1(a)(ii). 



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


        "Term B Dollar Pro Rata Share" means, when used with reference to any Term Dollar B Lender and any described aggregate or total amount, an
amount equal to the result obtained by multiplying such described aggregate or total amount by a fraction the numerator of which shall be such Term B Dollar Lender's then outstanding Term B Dollar
Loan and the denominator of which shall be all then outstanding Term B Dollar Loans. 


34







 



        "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 €50,000,000 Euros in the aggregate
on the Amendment and Restatement Effective 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. 


        "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). 


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


        "Term B Euro Pro Rata Share" means, when used with reference to any Term B Euro Lender and any described aggregate or total amount, an
amount equal to the result obtained by multiplying such described aggregate or total amount by a fraction the numerator of which shall be such Term B Euro Lender's then outstanding Term B Euro Loan
and the denominator of which shall be all then outstanding Term B Euro Loans. 


        "Term B Loan Maturity Date" means December 31, 2010; provided, that,
"Term B Loan Maturity Date" shall mean December 31, 2008 if, on or before December 31, 2008, the Borrower has not refinanced all of its
Senior Notes due March 31, 2009 and all of its Senior Subordinated Notes due July 1, 2009 on terms reasonably satisfactory to the Administrative Agent including maturity (which maturity
shall be no earlier than June 30, 2011). 


        "Term Facilities" means the Facilities under the Agreement with respect to the Term Loans, collectively. 


        "Term Loans" means the Loans 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 Effective Amount of all Loans under such Term Facility outstanding at such time and the denominator of which is equal to the aggregate Effective Amount of all Term Loans
outstanding at such time. 


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


        "TG" means Tioxide Group, a direct Subsidiary of the Borrower that is a private unlimited company incorporated under the laws of England
and Wales. 


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



        "Tioxide UK" means Tioxide Europe Ltd., a direct Wholly-Owned Subsidiary of UK Holdco 1 that is a private limited company
incorporated under the laws of England and Wales. 


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


35







 



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


        "Total Commitment" means, at the time any determination thereof is made, the sum of the Term B Dollar Commitments, the Term B Euro
Commitments, the Domestic Revolving Commitments and the Multicurrency Revolving Commitments at such time. 



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


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


        "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 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 December 31, 2003 of $1,479,100,000. 



        "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. 


        "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. 


        "UK Petrochem" means Huntsman Petrochemicals (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. 


        "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 set forth in Section 2.9(d). 


        "Unrestricted Subsidiary" means each of the Persons identified on Schedule 1.1(d)
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 and (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; provided,  however, that no Receivables Subsidiary may be
an Unrestricted Subsidiary. 


        "Unrestricted Subsidiary Investment Basket" means, as of any date of determination, an amount equal to the sum of
(i) $110 million plus (ii) the aggregate amount of Excess Cash Flow for each Fiscal Year ending on or after December 31,
2004 not required to be applied to prepay Term Loans pursuant to Section 4.4(d) plus (iii) after-tax amount of any cash
returns of principal or capital on Investments made pursuant to Section 8.7(l), 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 


36







 



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). 


        "Waivable Prepayment" has the meaning assigned to that term in Section 4.5(c). 



        "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 total of the product 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 making of such 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, 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 UK
Holdco 1 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. 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. 


        1.2    Accounting Terms; Financial Statements    


        All
accounting terms used herein but not expressly defined in this Agreement shall have respective meanings given to them in accordance with GAAP in effect on the date hereof in the
United States of America. Except as otherwise expressly provided herein (including without limitation, any modification to the terms hereof pursuant to  Section 8.12), 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 in the United States of America 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 in the United
States of America as in effect on the respective dates of their preparation. Unless otherwise provided for herein (including, without limitation, the definition of Wholly-Owned Subsidiary), 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, assets and liabilities attributable to any Person
which 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. 


37







 


 
 

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 Existing Term B Lender and Existing Term C Lender party to this Agreement on the Amendment and Restatement
Effective Date (each such Lender, a "Rolling Term Lender") agrees to convert (the "Existing Term Loan Conversion") its Existing Term Loans into new term
B loans under this Agreement in an amount equal to the lesser of (i) the outstanding principal amount of such Lender's Existing Term Loans or (ii) such Lender's Final Term B Dollar
Allocation (in each case, the "Converted Term Loans"); (B) each New Term B Dollar Lender agrees to make a new loan in Dollars (the
"New Term B Dollar Loans" and, together with the Converted Term Loans, the "Term B Dollar Loans") to the
Borrower on the Amendment and Restatement Effective Date in the aggregate principal amount of such Lender's New Term B Dollar Commitment; and (C) each Term B Euro Lender agrees to make a new
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 Amendment and Restatement Effective Date in the aggregate principal amount of such Lender's Term B Euro Commitment. To the extent that the Final Term B Allocation of any Rolling
Term Lender is less than the aggregate principal amount of such Lender's existing Term Loans, DBTCA hereby irrevocably agrees to purchase at par and assume such Existing Term Loans from such Lender
without recourse to such Lender (and such Lender hereby irrevocably sells and assigns such Loan to DBTCA) effective on the Amendment and Restatement Effective Date immediately prior to satisfaction of
the conditions set forth in Section 5.1 hereof. The foregoing purchase and sale is made subject to the standard terms and conditions for
assignment and assumption as set forth on Annex 1 to the Assignment and Assumption Agreement. On the Amendment and Restatement Effective Date, DBTCA shall deliver to such Lender in immediately
available funds the principal amount of such assigned Existing Term Loans together with accrued interest and fees as of such date. The Borrower, Administrative Agent and Lenders acknowledge and agree
that on the Amendment and Restatement Effective Date, after giving effect to the Existing Term Loan Conversion and the issuance of New Term B Dollar Loans and Term B Euro Loans, the aggregate Dollar
Equivalent principal amount of Term B Loans outstanding is equal to $1,366,641,000. No amount of a Term B Loan which is repaid or prepaid by Borrower may be reborrowed hereunder. The Term B Dollar
Loans (i) shall, in the case of the Restatement Term B Dollar Loans, be incurred by the Borrower pursuant to a single drawing, which shall be on the Amendment and Restatement Effective Date,
(ii) shall be denominated in Dollars, (iii) shall be Base Rate Loans 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, provided, that (x) 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 and (y) except as permitted by the Administrative Agent in its sole discretion, no
incurrences of, or conversions into, Term B Dollar Loans maintained as Eurocurrency Loans may be effected prior to the earlier of (A) the third day after the Amendment and Restatement Effective
Date and (B) the date the Administrative Agent notifies the Borrower that Eurocurrency Loans are available. The Term B Euro Loans (i) shall be incurred by the Borrower pursuant to a
single drawing, which shall be on the Amendment and Restatement Effective Date, (ii) shall be denominated in Euros, (iii) shall be made as Eurocurrency Loans,  provided, that all Term B Euro
Loans made by the Term B Euro Lenders 




38







 


pursuant
to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Euro Loans of the same Type. 


        (ii)   (A)
Borrower shall have the right at any time (so long as (x) no Unmatured Event of Default or Event of Default then exists and (y) 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) following the date on which the Administrative Agent has determined that the initial
syndication of the Loans and Commitments with respect to this Agreement has occurred to its satisfaction, 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, term loans and commitments to make term loans in Dollars in an aggregate principal amount not to exceed $200,000,000, which
loans may be incurred as one or more tranches of additional term loans (the "Additional Term Loans") as determined by Administrative Agent that are  pari passu in all respects to the Term B Dollar Loans made pursuant to Section 2.1(a)(i) under a
facility that would provide that the Additional Term Loans would 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; provided, that (i) the terms and conditions of any Additional Term Loans shall be
substantially similar to those applicable to the existing Term Loan Facilities and (ii) the 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 Additional Term Loans, but exclusive of any arrangement, structuring or other
similar fees payable in connection therewith that are not shared with all Lenders providing such Additional Term Loans) determined as of the initial funding date for such Additional Term Loans shall
not be 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 Additional Term 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). Notwithstanding anything else herein to the contrary, the proceeds of any
Additional Term Loans shall be solely for (i) Capital Expenditures otherwise permitted hereunder; (ii) repayment of secured Indebtedness of the Borrower; and (iii) to finance
Acquisitions permitted by Section 8.1(a) hereof. 



        (B)  In
the event that Borrower desires to incur Additional Term Loans, 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. 





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        (b)    Domestic Revolving Loans; Multicurrency Revolving Loans.    



        (i)    Domestic Revolving Loans.    Each Domestic 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 on a revolving basis from time to time during the Commitment Period, in an amount not to exceed its Domestic Revolver Pro Rata Share of the Total Available Domestic Revolving
Commitment (each such loan by any Lender, a "Domestic Revolving Loan" and collectively, the "Domestic Revolving
Loans"). All Domestic Revolving Loans comprising the same Borrowing hereunder shall be made by the Domestic Revolving Lenders simultaneously and in proportion to their
respective Domestic Revolving Commitments. Prior to the Revolver Termination Date, Domestic 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 Domestic Revolving Loans comprising the same Borrowing shall at all times be of the
same Type. For purposes of clarification, the parties hereto agree that (i) on the Amendment and Restatement Effective Date, the Domestic Revolving Commitments (as defined in the Original
Credit Agreement) under the Original Credit Agreement are reallocated as Domestic Revolving Commitments hereunder in the amounts set forth on  Schedule 1.1 to this Agreement and (ii) the Total
Domestic Revolving Commitments as of the Amendment and Restatement Effective Date after
giving effect to this Agreement are $325,000,000. Each Existing Domestic Revolving Lender on the Amendment and Restatement Effective Date agrees to continue its Existing Domestic Commitment as a
Domestic Revolving Commitment under this Agreement in the amounts set forth opposite such Lender's name on Schedule 1.1 to this Agreement under
the heading "Amount of Domestic Revolving Commitment". 



        (ii)    Multicurrency Revolving Loans.    Each Multicurrency 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, Sterling or Euros on a revolving basis from time to time during the Commitment Period, in an amount not to exceed its Multicurrency Revolver Pro Rata Share of the
Total Available Multicurrency Revolving Commitment (each such loan by any Multicurrency Lender, a "Multicurrency Revolving Loan" and collectively, the
"Multicurrency Revolving Loans"). All Multicurrency Revolving Loans comprising the same Borrowing hereunder shall be made by the Multicurrency Revolving
Lenders simultaneously and in proportion to their respective Multicurrency Revolving Commitments. Prior to the Multicurrency Revolver Termination Date, Multicurrency 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
Multicurrency Revolving Loans comprising the same Borrowing shall at all times be of the same Type. For purposes of clarification, the parties hereto agree that (i) on the Amendment and
Restatement Effective Date, the Multicurrency Revolving Commitments (as defined in the Original Credit Agreement) under the Original Credit Agreement are reallocated as Multicurrency Revolving
Commitments hereunder in the amounts set forth on Schedule 1.1 to this Agreement and (ii) the Total Multicurrency Revolving Commitments
as of the Amendment and Restatement Effective Date after giving effect to this Agreement are equal to the Dollar Equivalent of $50,000,000. Each Existing Multicurrency Revolving Lender on the
Amendment and Restatement Effective Date agrees to continue its Existing Multicurrency Commitment as a Multicurrency Revolving Commitment under this Agreement in the amounts set forth opposite such
Lender's name on Schedule 1.1 to this Agreement under the heading "Amount of Multicurrency Revolving Commitment". 




40







 






        (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 $25,000,000; provided, however, that in no event may the amount of any Borrowing of Swing
Line Loans (A) exceed the Total Available Domestic Revolving Commitment immediately prior to such Borrowing (after giving effect to the use of proceeds thereof) or (B) cause the
outstanding Domestic Revolving Loans of any Lender, when added to such Lender's Domestic Revolver Pro Rata Share of the then outstanding Swing Line Loans and Domestic Revolver Pro Rata Share of the
aggregate LC Obligations (exclusive of Unpaid Drawings relating to LC Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, Domestic Revolving Loans or Swing
Line Loans) to exceed such Lender's Domestic Revolving Commitment. Amounts borrowed by the Borrower under this Section 2.1(c)(i) may be repaid
and, to but excluding the Revolver Termination Date, reborrowed. Swing Line Loans (x) made in Dollars shall be maintained as Base Rate Loans and (y) made in an Alternative Currency shall
be maintained at the applicable Quoted Rate, and, notwithstanding Section 2.6, in each case shall not be entitled to be converted into any other
Type of Loan. 


        (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 Domestic Revolving Lender (including the Swing Line Lender) to make a Domestic
Revolving Loan in an amount equal to such Lender's Domestic Revolver 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 Domestic
Revolving Loan are then satisfied, each Lender shall make the proceeds of its Domestic 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 Domestic Revolving Loans shall be immediately applied to repay the Refunded
Swing Line Loans. 




41













  




        (iii)    Participation in Swing Line Loans.    If, prior to refunding a Swing Line Loan with a Domestic 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 Domestic 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
Lender will, on the date such Domestic 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 Domestic Revolver Pro Rata Share of the Dollar Equivalent of such Swing Line Loan. Upon request, each 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 Lender a Swing Line Loan Participation Certificate dated the date of
receipt of such funds and in such amount. 


        (iv)    Lenders' Obligations Unconditional.    Each Lender's obligation to make Domestic 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 be absolute and unconditional
and shall not be affected by any circumstance, including, without limitation,
(A) any set-off, counterclaim, recoupment, defense or other right which such 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 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 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 Lender shall be required to make a Domestic 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 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 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 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 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 



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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 Domestic 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, (4) if Multicurrency Revolving Loans, by a
promissory note (each, a "Multicurrency Revolving Note" and, collectively, the "Multicurrency Revolving
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 and (5) if Swing Line Loans, by a promissory note (each, a "Swing Line Note" and, collectively,
the "Swing Line Notes") duly executed and delivered by the Borrower substantially in the form of  Exhibit 2.2(a)(5) 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 (other than with respect to Swing Line Loans) by the Borrower hereunder shall be not less than the Minimum Borrowing Amount and, if
greater, 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 Euros, above such minimum (or, if less, the then Total Available Domestic Revolving Commitment or the Total Available Multicurrency Revolving Commitment, as
the case may be). 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    Borrowing Options    


        The
Term Loans, the Domestic Revolving Loans and the Multicurrency 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 Multicurrency Revolving Loans may only be made as Eurocurrency Loans. 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 12:00 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 12:00 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 confirmed in writing) given not later than 12:00 p.m. (New York 


43







 



time),
of each Loan denominated in an Alternative Currency; provided, however, that a Notice of
Borrowing with respect to Borrowings to be made on the date hereof 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 12:00 p.m. (New York
City time) on the date of Borrowing 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 and, with
respect to Eurocurrency Loans, the Interest Period to be applicable thereto and (iv) with respect to a Borrowing of Domestic 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 Domestic Revolver
Pro Rata Share thereof or Multicurrency Revolver Pro Rata Share, as the case may be, 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) or the respective Facing Agent (in the case of Letters of
Credit) 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, the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Amendment
and Restatement Effective Date and (y) the date the Administrative Agent notifies the Borrower that Eurocurrency Loans are available to convert Base Rate Loans or any portion thereof 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 for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or an integral
multiple 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 Euros, in each case in excess thereof. With respect to Euro or Sterling denominated Loans, the Borrower may elect to continue such Eurocurrency Loans or any portion thereof for an additional
Interest Period. Each conversion or continuation of Term B Dollar Loans shall be allocated among the Term B Dollar Loans of the Term B Dollar Lenders in accordance with their respective Term B Dollar
Pro Rata Shares. Each conversion or continuation of Term B Euro Loans shall be allocated among the Term B Euro Loans of the Term B Euro Lenders in accordance with their respective Term B Euro Pro Rata
Shares. Each conversion or continuation of Domestic Revolving Loans shall be allocated among the Domestic Revolving Loans of the Lenders in accordance with their respective Domestic Revolver Pro Rata
Shares. Each conversion or continuation of Multicurrency Revolving Loans shall be allocated among the Multicurrency Revolving Loans of the Lenders in accordance with their respective Multicurrency
Revolver 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 Multicurrency Revolving Loan) prior written notice thereof to the Notice Address
given not later than 12:00 p.m. (New York City time) 


44







 



specifying
(i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of 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 30 days for any Term B Euro Loan or non-Dollar denominated Multicurrency 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 Multicurrency 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 Term B Dollar Pro Rata Share of
Term B Dollar Loans, Term B Euro Pro Rata Share of Term B Euro Loans, Domestic Revolver Pro Rata Share of Domestic Revolving Loans and Multicurrency Revolver Pro Rata Share of Multicurrency Revolving
Loans, as the case may be, of 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, as the case may be, applicable during 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
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 


45







 

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 Term B Dollar Pro
Rata Share of all Term B Dollar Loans, its Term B Euro Pro Rata Share of all Term B Euro Loans, its Domestic Revolver Pro Rata Share of all Domestic Revolving Loans and its Multicurrency Revolver Pro
Rata Share of all Multicurrency Revolving 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 it has so
been deemed to have made. 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    [INTENTIONALLY DELETED.]    


        2.9    Pro Rata Borrowings    


        All
Borrowings of Term B Dollar Loans, Term B Euro Loans, Domestic Revolving Loans and Multicurrency Revolving Loans under this Agreement shall be loaned by the Lenders pro rata on the
basis of their Term B Dollar Commitments, Term B Euro Commitments, Domestic Revolving Commitments or Multicurrency Revolving Commitments, as the case may be. 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. 


        2.10    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 Amendment and Restatement Effective Date and to but not
including 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 Domestic Revolving Lenders (including the applicable Facing Agent), one or more Domestic Letters of Credit, each having a Stated Amount in Dollars, for the account of the Borrower in a Stated
Amount which together with the aggregate Stated Amount of other Domestic Letters of Credit then outstanding does not exceed One Hundred Million Dollars ($100,000,000);  provided, however, that a Facing Agent shall not issue or extend the expiration of any Domestic Letter
of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Domestic LC Obligations and the Multicurrency LC Obligations at such time would exceed One
Hundred Million Dollars ($100,000,000), or (B) the sum of the Domestic Revolving Loans, the Assigned Dollar Value of Swing Line Loans and the Domestic LC Obligations would exceed the Total
Domestic Revolving Commitment. Each Domestic Revolving Lender, severally, but not jointly, agrees to participate in each such Domestic Letter of Credit issued by the applicable Facing Agent in an
amount equal to its Domestic Revolver Pro Rata Share, and to make available to the applicable Facing Agent such Lender's Domestic Revolver Pro Rata Share of any payment made to the beneficiary of such
Domestic Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no
Domestic Revolving Lender shall be required to participate in any Domestic Letter of 




46







 


Credit
to the extent that such participation therein would exceed such Domestic Revolving Lender's Available Domestic Revolving Commitment then in effect. No Domestic Revolving Lender's obligation to
participate in any Domestic Letter of Credit or to make available to the applicable Facing Agent such Domestic Revolving Lender's Domestic Revolver Pro Rata Share of any Letter of Credit Payment made
by the applicable Facing Agent shall be affected by any other Domestic Revolving Lender's failure to participate in the same or any other Domestic Revolving Letter of Credit or by any other Domestic
Lender's failure to make available to the applicable Facing Agent such other Domestic Revolving Lender's Domestic Revolver Pro Rata Share of any Letter of Credit Payment. 


        (ii)   Subject
to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Amendment and Restatement Effective Date and to but not
including 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 Multicurrency 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 Multicurrency Letters of Credit then outstanding does not exceed Fifty Million Dollars ($50,000,000);  provided, however, that a Facing Agent shall not issue or extend the expiration of any Multicurrency
Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Domestic LC Obligations and the Multicurrency LC Obligations at such time would exceed
the Dollar Equivalent of One Hundred Million Dollars ($100,000,000) or (B) the sum of the Assigned Dollar Value of the Multicurrency Loans and the Multicurrency LC Obligations would exceed the
Total Multicurrency Revolving Commitment. Each Multicurrency Revolving Lender severally, but not jointly, agrees to participate in each such Multicurrency Letter of Credit issued by the applicable
Facing Agent in an amount equal to its Multicurrency Revolver Pro Rata Share and to make available to the applicable Facing Agent such Lender's Multicurrency Revolver Pro Rata Share of any payment
made to the beneficiary of such Multicurrency Letter of Credit to the extent not reimbursed by the Borrower; provided,  however, that no Multicurrency
Revolving Lender shall be required to participate in any Multicurrency Letter of Credit to the extent that such
participation therein would
exceed such Multicurrency Revolving Lender's Available Multicurrency Revolving Commitment then in effect. No Lender's obligation to participate in any Multicurrency Letter of Credit or to make
available to the applicable Facing Agent such Multicurrency Revolving Lender's Multicurrency Revolver Pro Rata Share of any Letter of Credit Payment made by the applicable Facing Agent shall be
affected by any other Multicurrency Revolving Lender's failure to participate in the same or any other Multicurrency Letter of Credit or by any other Multicurrency Revolving Lender's failure to make
available to the applicable Facing Agent such other Multicurrency Lender's Multicurrency Revolver Pro Rata Share of any Letter of Credit Payment. 


        (iii)  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 Revolver Termination Date and no Commercial
Letter of Credit or 




47







 





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. (London time, in the case of Multicurrency Letters of Credit, and New York time in the case of Domestic Supported Foreign LCs and Domestic Letters of Credit) on the date specified
for the giving of such notice. Each such notice (each, a "Letter of Credit Request") shall be in the form of  Exhibit 2.10(b)-1 hereto and shall
specify (A) the proposed issuance date and expiration date, (B) the name(s) of each
obligor with respect to such Letter of Credit, (C) the Borrower as the account party, (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 whether such proposed Letter of Credit will be designated a Domestic Letter of Credit, a Domestic Supported
Foreign LC or a Multicurrency Letter of Credit and (G) such other information as Facing Agent may reasonably request. In addition, each Letter of Credit Request 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 of Credit. Unless otherwise specified, all Letters of Credit will be governed by the "Uniform Customs and Practice for Documentary Credits" or, in the case of a
Multicurrency Letter of Credit that is a bank guarantee, the "Uniform Rules for Demand Guarantees" or applicable English law, in each case 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 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, made in the form of Exhibit 2.10(b)-2 hereto (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 



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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; 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 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 Domestic Revolving Loans (in the case of a Domestic LC Obligation) or Multicurrency Revolving Loans (in the case of a Multicurrency LC Obligation), the Borrower shall be deemed to have
timely given a Notice of Borrowing to the Administrative Agent requesting each Domestic Revolving Lender or Multicurrency Revolving Lender, as the case may be, to make Domestic Revolving Loans or
Multicurrency Revolving Loans, as the case may be, which are Base Rate Loans on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of 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 2.10(d) shall apply), each such Lender shall, on the date such drawing is honored, make
Domestic Revolving Loans or Multicurrency
Revolving Loans, as the case may be, which are Base Rate Loans in the amount of its Domestic Revolver Pro Rata Share or Multicurrency Revolving Loans in the amount of its Multicurrency Revolver Pro
Rata Share, as the case may be, 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 Domestic Revolving
Loans or Multicurrency Revolving Loans, as the case may be, 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 Domestic 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 2.10(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 Domestic Revolving Lender (in the case of a Domestic LC Obligation) or each Multicurrency Revolving Lender (in the case of a Multicurrency LC Obligation), of the unreimbursed amount of such
drawing and of such Lender's respective participation therein. Each such (x) Domestic Revolving Lender shall purchase a participation interest in such Domestic LC Obligation and shall make
available to the applicable Facing Agent an amount equal to its Domestic Revolver Pro Rata Share of the Dollar Equivalent of such drawing in same day funds, at the office of the applicable Facing
Agent specified in such notice, and (y) Multicurrency Revolving Lender shall purchase a participation interest in such Multicurrency LC Obligation and shall make available to the applicable
Facing Agent the Dollar Equivalent of an amount equal to its Multicurrency Revolver Pro Rata Share of such drawing in 



49







 




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 2.10(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 2.10(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 2.10(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 2.10(d) with respect to any Letter of
Credit issued by the applicable Facing Agent such other Domestic Revolving Lender's Domestic Revolver Pro Rata Share (in the case of a Domestic LC Obligation) or Multicurrency Revolving Lender's
Multicurrency Revolver Pro Rata Share (in the case of a Multicurrency LC Obligation) 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 Domestic Revolving Loans or Multicurrency Revolving Loans, as the case may be,
pursuant to Section 2.10(c) or to purchase participations pursuant to this Section 2.10(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 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 Domestic Revolving Loans or
Multicurrency Revolving Loans, as the case may be, under Section 2.10(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 Domestic Revolving Loans or Multicurrency
Revolving Loans, as the case may be, pursuant to Section 2.10(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 DBTCA as Facing Agent, a
facing fee equal to 1/8th of 1% per annum of outstanding LC Obligations and 





50







 






unless
otherwise agreed, shall be payable with respect to 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 DBTCA, the Borrower shall be obligated to pay such additional amount to DBTCA 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 Domestic Revolving Lender (with respect to Domestic Letters of Credit and Domestic Supported Foreign LCs) and Multicurrency Revolving Lender (with respect to Multicurrency Letters of
Credit) in respect of all Letters of Credit outstanding such Domestic Revolving Lender's Domestic Revolver Pro Rata Share or Multicurrency Revolving Lender's Multicurrency Revolving Pro Rata Share of
a commission equal to the then Applicable Eurocurrency Margin for Term B 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 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 2.10(e), the applicable Facing Agent or the Administrative
Agent shall
distribute to each Domestic Revolving Lender or Multicurrency Revolving Lender, as the case may be, its Domestic Revolver Pro Rata Share or Multicurrency Revolver 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 2.10(c). Amounts payable under
clause (i)(B) and (C) of this  Section 2.10(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 under Section 2.10(d) with respect thereto 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; 




51







 





        (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
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 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 



52







 




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 jurisdiction. The right of indemnification in the
first paragraph of this Section 2.10(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 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 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 Lender, or (ii) impose on the applicable Facing Agent or any 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 such 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 2.10(i). The
applicable Facing Agent or any Lender, upon determining that any additional amounts will be payable pursuant to this  Section 2.10(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 2.10(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 additional amounts pursuant to this  Section 2.10(i) for periods
occurring prior to the 180th 



53







 




day
before the giving of such notice. The certificate required to be delivered pursuant to this Section 2.10(i) shall, absent manifest error, be
final, conclusive and binding on the Borrower. 


        (j)    Domestic Supported Foreign LCs.    At the request of the Borrower, any Facing Agent having a Domestic Revolving
Commitment may in its sole discretion agree to issue for the ratable benefit of all Domestic Revolving Lenders (including the applicable Facing Agent) one or more Letters of Credit denominated in an
Alternative Currency (each a "Domestic Supported Foreign LC") otherwise on terms and subject to the provisions of this Agreement;  provided, however, that in the event of any notification of a drawing under any Domestic Support Foreign
LC, the Borrower shall reimburse the applicable Facing Agent in the applicable Alternative Currency on the applicable date such drawing is honored relating
to such payment (which shall be determined by the applicable Facing Agent in accordance with standard practices for transactions in such currency), whereupon such reimbursement shall be due on the
date such drawing is honored. In the event that the Borrower shall fail to so reimburse the applicable Facing Agent, then the applicable Facing Agent shall be entitled to be reimbursed hereunder in an
amount equal to the Assigned Dollar Value for such Letter of Credit Payment on the date such drawing is honored, and: 



        (i)    the
Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Domestic Revolving Lenders to make Domestic Revolving
Loans which are Base Rate Loans on the date on which such Domestic Support Foreign LC drawing is honored in an amount equal to the Dollar Equivalent of the amount drawn on such Domestic Supported
Foreign LC; and 


        (ii)   unless
any of the events described in Sections 10.1(e) or 10.1(f) shall
have occurred, the Domestic Revolving Lenders shall, on the date such drawing is honored, make Domestic Revolving Loans which are Base Rate Loans in the Dollar Equivalent amount of the amount drawn on
such Domestic Support Foreign LC, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such drawing;  provided,
however, that if for any reason, proceeds of Domestic Revolving Loans are not received by the
applicable Facing Agent on such date in an amount equal to such Dollar Equivalent amount, the Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date
of such drawing, in an amount in same day funds equal to the excess of the Dollar Equivalent amount of such Domestic Supported Foreign LC drawing over the amount of such Domestic Revolving Loans, if
any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a). 




        (k)    Outstanding Letters of Credit.    The letters of credit set forth under the caption "Letters of Credit
outstanding on the Amendment and Restatement Effective Date" on Schedule 2.10(k) were issued prior to the Amendment and Restatement Effective
Date and which will remain outstanding as of the Amendment and Restatement Effective 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 be deemed
to be Letters of Credit governed by the terms and conditions of this Agreement (provided, that the Borrower shall use its commercially reasonable
efforts to conform each such Outstanding Letter of Credit to the terms of this Agreement). Each Domestic Revolving Lender (with respect to Outstanding Letters of Credit denominated in Dollars) and
Multicurrency Revolving Lender (with respect to Outstanding Lenders of Credit denominated in an Alternative Currency) further agrees to participate in each such Outstanding Letter of Credit issued by
any Facing Agent in an amount equal to its Domestic Revolver Pro Rata Share or Multicurrency Revolver Pro Rata Share, as the case may be, of the Stated Amount of such Outstanding Letter of Credit. 



54








  



 
 

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 or (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 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 or (ii) the conversion of such Eurocurrency Loan to a Base Rate Loan pursuant to  Section 2.6
at a rate per annum equal to the relevant Eurocurrency Rate plus the Applicable Eurocurrency Margin.
 


        (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 last 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 Domestic Revolving Loans on the Revolver Termination Date and on all Loans and Multicurrency
Revolving Loans on the date of repayment (including prepayment) thereof (except that voluntary prepayments of Swingline Loans, Domestic Revolving Loans and Multicurrency Revolving Loans that are Base
Rate Loans made pursuant to Section 4.3 on any day other than a Quarterly Payment Date or the Revolver Termination Date need not be made with
accrued interest from the most recent Quarterly Payment Date, provided such accrued interest is paid on the next Quarterly Payment Date) and on the date of maturity (by acceleration or otherwise) of
such Loans. During the existence of 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 



55







 




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 Domestic Revolving Commitment (based on its Domestic Revolver Pro Rata Share) and/or a Multicurrency Revolving Commitment (based on its Multicurrency
Revolver Pro Rata Share) a commitment fee (the "Commitment Fee") for the period commencing on the Amendment and Restatement Effective Date to and
including the Revolver Termination Date or the earlier termination of the Domestic Revolving Commitments and the Multicurrency Revolving Commitments (and, in either case, repayment in full of the
Domestic Revolving Loans and/or the Multicurrency Revolving Loans and payment in full, or cash collateralization by the deposit of cash into the Domestic Collateral Account in amounts and pursuant to
arrangements reasonably satisfactory to the Administrative Agent, of the LC Obligations), computed at a rate equal to the Applicable Commitment Fee Percentage per annum on the average daily Total
Available Domestic Revolving Commitment (with the Available Domestic Revolving Commitment of each Lender determined without reduction for such Lender's Domestic Revolver Pro Rata Share of the
Overdraft Reserve and the Assigned Dollar Value of Swing Line Loans outstanding) and the daily Total
Available Multicurrency Revolving Commitment ("Average Utilization"), as the case may be. Unless otherwise specified, accrued Commitment Fees shall be
due and payable (i) on each Quarterly Payment Date occurring after the Amendment and Restatement Effective Date, (ii) on the Revolver Termination Date and (iii) upon any reduction
or termination in whole or in part of the Domestic Revolving Commitments and/or the Multicurrency Revolving Commitments, as the case may be (but only, in the case of a reduction, on the portion of the
Domestic Revolving Commitments and/or the Multicurrency Revolving Commitments, as the case may be, then being reduced). 


        (b)    Agency Fees.    The Borrower shall pay to the Administrative Agent for its own account, agency and other Loan
fees in the amount and at the times set forth in the letter agreement between the Borrower and the Administrative Agent. 




        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 366 days,
as the case may be. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in
the absence of manifest error. 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 Domestic 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 Eurocurrency Loans, the Borrower shall elect, by giving the Administrative Agent
written notice, the interest period (each an "Interest Period") 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 


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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 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)   no
Interest Period (a) with respect to any Loan (other than a Term B Euro Loan and a non-Dollar denominated Multicurrency Revolving Loans) may be
selected at any time when an Unmatured Event of Default or Event of Default is then in existence and (b) with respect to any Term B Euro Loan and non-Dollar denominated
Multicurrency Revolving Loan in excess of one month may be selected at any time when an Unmatured Event of Default or Event of Default is then in existence; 


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


        (vii) no
Interest Period in respect to any Borrowing of Term B Loans shall be selected which extends beyond any date upon which a mandatory repayment of such Term B Loans
will be required to be made under Section 4.4(c) if the aggregate principal amount of Term B 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 Amendment and
Restatement Effective 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) for 


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any
reason (other than a default by such Lender or the Administrative Agent) a continuation or Borrowing of, or conversion from or into, Eurocurrency Loans does not occur on a date specified therefor
in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn); (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. A written notice as to additional amounts owed such Lender under this  Section 3.5 and delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event and
shall, absent manifest error, 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. 


        3.6    Increased Costs, Illegality, Etc.    



        (a)    Generally.    Except as provided in Section 4.7, in the
event that any Lender shall have determined (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 changes 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 any 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 since 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 any 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 (iv)) 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 since 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 a 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 the making or continuance of any Eurocurrency Loan has been made (x) unlawful by any law or governmental rule, regulation or order,
(y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring
after the date of this Agreement which materially and adversely affects the interbank Eurocurrency market; 




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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 respect to
Eurocurrency Loans (other than with respect to conversions to Base Rate Loans) which have not yet been incurred (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 or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts
received or receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing 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; however the failure to give any such notice (unless the respective Lender has intentionally withheld or delayed
such notice, in which case the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 3.6 (a)(y) for
periods occurring prior to the 180th day before the giving of such notice) shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this  Section 3.6 (a)(y) 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 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 is then being made initially or
pursuant to a conversion, 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 (after the date of this Agreement) interpretation
or administration thereof by any Governmental Authority, central bank or comparable agency, 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 



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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 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 the 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 the basis for calculation of such additional amounts, although the failure to give any such notice (unless the respective Lender has intentionally withheld or delayed such notice, in which
case the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 3.6(c) for periods occurring prior to the
180th day before the giving of such notice) shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this  Section 3.6(c). 



        (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 branch or Affiliate 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. 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)   If
any Domestic Revolving Lender or Multicurrency 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 2.10(i), Facing Agent) is owed increased costs under  Section 2.10(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(c) to any Lender materially in excess of those to the other Lenders 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, if no Event of Default or Unmatured Event of Default then exists, to
replace such Lender (the "Replaced Lender") with one or more other Eligible Assignees, none of whom shall constitute a Defaulting Lender at the time of
such replacement (collectively, the "Replacement Lender") acceptable to the Administrative Agent,  provided 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 by, the Replaced Lender and (ii) all obligations of the Borrower owing
to the Replaced Lender (including, without limitation, such increased costs and excluding those specifically described in clause (i) 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 clauses (i) and (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 



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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 it has Letters of Credit outstanding hereunder unless arrangements satisfactory to, such Facing Agent (including the furnishing of a standby letter of credit in form
and substance, and issued by an issuer satisfactory to such Facing Agent or the depositing of cash collateral into the Domestic 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 Domestic Revolving Commitments,
the Multicurrency Revolving Commitments and/or, the Swing Line Commitment, as the case may be, in part or in whole; provided that (w) any such
voluntary termination of the Domestic Revolving Commitments and/or Multicurrency Revolving Commitments, as the case may be, shall apply to proportionately and permanently reduce the Domestic Revolving
Commitment and/or Multicurrency Revolving Commitments, as the case may be, of each Domestic Revolving Lender or Multicurrency Revolving Lender, as the case may be, (x) any partial voluntary
reduction 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 (y) any such voluntary termination of the Domestic Revolving Commitments shall occur simultaneously with a voluntary prepayment, pursuant to  Section 4.3 such that the total of the
Domestic Revolving Commitments shall not be reduced below the aggregate principal amount of outstanding
Domestic Revolving Loans plus the Assigned Dollar Value of the aggregate Domestic LC Obligations and the Assigned Dollar Value of the Swing Line Loans and (z) any such voluntary termination of
the Multicurrency Revolving Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 such that the total of the
Multicurrency Revolving Commitments shall not be reduced below the Assigned Dollar Value of the aggregate principal amount of outstanding Multicurrency Revolving Loans plus the aggregate Assigned
Dollar Value of the Multicurrency LC Obligations. 


        (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 Domestic Revolving Commitment and/or
Multicurrency Revolving Commitment of such Lender, so long as all Loans, together with accrued and unpaid interest, fees and all other amounts, due and owing to such Lender are repaid concurrently
with the effectiveness of such termination at which time Schedule 1.1 shall be deemed modified to reflect such changed amounts pursuant to  Section 4.3(b) and the Borrower cash collateralizes such Lender's Domestic Revolver Pro Rata Share of the Domestic LC Obligations and such
Lender's Multicurrency Revolver Pro Rata Share 



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of
the Multicurrency 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 Domestic Revolving Commitment and Multicurrency Revolving Commitments.    The Domestic Revolving
Commitments and Multicurrency 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 Amendment and Restatement Effective 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 Domestic Revolving Commitments pursuant to
this Section 4.2 shall apply proportionately to the Term B Dollar Commitment, the Term B Euro Commitment, the Domestic Revolving Commitment or
the Multicurrency Revolving Commitment, as the case may be, of each Lender. 


        (d)    Reduction of Commitments.    The Commitments will terminate in their entirety on July 13, 2004 unless
the Amendment and Restatement Effective Date has occurred on or before such date. 




        4.3    Voluntary Prepayments    



        (a)   The
Borrower shall have the right to prepay the Loans 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, Domestic Revolving Loans, Multicurrency 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 no partial prepayment of
Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the
outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) Eurocurrency Loans may only be prepaid pursuant to this  Section 4.3 on the last day of an Interest Period applicable thereto or on any other day subject to  Section 3.5; (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 (I) any Domestic Revolving Loans of a Defaulting Lender at any time when the aggregate
amount of Domestic Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Domestic Revolver Pro Rata Share of all Domestic Revolving Loans then
outstanding and (II) any Multicurrency Revolving Loans of a Defaulting Lender at any time when the aggregate amount of Multicurrency Loans of any Non-Defaulting Lender exceeds such
Non-Defaulting Lender's Multicurrency Revolver Pro Rata Share of all Multicurrency Loans then outstanding; (v) subject to  Section 4.5(c), each voluntary prepayment of 



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Term
Loans shall be applied first to the Scheduled Term Repayments due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be
applied in proportional amounts equal to the applicable Term Percentage of Term Loans (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). 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
Domestic Revolving Loans of any Domestic Revolving Lender
pursuant to this clause (b), the Domestic Revolving Commitment of such Domestic Revolving Lender is terminated concurrently with such repayment pursuant to  Section 4.1(b), (B) in the case
of the repayment of Multicurrency Revolving Loans of any Multicurrency Revolving Lender pursuant to this
clause (b), the Multicurrency Revolving Commitment of such Multicurrency Revolving Lender is terminated concurrently with such repayment pursuant to  Section 4.1(b) and (c) and (C) 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.    



        (i)    Prepayment of Domestic Revolving Loans Upon Overadvance.    The Borrower shall prepay the outstanding principal
amount of the Domestic Revolving Loans and Swing Line Loans on any date on which the Dollar Equivalent aggregate outstanding principal amount of such Loans together with the aggregate Domestic LC
Obligations (after giving effect to any other repayments or prepayments on such day) exceeds the Total Domestic Revolving Commitments in the amount of such excess. If, after giving effect to the
prepayment of all outstanding Domestic Revolving Loans and Swing Line Loans, the aggregate Domestic LC Obligations exceeds the Total Domestic Revolving Commitment then in effect, the Borrower shall
cash collateralize Domestic 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 Administrative Agent in an amount equal to the difference between the Assigned Dollar Value of such Domestic LC Obligations and the Total Domestic Revolving Commitment then in effect. The
Administrative Agent shall establish in its name for the benefit of the Domestic Revolving Lenders a cash collateral account (the "Domestic Collateral
Account") into which it shall deposit such cash to hold as collateral security for the Domestic LC Obligations. 




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        (ii)    Prepayment of Multicurrency Revolving Loans Upon Overadvance.    The Borrower shall prepay the outstanding
principal amount of Multicurrency Revolving Loans on any date on which the Assigned Dollar Value of all Multicurrency Loans outstanding together with the aggregate Assigned Dollar Value of the
aggregate Multicurrency LC Obligations (after giving effect to any other repayments or prepayments on such day) exceeds the Total Multicurrency 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, such repayment shall not be required to be made until four Business
Days after notice from the Administrative Agent and 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 Multicurrency Revolving Commitment. If, after giving effect to the prepayment of all outstanding Multicurrency Revolving Loans, the aggregate Assigned Dollar Value of Multicurrency LC
Obligations exceeds the Total Multicurrency Revolving Commitment then in effect, the Borrower shall cash collateralize such Multicurrency 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 Multicurrency LC Obligations and the Total Multicurrency Revolving Commitment then in effect. The Administrative Agent shall establish in its name for the benefit of the Multicurrency
Revolving Lenders a collateral account into which it shall deposit such cash to hold as collateral security for the Multicurrency 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.    On the first Business Day (or, in the case of an Asset
Disposition by a Foreign Subsidiary of the Borrower, such later date (but in any event not later than the 180th day) 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) after the date of receipt
thereof by Holdings, the Borrower and/or any of their Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than in connection with a Sale and Leaseback Transaction), an amount equal to
100% of the Net Sale Proceeds from such Asset Disposition shall be applied as a mandatory repayment of principal of the Term Loans pursuant to the terms of  Section 4.5(a), provided, that with
respect to no more than $30,000,000 in the aggregate of such Net Sale Proceeds in any Fiscal Year of the
Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that no Event of Default or Unmatured Event of Default then exists and 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 180 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 Term Loans are not so used (or contractually committed to be used) within such 180 day period as provided above, such remaining portion shall be applied on
the last day of the period as a mandatory repayment of principal of outstanding Term Loans as provided 



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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. After the prepayment in full of all Term Loans, the Borrower shall repay Domestic Revolving Loans and/or Multicurrency Revolving Loans, pro rata,
and thereafter, cash collateralize LC Obligations on the date of receipt of such proceeds by an amount equal to the lesser of (y) the amount of Domestic Revolving Loans and LC Obligations then
outstanding or (z) the remaining portion of such Net Sale Proceeds not used to repay Term Loans, and the Domestic Revolving Commitments and Multicurrency Revolving Commitments shall be
permanently reduced, pro rata, by that portion of Net Sale Proceeds not used to repay Term Loans. 


        (d)    Mandatory Prepayment With Excess Cash Flow.    On December 31st of each year, an amount equal to 75% of
Excess Cash Flow of the Borrower and its Subsidiaries for the Fiscal Year ended on such date shall be applied as a mandatory repayment of principal of the Term Loans pursuant to the terms of  Section 4.5(a); provided, that so long as no Event of Default or Unmatured Event of Default then
exists, if the Most Recent Leverage Ratio is less than 4.0 to 1.0, then, instead of 75%, an amount equal to 50% of Excess Cash Flow of the Borrower and its Subsidiaries for such Fiscal Year shall be
applied as a mandatory repayment of Term Loans as provided above in this Section 4.4(d). 


        (e)    Mandatory Payment With Proceeds of Capital Stock.    On the first Business Day after receipt thereof by
Holdings, the Borrower and/or any of their Subsidiaries, an amount equal to 50% of the Net Offering Proceeds of the sale or issuance of Capital Stock of (or cash capital contributions to) Holdings,
the Borrower or any of their Subsidiaries (other than (i) equity contributions to (x) Holdings by a Huntsman Affiliate or any member of Holdings that is a member of Holdings on the
Amendment and
Restatement Effective Date (or any assignee Affiliate of such member) or (y) the Borrower or any of its Subsidiaries made by Holdings or any of its Subsidiaries and (ii) dividends paid
in kind), shall be applied as a mandatory repayment of principal of the Term Loans pursuant to the terms of Section 4.5(a);  provided, that so long as
no Event of Default or Unmatured Event of Default then exists, if the Most Recent Leverage Ratio is less than 3.0:1.0, then,
no mandatory repayment of Term Loans as provided above shall be required. 


        (f)    Mandatory Payment With Proceeds of Sale and Leaseback Transaction.    On the Business Day of receipt thereof by
Holdings, the Borrower and/or any of their Subsidiaries, an amount equal to 100% of net cash proceeds from a Sale and Leaseback Transaction by Holdings, the Borrower or any of their Subsidiaries shall
be applied as a mandatory repayment of principal of the Term Loans pursuant to the terms of Section 4.5(a). 



        (g)    Mandatory Prepayment Upon Additional Issuance of Senior Debt or Senior Subordinated Debt.    On the Business
Day of receipt thereof by the Borrower, an amount equal to 100% of the Net Offering Proceeds of any subordinated Indebtedness permitted by  Section 8.2(t) hereof or the Net Offering Proceeds of any
Additional Senior Notes permitted by  Section 8.2(u) hereof (in each case, other than proceeds which constitute Permitted Refinancing Indebtedness) shall be applied as a mandatory
repayment of principal of the Term Loans pursuant to the terms of Section 4.5(a); provided, that the first $50,000,000 of such Net Offering
Proceeds may be used for general corporate purposes. 


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



        (i)    On
the Business Day of receipt by the Borrower or any of its Subsidiaries of cash proceeds from the sale or transfer of any Acquired Master Trust Receivables Pool, an
amount equal to 100% of such proceeds shall be applied as a mandatory prepayment of principal of Loans pursuant to the terms of Section 4.5(a). 




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        (ii)   In
the event that the Receivables Facility Attributed Indebtedness with respect to the Master Trust Receivables Securitization equals or exceeds $325 million,
then on the date of receipt of cash proceeds arising from such increased principal amount of the Master Trust Receivables Securitization, the Borrower shall, to the extent not previously prepaid
pursuant to this Section 4.4(h)(ii), prepay the principal of the Loans in an amount equal to such excess, with such amount applied pursuant to
the terms of Section 4.5(a); provided, however,
if the Receivables Facility Attributed Indebtedness with respect to the Master Trust Receivables Securitization exceeds the sum of $325 million due solely to the effect of a currency exchange
fluctuation, then the prepayment otherwise required by this Section 4.4(h)(ii) shall not be required unless such excess remains for a period
greater than thirty (30) consecutive days. 


        (iii)  An
amount equal to 100% of the initial net cash proceeds of any Permitted Accounts Receivable Securitization (other than the Master Trust Receivables Securitization),
and the initial net cash proceeds thereafter resulting from any additional receivable pools related to such Permitted Accounts Receivable Securitization, by the Borrower or any of its Subsidiaries
shall be applied as a mandatory repayment of principal of the Loans pursuant to the terms of Section 4.5(a). 




        (i)    Foreign Factoring Transactions.    On the Business Day of receipt thereof by Holdings, the Borrower and/or any
of their Subsidiaries, an amount equal to 100% of the proceeds of the Foreign Factoring Transactions shall be applied to reduce the outstanding Domestic Revolving Loans and Dollar Equivalent
Multicurrency Revolving Loans on a pro rata basis without a permanent reduction of the 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 Section 4.4 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 Domestic Revolving Loans and Multicurrency Revolving 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),
(f), (g) and (h) 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 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 



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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 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. 




        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 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. Except as provided in  Section 4.7(d), 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) a tax imposed on or measured by the overall net income (including a franchise tax based on
net income) of the lending office of the Lender in respect of which the payment is made by the jurisdiction in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing
authority thereof) in which its lending office is located, (ii) in the case of any Lender organized under the laws of any jurisdiction other than the 



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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 with respect to the Loan or portion thereof affected by such change, (iii) 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) and (iv) taxes to which the Lender becomes subject subsequent to the date referred to
in clause (iii) 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 (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through  (iv),
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. 


        (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 a receipt issued by such authority evidencing the payment to such authority of all amounts so required to be
deducted or withheld from such payment. 


        (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 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 



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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 in, 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 to 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. 



        (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 to such Lender or
Agent 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). 



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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 Amendment and Restatement Effective Date, of each of the following conditions: 



        (a)    Credit Agreement and Notes.    Holdings, 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.    The Borrower, Holdings and each Subsidiary Guarantor shall have duly
authorised, executed and delivered an Amended and Restated Collateral Security Agreement or reaffirmation agreement, as the case may be, 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 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 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 opinion of 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 the Collateral except to the extent evidencing Permitted Liens or
for which the Administrative Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for
filing); 


        (iii)  evidence
of the completion of all other recordings and filings of, or with respect to, the Collateral Security Agreement 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 or any other Security Document; and 


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




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



        (i)    fully
executed counterparts of amended deeds of trust, all in form and substance satisfactory to the Administrative Agent (the
"Mortgages"), which Mortgage shall cover the Real Property of the Borrower or a Domestic Subsidiary listed on  Schedule 6.21(c) and identified as a
mortgaged property (each, a "Mortgaged Property"), 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 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 judgment of the
Administrative Agent, to create a valid and enforceable first priority lien 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)  a
survey, in form and substance satisfactory to the Administrative Agent, of each Mortgaged Property located in Jefferson County, Texas, dated a date acceptable to the
Administrative Agent, certified by a licensed professional surveyor in a manner satisfactory to the Administrative Agent; 




        (d)    Documents.    The Borrower shall certify that each of the following shall remain in full force and effect and
have not been amended or modified: 



        (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
receiving an Intercompany Loan from UK Holdco 1 on the Original Closing Date; 


        (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(d)(iii); 


        (iv)  the
agreements listed on Schedule 5 of the Contribution Agreement executed and delivered on the Original Closing Date; 



        (v)   Charge
Over Shares, dated as of June 22, 2001, executed by Huntsman Texas Holdings LLC with respect to shares of TG owned by Huntsman Texas Holdings LLC; 




        (e)    Corporate Proceedings.    The Administrative Agent shall have received from each Credit Party a certificate,
dated the Amendment and Restatement Effective 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 



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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; 


        (ii)   The
ownership and capital structure (including without limitation, the terms of any capital stock, options, warrants or other securities issued by Holdings 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; 




        (f)    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. 


        (g)    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 Amendment and Restatement Effective 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); 



        (h)    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; 


        (i)    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; 


        (j)    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 with respect to any of the 



72







 




Indebtedness
to Remain Outstanding, or any other pending or threatened litigation which the Administrative Agent or the Required Lenders shall determine could reasonably be expected to have a Material
Adverse Effect; 


        (k)    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; 


        (l)    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 Amendment and Restatement Effective Date, which shall be in
substantially the form of Exhibit 5.1(l) and (ii) local counsel (in the United States and in England) an opinion addressed to the
Administrative Agent and each of the Lenders and dated the Amendment and Restatement Effective Date, in form and substance satisfactory to the Administrative Agent, covering the perfection of the
security interests granted pursuant to the Security Documents; 


        (m)    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
Original Credit Agreement as if paid in full; 


        (n)    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; 


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


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



        (q)    Debt Ratings.    Borrower shall have delivered to the Administrative Agent evidence of a rating of B1 or better
from Moody's and a rating of B or better from S&P; 


        (r)   Borrower,
Administrative Agent and the Lenders signatory thereto shall have executed and delivered the Master Assignment Agreement; 


        (s)    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; and 


        (t)    Reaffirmation of Subsidiary Guaranty.    The Administrative Agent shall have received a reaffirmation of the
Subsidiary Guaranty by the Subsidiary Guarantors on terms satisfactory to the Administrative Agent. 



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        5.2    Conditions Precedent to All Credit Events    


        The
obligation of each Lender to make Loans (including Loans made on the Amendment and Restatement Effective 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; Letter of Credit Request.    



        (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 Letter of Credit Request meeting the
requirements of Section 2.10(b); 




        (d)    Adverse Change.    At the time of each such Credit Event and after giving effect thereto, since the Amendment
and Restatement Effective Date, nothing shall have occurred (and the Lender shall not have become aware of any facts or conditions previously unknown) which has, or is reasonably likely to have, a
Material Adverse Effect; 


        (e)    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 Amendment and Restatement Effective 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 Amendment and Restatement Effective 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,
Holdings and the Borrower make the following representations and warranties as of the Amendment and Restatement Effective Date and as of the 


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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    



        Holdings
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 (if
applicable under applicable law) under the laws of the jurisdiction of its organization, (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) in each other jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except for such failure to
be so qualified which, in the aggregate, would not have a Material Adverse Effect. 


        6.2    Corporate Power and Authority    


        Holdings
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 action to authorize the execution, delivery and performance by it of each of such Documents. As of the Amendment and Restatement Effective Date (or such later date as
a Document is to be executed and delivered in accordance with the terms hereof) Holdings 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 Holdings and each 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 Holdings and each of its Subsidiaries pursuant to the terms of any material Contractual
Obligation to which Holdings and each 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 Holdings and each 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 Amendment and Restatement Effective Date or as set forth on Schedule 6.3. 


        6.4    Governmental and Other Approvals    


        Except
as set forth on Schedule 6.4 hereto and 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 Amendment and Restatement Effective
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 Amendment and Restatement
Effective Date), or exemption by, any Governmental Authority, is required to authorize, or is required in connection with, (i) the execution, delivery and 


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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)    The
balance sheet of the Borrower at December 31, 2001, 2002 and 2003 and March 31, 2004 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 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, 2001, 2002 and 2003 statements, have been examined by KPMG, independent certified public accountants, who delivered an unqualified opinion in respect thereto, and 


        (ii)   the
pro forma (after giving effect to this Agreement and the other transactions contemplated hereby) balance sheet as of
March 31, 2004 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 Amendment and Restatement Effective 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 Holdings and its Subsidiaries in connection
with the transactions contemplated hereby, Holdings 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
as of the Amendment and Restatement Effective 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 Holdings and its
Subsidiaries, taken as a whole. As of the Amendment and Restatement Effective Date, neither Holdings nor the Borrower knows of any basis for the assertion against Holdings 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) (other than, as to Holdings, the Holdings
Zero Coupon Notes) which, either individually or in the aggregate, could be material to Holdings and its Subsidiaries, taken as a whole. 



        (d)    Indebtedness.    Schedule 8.2(b) sets forth a true and
complete list of all Indebtedness (other than the Loans, the Letters of Credit, the Senior Notes, the Senior Subordinated Notes and the Holdings Zero Coupon Notes) of Holdings, the Borrower and its
Subsidiaries as of the Amendment and Restatement Effective Date, to the extent that, in each case, such Indebtedness is in excess of $250,000 (provided, that the aggregate principal amount of
Indebtedness not so listed does not exceed the Dollar Equivalent (as determined on the Amendment and Restatement Effective Date) of $2,500,000), in each case showing the aggregate principal amount
thereof (and 



76







 




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) or (r). 



        (e)    Projections.    On and as of the Amendment and Restatement Effective Date, the financial projections, attached
hereto as Schedule 6.5(e) (the "Projections") and each of the Projections delivered after the
Amendment and Restatement Effective Date pursuant to Section 7.2(e) 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 or which fail to take into account material information regarding the matters reported therein. On and as of the Amendment and Restatement Effective Date, the Borrower
believes that the Projections are reasonable and attainable, it being understood that uncertainty is inherent in any forecasts or projections and that no assurance can be given that the results set
forth in the Projections will actually be obtained. 


        (f)    No Material Adverse Change.    As of the Amendment and Restatement Effective Date and at any time thereafter,
there has been no material adverse change in the business, condition (financial or otherwise), assets, liabilities, property, operations or prospects of Holdings and its Subsidiaries (taken
as a whole) since December 31, 2003 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 Holdings or any of its Subsidiaries, threatened in writing against Holdings 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 Holdings, the Borrower or any of their 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 in accordance with applicable law)) 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 Holdings, the Borrower or any of their Subsidiaries in writing to any Lender for purposes of or in 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 Amendment and Restatement Effective Date, the Borrower has disclosed to the Lenders on or before the Amendment and Restatement Effective Date, all agreements, instruments and
corporate or other restrictions to which Holdings or any of its Subsidiaries is or will be subject as of the or the Amendment and Restatement Effective 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. 


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        6.8    Use of Proceeds; Margin Regulations    



        (a)    Term Loan Proceeds.    All proceeds of the Restatement Term B Dollar Loans and Restatement Term B Euro Loans
incurred on the Amendment and Restatement Effective Date shall be used by the Borrower (w) to refinance Existing Term B and Term C Loans, (x) to refinance a portion of the outstanding
revolving loans under the Original Credit Agreement, (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)    Domestic Revolving Loan Proceeds.    All proceeds of the Domestic Revolving Loans incurred hereunder shall be
used by the Borrower (x) to refinance, in part, a portion of the outstanding revolving loans under the Original Credit Agreement and (y) for ongoing working capital needs and general
corporate purposes (other than to voluntarily prepay Term Loans). 


        (c)    Multicurrency Revolving Loan Proceeds.    All proceeds of the Multicurrency Revolving Loans incurred hereunder
shall be used by the Borrower (x) to refinance, in part, a portion of the outstanding revolving loans under the Original Credit Agreement, and (y) for ongoing working capital needs and
general corporate purposes (other than to voluntarily prepay Term Loans). 



        (d)    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 Amendment and Restatement Effective Date. 


        (e)    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    


        Holdings
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 provided on the books of Holdings 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 Amendment and Restatement Effective 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 material liability of Holdings or any of its Subsidiaries for failure to comply with
the applicable provisions of ERISA and the Code; no Reportable Event which could reasonably be expected to 



78







 

result
in the termination of any Plan has occurred with respect to a Plan; to the best knowledge of Holdings and 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 Holdings nor any of its Subsidiaries nor any ERISA Affiliate has incurred any material 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; 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, and its Subsidiaries and its ERISA Affiliates would not have any material liability to all Plans which are 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; no Lien imposed under the Code or ERISA on the
assets of Holdings or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; and Holdings 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 material 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; (ii) with respect to each Foreign Pension Plan maintained
or contributed to by Holdings 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, and (y) that is not required by applicable law to be funded in a trust or other funding vehicle, reasonable 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 Holdings or any Subsidiary to any Foreign Pension Plan have been made within the time required by law or by the terms of such Foreign Pension Plan; and (iv) to the knowledge of Holdings
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 Holdings or any of its Subsidiaries could
have any material liability. 




        6.11    Ownership of Property    


        Holdings
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. The items of real and personal property (but excluding Intellectual Property) owned by, leased to
or used by Holdings and each of its Subsidiaries constitute all of the assets used in the conduct of such Person's business as presently conducted, and neither this Agreement nor any other Documents,
nor any transaction contemplated under any such agreement, will affect any right, title or interest of Holdings or any of its Subsidiaries in and to any of such assets in a manner that would have or
is reasonably likely to have a Material Adverse Effect. As of the Amendment and Restatement Effective Date, the Borrower and its 


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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 Holdings and the Borrower    


        On
the Amendment and Restatement Effective Date, the capitalization of Holdings and the Borrower will be as set forth on  Schedule 6.12(a) hereto. The Capital Stock of Holdings and the Borrower have
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 Holdings and the Borrower are subject to any
option, warrant,
right to call or commitment of any kind or character. A complete and correct copy of each of the operating agreements of Holdings and the Borrower in effect on the Amendment and Restatement Effective
Date has been delivered to the Administrative Agent. Except as set forth on Schedule 6.12(a), neither Holdings nor the Borrower has 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 (other than as set forth in the certificate of incorporation of the Borrower). Neither Holdings, the Borrower nor any of their 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 Amendment and Restatement Effective Date, all of the issued and outstanding shares of Capital Stock of Holdings and 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
Amendment and Restatement Effective 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). Holdings has no Subsidiaries except for Subsidiaries permitted to be created pursuant to this Agreement, the Borrower and those
Subsidiaries listed as on Schedule 6.13. 



        (b)    Capitalization.    All of the issued and outstanding Capital Stock of each Subsidiary of the Borrower is owned
as set forth on Schedule 6.13. All of the Capital Stock of each Subsidiary of the Borrower has been duly authorized and validly issued, 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. 



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        6.14    Compliance With Law, Etc.    


        Neither
Holdings, the Borrower nor any of their 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
Holdings, the Borrower nor any of their 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. 


        6.16    Public Utility Holding Company Act    


        Neither
Holdings, the Borrower nor any of their Subsidiaries is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended. 


        6.17    Environmental Matters    



        (i)    The
operations of and the real property owned or operated by Holdings 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) Holdings 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 Holdings 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 Holdings 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 Holdings or 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 regardless of whether the Release or substantial threat of
a material Release is occurring on Holdings' or any of its Subsidiaries' present or past properties or at any other location, in each case where such Release or substantial threat of a material
Release could reasonably be expected to have a Material Adverse Effect; (iv) neither Holdings nor any of its Subsidiaries has received any written notice or claim to the effect that Holdings 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 reasonably be expected to have a Material Adverse Effect, nor are there any facts or circumstances currently known to Holdings or any of its Subsidiaries that may reasonably be expected to
give rise to such an Environmental Lien. 



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        6.18    Labor Relations    


        Neither
Holdings, the Borrower nor any of their Material Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There
is (i) no significant unfair labor practice complaint pending against Holdings or any of its Subsidiaries or, to the best knowledge of Holdings and the Borrower, threatened against any of them
before 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 Holdings or any of its Subsidiaries or, to the best knowledge of Holdings and the Borrower, threatened against any of them and (ii) no significant
strike, labor dispute, slowdown or stoppage is pending against Holdings or any of its Subsidiaries or, to the best knowledge of Holdings and the Borrower, threatened against Holdings or any of its
Subsidiaries (with respect to any matter specified in clause (i) or (ii) above, either individually or in the aggregate) such as could reasonably be expected to have a Material Adverse
Effect. 


        6.19    Intellectual Property, Licenses, Franchises and Formulas    



        Each
of Holdings 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 Holdings 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 Holdings 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    



        Except
as disclosed to the Agents prior to the Amendment and Restatement Effective Date, no broker's or finder's fees or commissions or any similar fees or commissions will be payable by
Holdings, the Borrower or any of their 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 for the benefit of the Secured Parties pursuant to the Collateral Security Agreement, 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,
together with the filings of Form UCC-1 (or other similar filing, if any) in all relevant jurisdictions and delivery of all possessory collateral creates a first lien on, and security
interest in (or similar interest in respect of), all right, title and interest of Holdings 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 similar applicable
law) of the appropriate jurisdiction (or similar filings in each relevant jurisdiction) and 



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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. 


        (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, 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. 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 Original 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. 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 Documents, when executed, 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. 


        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). 


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ARTICLE VII    
    
    AFFIRMATIVE COVENANTS    
    


        The Borrower and Holdings hereby agree 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 and Holdings shall: 


        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 after
the end of each of the first full three Fiscal Quarters of each Fiscal Year of the Borrower, (i) the unaudited consolidated balance sheet of the Borrower and its consolidated subsidiaries as at
the end of such quarter and the related unaudited consolidated statements of income of the Borrower and its consolidated Subsidiaries for such quarter and the portion of the Fiscal Year through the
end of such quarter and the consolidated statements of cash flows for the portion of such Fiscal Year ended as of such quarter and in each case commencing with the fiscal quarter ending
June 30, 2004 setting forth comparative figures for the related periods in the prior Fiscal Year, and, if the Borrower has established any Unrestricted Subsidiaries, 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 such types of Subsidiaries, (ii) the unaudited consolidating balance sheets of the Borrower as at the end of such Fiscal Quarter and
the related unaudited consolidating statements of income of the Borrower and its Subsidiaries for such quarter and the consolidating statements of cash flows for the portion of such Fiscal Year ended
as of such quarter and in each case commencing with the Fiscal Quarter ending June 30, 2004 setting forth comparative figures for the related periods in the prior Fiscal Year and
(iii) the unaudited business segment footnote information, consistent with the requirements of GAAP, of the Borrower and its consolidated subsidiaries for such quarter and the position of the
Fiscal Year through the end of such quarter, and in each case commencing with the Fiscal Quarter ending June 30, 2004 setting forth comparative figures for the related periods in the prior
Fiscal Year. Each of the above items shall be in a form satisfactory to the Administrative Agent and certified by the Responsible Financial Officer of the Borrower, subject to normal
year-end audit adjustments; and 


        (b)    Annual Financial Statements.    As soon as available, but in any event not later than 90 days after the
end of each Fiscal Year of the Borrower, a copy of (i) the consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and consolidated statements of
income and of cash flows for such year, setting forth in each case, commencing for the year ending December 31, 2003, in comparative form the figures for the previous year and, if the Borrower
has established any Unrestricted Subsidiaries, 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 Section 7.1(b), accompanied by a report thereon of Deloitte & Touche or such other independent certified public accountants
of recognized national standing, which report shall contain no qualifications with respect to the continuance of the Borrower and its Subsidiaries as a going concern and shall state that such
financial statements present fairly the 



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financial
position of the 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, (ii) the
related consolidating balance sheets of the Borrower as at the end of such Fiscal Year and the related consolidating statements of income and of cash flows of the Borrower and its Subsidiaries for
such Fiscal Year through the end of such quarter, setting forth in each case commencing with the Fiscal Year ending December 31, 2003 in comparative form the figures for the previous year, all
of which shall be in a form satisfactory to the Administrative Agent and (iii) the related business segment footnote information, consistent with the requirements of GAAP, of the Borrower and
its consolidated subsidiaries for such Fiscal Year, setting forth in each case commencing with the Fiscal Year ending December 31, 2003 in comparative form the figures for the prior Fiscal
Year. Each of the above items shall be in a form satisfactory to the Administrative Agent and certified by a Responsible Financial Officer of the Borrower. 



        (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 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)    Monthly Financial Statements.    At any time the Most Recent Leverage Ratio is equal to or greater than 4.75 to
1.00, as soon as available, but in any event within 30 days after the end of each fiscal month of Borrower, abbreviated profit and loss statements on a consolidated and business segment basis
for the Borrower for such month and for the portion of the current Fiscal Year through the end of such month in each case setting forth comparative figures for the related periods in the prior Fiscal
Year all in form reasonably satisfactory to Administrative Agent which shall be certified by a Responsible Financial Officer of Borrower, subject to normal year-end audit adjustments. 




        7.2    Certificates; Other Information    


        Furnish
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), 7.1(b) and 7.1(c)
, a certificate of a Responsible Financial Officer (I) substantially in the form of  Exhibit 7.2(b) 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 



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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; 


        (d)    Management Letters.    Promptly after receipt thereof, a copy of any "management letter" received by 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 the Borrower may make to, or file with the SEC or any successor or analogous Governmental Authority; 



        (g)    Insurance.    Prior to the Amendment and Restatement Effective 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; and 


        (i)    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 three 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 an 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: 



        (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 



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amount
involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $15,000,000 or more, (ii) with respect to any Document or any material
Indebtedness 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 $5,000,000 or a fine or penalty in excess of $3,000,000: (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 removal 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. 


        (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 the Contribution
Agreement, the Senior Subordinated Note Documents, the Holdings Zero Coupon Notes, the Limited Liability Company Agreement of Holdings and 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 Holdings and of the Borrower, only to the extent required under applicable law to be delivered to the members of Holdings and 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. 



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        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 corporate 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
neither the Borrower nor any of its Subsidiaries shall be required to pay or
discharge any such material tax, assessment, charge, levy or claim 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. 




        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 at the reasonable request of such Lender made to the Borrower and upon reasonable notice, 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 



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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, (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 Holdings, or any Subsidiary of Holdings (including,
but not limited to, 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 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 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 Holdings or any
Subsidiary of Holdings 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. 




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        (b)   Holdings
shall, and shall cause each of its Subsidiaries to, establish, maintain and operate all Foreign Pension Plans in compliance in all material respects with all
laws, regulations and rules applicable thereto and the respective requirements of the governing documents for such Plans. 




        7.8    Maintenance of Property, Insurance    



        (i)    Keep,
and cause each of its Subsidiaries to 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(b), (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 Lenders
(including, without limitation, by naming the Administrative 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 Amendment and Restatement Effective 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 all applicable 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 regularly 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 applicable 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 anticipated 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 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 that (a) 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. 



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        (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 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, (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 Amendment and Restatement Effective 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 after request by the Administrative Agent with respect to
any other after acquired collateral deemed material by the Administrative Agent or Required Lenders, the Borrower and Holdings will, and will cause each of their respective Domestic Subsidiaries
(including the Borrower) 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
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 Guarantees.    The Borrower agrees to cause each Domestic Subsidiary (other than a Receivables
Subsidiary) to execute and deliver the Subsidiary Guarantee Agreement (or a supplement thereto) promptly, and in any event, within 30 days of such Person's having become a Domestic 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 Amendment and Restatement Effective Date to the Collateral Agent for the benefit of the Secured Parties pursuant 



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to
the Collateral Security Agreement promptly, and in any event, within 30 days of the creation of such new Subsidiary. 


        (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 a first priority Lien (subject to Permitted Liens) on all property (tangible and intangible) of
such Domestic Subsidiary by executing and delivering an agreement substantially in the form of Exhibit A to the Collateral Security Agreement, or
such other security agreement 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 action
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 by the Borrower or a Domestic Subsidiary of each domestic Unrestricted Subsidiary (or 65% in the case of first-tier Foreign
Subsidiaries) to the Collateral Agent for the benefit of the Secured Parties pursuant to the Collateral Security 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 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 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, title surveys, real estate appraisals satisfying any Requirements of Law,
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. 



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        7.12    End of Fiscal Years; Fiscal Quarters    


        Cause
each of its and 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    Maintenance of Corporation Separateness    


        Holdings
will, and will cause each of its Subsidiaries to, satisfy customary corporate (or other similar) formalities, including the maintenance of corporate (or other similar) records.
Neither Holdings, the Borrower nor any Subsidiary of the Borrower shall make any payment to a creditor of any Huntsman Affiliate in respect of any liability of any of the foregoing, and no bank
account of Holdings or the Borrower shall be commingled with any bank account of any Huntsman Affiliate. Any financial statements distributed to any creditors of Holdings or the Borrower shall, to the
extent permitted by GAAP, clearly establish the corporate separateness of the Huntsman Affiliates from Holdings and each
of Holdings' Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of
any Huntsman Affiliate on the one hand and of Holdings, the Borrower or any Subsidiary of the Borrower on the other hand being ignored, or in the assets and liabilities of the Borrower or any
Subsidiary of the Borrower being substantively consolidated with those of any Huntsman Affiliate in a bankruptcy, reorganization or other insolvency proceeding. 



        7.14    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 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 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)   The
Borrower will cause any Foreign Subsidiary created or acquired after the Amendment and Restatement Effective Date 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 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, an "Amendment and Restatement
Effective 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 an
Amendment and Restatement Effective Date Country on the Original Closing Date; and provided further, that the Administrative Agent shall not require a
Foreign Subsidiary organized under the laws of a jurisdiction other than an Amendment and Restatement Effective 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 Total 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  



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 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 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 30 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 662/3% 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 Holdings
pursuant to the Limited Liability Company Agreement of the Borrower or to the members of Holdings pursuant to the Limited Liability Company Agreement of Holdings), 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 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, in each case with all documents delivered pursuant to this  Section 7.14 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. 




        7.15    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. 


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ARTICLE VIII    
    
    NEGATIVE COVENANTS    
    



        Holdings and the Borrower hereby covenant and agree 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    


        Holdings
and the Borrower will not, and will not permit any of their 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; 


        (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 financing of the purchase price within 120 days after the respective purchase of assets), and any Lien arising out of the refinancing, extension, renewal or refunding 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 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, (x) does not exceed 100% of the fair market value of such assets and (y) is not less than 70% of the fair market value of such assets (unless the Administrative Agent has a
perfected second lien on such asset); and (D) the Indebtedness secured thereby is permitted to be incurred pursuant to Section 8.2(d),
provided that such 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 $5,000,000 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
$15,000,000 in the aggregate at any one time outstanding; 


        (h)   Liens
existing on the date hereof listed on Schedule 8.1(h) hereof which were outstanding on the Original Closing
Date and scheduled on Schedule 8.1(h) to the Original Credit Agreement 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; 



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        (i)    Liens
on Receivables Facility Assets transferred (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(n),  provided, that such any such Lien does not extend to any other property (other than
accessions and additions to the property secured thereby); 



        (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 


        (l)    Liens
securing obligations not in excess of $15,000,000 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    



        Holdings
and the Borrower will not, and will not permit any of their 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 Original Closing Date and
scheduled on Schedule 8.2(b) to the Original Credit Agreement and remains outstanding on the date hereof, without giving effect to any subsequent
extension, renewal or refinancing thereof; 


        (c)   Indebtedness
of the Borrower under Interest Rate Agreements entered into to protect the Borrower or any of its Subsidiaries against fluctuations in interest rates; 


        (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; 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(n) at any time shall not exceed $25,000,000; 


        (e)   Indebtedness
of (x) the Borrower 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 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 



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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) a Subsidiary of the Borrower under 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 Senior Subordinated Notes; 



        (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 and its Subsidiaries resulting from the refinancing of Indebtedness permitted by clauses (b) and
(d) above and clause (n) below; provided,  however, that (i) the principal
amount of any such refinancing Indebtedness (as determined as of the date of the incurrence of such refinancing
Indebtedness in accordance with GAAP), does not exceed the principal amount of the Indebtedness refinanced thereby on such date (ii) the Weighted Average Life to Maturity of such Indebtedness
is not decreased and (iii) in the case of any such refinancing Indebtedness which is in excess of $5,000,000, such refinancing Indebtedness is upon terms and subject to documentation which is
in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that
notwithstanding anything else in this Section 8.2(h) 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; 



        (i)    Indebtedness
of Holdings or the Borrower to a Huntsman Affiliate (in each case other than Holdings) that is subordinated to the Obligations in a manner reasonably
satisfactory to the Administrative Agent; 


        (j)    Indebtedness
of the Borrower to Holdings that is subordinated to the Obligations in a manner satisfactory to the Administrative Agent and that is either not evidenced by
a promissory note or, if evidenced by a promissory note, such note has been delivered to and effectively pledged by Holdings to the Collateral Agent pursuant to the Collateral Security Agreement; 



        (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 7.14; 


        (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, and (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; 


        (m)  Indebtedness
of Domestic Subsidiaries of the Borrower consisting of subordinated guarantees of the Senior Subordinated Notes which are subordinated to the Subsidiary
Guaranty in the same fashion as the Senior Subordinated Notes are subordinated to the Obligations; 


        (n)   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 consideration in, or to provide all or any portion of the funds utilized to consummate such Acquisition) and
any extension, renewal or replacement thereof; provided, that the aggregate amount of such 



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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)(x)) does not exceed $25,000,000; 



        (o)   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 (o) at any one time does not exceed (without duplication) $50,000,000 (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 $10,000,000 during at least one day during each calendar month; 


        (p)   Indebtedness
of Holdings pursuant to the Holdings Zero Coupon Notes; 


        (q)   Indebtedness
of Holdings to the Borrower to the extent permitted by Section 8.7(m); 



        (r)   (i) Indebtedness
of the Borrower consisting of unsecured Guarantee Obligations incurred to (x) satisfy bonding obligations not in excess of $20,000,000 at
any one time which arise in the ordinary course of business and (y) to support obligations of Subsidiaries in connection with a transaction otherwise permitted pursuant to this Agreement;  provided,
that such Guarantee Obligations under this clause (y) shall not at any time exceed $20,000,000, and (ii) obligations (whether in
respect of letters of credit, bank guarantees, Guarantee Obligations or otherwise) of Foreign Subsidiaries (including, without duplication, unsecured Guarantee Obligations of Foreign Subsidiaries and
of the Borrower in respect thereof) in an aggregate amount not to exceed the Dollar Equivalent of $30,000,000 at any time outstanding in respect of customs bonding, regulatory (including, without
limitation, environmental agency) requirements or arrangements and other operational obligations or bonding arrangements arising in the ordinary course of business other than in respect of borrowed
money; 


        (s)   (i) Receivables
Facility Attributed Indebtedness as long as the provisions of Section 4.4(h) 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 and its
Participating Subsidiaries to the extent it constitutes a permitted Investment pursuant to Section 8.7(q); 


        (t)    unsecured
Indebtedness of the Borrower on terms and conditions not more restrictive to the Borrower and its Subsidiaries than those set forth in this Agreement (and at
or below a market interest rate for comparable instruments) which Indebtedness is subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent and, with
respect to which, no principal payments may be made prior to December 31, 2011, so long as at the time of incurrence thereof (x) no Unmatured Event of Default or Event of Default exists,
(y) the Borrower would remain in compliance with Section 9.3 and 9.4 after giving pro
forma effect to the incurrence of any such Indebtedness for the twelve month period following the incurrence of any such Indebtedness and (z) the Borrower shall comply with the mandatory
prepayment provisions of Section 4.4(g); 



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        (u)   Indebtedness
of the Borrower in respect of Senior Notes in a principal amount not in excess of $800 million outstanding so long as at the time of incurrence
thereof (x) no Unmatured Event of Default or Event of Default exists and (y) the Borrower would remain in compliance with Section 9.3 and 9.4
after giving pro forma effect to the incurrence of any such Indebtedness and prepayment of Indebtedness hereunder; provided, however, such Indebtedness shall be on terms and conditions taken as a
whole not more restrictive than those of the 97/8% Senior Notes due March 2009; and 



        (v)   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.    


        Holdings
and the Borrower will not, and will not permit any of their 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 a transaction involving all or substantially all of the assets of Holdings or the
Borrower, agree 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 convey, sell or otherwise dispose of any part of its property or assets, or enter into any Sale and Leaseback Transaction, except that: 



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


        (b)   each
of the Borrower and its Subsidiaries may (x) in the ordinary course of business, sell, lease or otherwise dispose of any assets which, in the reasonable
judgment of such Person, are obsolete, worn out or otherwise no longer useful in the conduct of such Person's business and (y) sell, lease or otherwise dispose of any other assets, provided
that the aggregate Net Sale Proceeds of all assets subject to sales or other dispositions pursuant to this clause (y) which are not reinvested to acquire assets to be used in such Person's
business in the manner described in Section 4.4(c) shall not exceed $2,500,000 in any Fiscal Year of the Borrower; 



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


        (d)   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; 


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


        (f)    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); 


        (g)   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(g), hereafter "Permitted Foreign Technology
Licenses"); 



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        (h)   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; 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; 



        (i)    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 so long as, in the case of a transaction involving operating assets, such transaction occurs within
120 days of the acquisition by the Borrower or any Subsidiary of the asset sold, transferred or otherwise disposed of; 


        (j)    the
Borrower or any Subsidiary may dispose of any of its assets if the aggregate book value (at the time of disposition thereof) of all assets disposed of by the
Borrower and its Subsidiaries subsequent to the Original Closing Date pursuant to this clause (j) plus the aggregate book value of all the assets
then proposed to be disposed of does not exceed 5% of the net property, plant and equipment of the Borrower and its Subsidiaries (on a consolidated basis) 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 concurrently with any disposition of assets or within 180 days
thereof, substantially all of the net proceeds of such disposition are used by the Borrower or a Subsidiary to acquire other property and if the Borrower or such Subsidiary has complied with the
provisions of Section 7.11 with respect to such property, such dispositions shall be disregarded for purposes of calculations pursuant to this  Section 8.3
(j)) (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; 


        (k)   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); 


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


        (m)  the
Borrower and its Subsidiaries may 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 


        (n)   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 $15,000,000 at any time outstanding. 




        8.4    Dividends or Other Distributions    



        Neither
Holdings, 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 


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Capital
Stock (other than (w) dividends or distributions payable solely in such Capital Stock or in options, warrants or other rights to purchase such Capital Stock, (x) 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, however, that (i) dividends and distributions made after the Original Closing
Date to holders of B shares of UK Holdco 1 shall not exceed £500 per annum (or the Dollar Equivalent thereof) and (ii) dividends and distributions effected by TG shall be permitted
only to the extent that there are at such time, no amounts outstanding under the UK Holdco Note, the dividend with respect to its preferred stock has been declared and paid and that such dividends are
limited to 1% of total dividends paid to the Borrower with respect to ordinary shares, and (y) cash distributions to Holdings for distribution to the members of Holdings from time to time to
the extent that the amounts of such distributions do not exceed the amounts to be made pursuant to Section 3.1(d) and 6.4(b) of the Limited Liability Company Agreement of Holdings and/or
Article 5 of the Limited Liability Company Agreement of the Borrower; provided that in no event shall such distribution exceed forty (40%) percent of the hypothetical taxable income of Holdings
if it was a Corporation under the Code ("Tax Distributions"), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of
the Borrower, (iii) make any interest or principal payment on or purchase, defease, redeem, prepay, or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable
redemption date, the Senior Subordinated Notes, the Holdings Zero Coupon Notes or any other Indebtedness that is subordinate or junior in right of payment to the Obligations;  provided, however, notwithstanding anything else herein to the contrary, scheduled interest payments on
the Senior Subordinated Notes shall be permitted to the extent required to be paid pursuant to the terms of the Senior Subordinated Note Documents. 


        8.5    Limitation on 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 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 or pay any Indebtedness or other
obligation owed to the Borrower or any of its other Subsidiaries, (ii) make any loans or advances to the Borrower or any of its other Subsidiaries, or (iii) 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 Original 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 Contractual Obligations entered into in the ordinary course of
business to the extent such provisions restrict the transfer or assignment of such agreement; 



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


        (d)   any
restrictions on transfer of an asset pursuant to an agreement to sell such asset to the extent such sale would be permitted hereby; and 


        (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. 




        8.6    Issuance of Stock    



        (a)   The
Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, issue, sell, assign, pledge or otherwise encumber 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 or (iv) pursuant to the Loan Documents or the Foreign Intercompany Loan Security Documents. 



        (b)   The
Borrower shall not issue any Capital Stock, except as permitted by Section 8.4(i) 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 Sections
10.1(l) 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. In the event any Capital Stock of the Borrower is issued pursuant to this Section 8.6(b),
the Borrower shall apply the Net Offering Proceeds received in connection with such disposition in accordance with Section 4.4(e). 




        8.7    Loans and Investments    


        Holdings
and the Borrower will not, and will not permit any Subsidiary 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) in an amount not greater
than the amount indicated thereon which shall not exceed the amount thereof on the Amendment and Restatement Effective Date in each case as such Investments may be adjusted due to appreciation,
repayment of principal, payment of interest, return of capital or similar circumstances; 


        (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 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)    subject
to Section 8.2(j) if applicable, Holdings may make Investments in the Borrower; 



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        (g)   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; 



        (h)   Huntsman
Finco may make an intercompany loan 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 7.14;



        (i)    the
Borrower may make intercompany loans and advances to any of its Wholly-Owned Subsidiaries, any Subsidiary of the Borrower may make intercompany loans and advances to
the Borrower, and any Subsidiary of the Borrower may make 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 to the Borrower or a Wholly-Owned Domestic Subsidiary of the Borrower shall contain the subordination provisions set forth on  Exhibit 8.7(i), and (y) each Intercompany Loan
(other than pursuant to an Overdraft Facility) made to a Foreign Subsidiary shall be
evidenced by an Intercompany Note; 


        (j)    (i) the
Borrower and its Subsidiaries may make additional capital contributions at any time after the Amendment and Restatement Effective Date and 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 j(i), without duplication as to amounts
contributed from one Subsidiary to its Subsidiary (determined without regard to any write-downs or write-offs thereof), shall not exceed an aggregate outstanding amount equal to
$250,000,000 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. 


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


        (l)    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 make any Investment in any Permitted Unconsolidated Venture or in any Unrestricted Subsidiary consisting of an amount not in excess of the Available Unrestricted Subsidiary Investment
Basket; provided, that, the Borrower shall have complied with  Section 7.11(e) in connection with such
Investment; provided,  further, (i) that after giving effect to any such Investment, the Borrower would be able to make an additional $1 of
Consolidated Capital
Expenditures under Section 9.1 hereof; and (ii) that the proceeds of any such Investment may not be used either directly or indirectly to
make any Investment in Huntsman LLC or any of its Subsidiaries which are not Subsidiaries of Borrower; 


        (m)  the
Borrower may make intercompany loans to Holdings, the proceeds of which shall be utilized by Holdings to pay legal, franchise tax, audit, and other expenses directly
relating to the administration or legal existence of Holdings (including fees and expenses relating to the resale of Holdings Zero Coupon Notes other than underwriting discounts and commissions);  provided, that the aggregate outstanding principal amount of such intercompany loans shall not exceed $750,000 in any Fiscal Year (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 



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for
any reason in respect of accrued but unpaid interest on any intercompany loans previously made to Holdings, including the capitalization thereof); 


        (n)   in
addition to Investments permitted by clauses (a) through (m) above and clauses (o) through (q) below, the Borrower may make additional
Investments, so long as the aggregate outstanding amount of such Investments does not exceed $10,000,000 provided further, that the Borrower may not
make or own any investment in margin stock; 


        (o)   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; 


        (p)   the
Borrower or any Domestic Subsidiary 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 Amendment and Restatement Effective Date as a result of such Investment becomes a Wholly-Owned Domestic 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
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 Total Available Domestic Revolving
Commitment and Total Available Multicurrency Revolving Commitment, plus cash, Cash Equivalents and the Dollar Equivalent of Foreign Cash Equivalents,
minus the aggregate amount of utilized Overdraft Facilities of the Borrower and its Subsidiaries, shall equal or exceed $275,000,000, plus the LDPE
Capital Expenditure Reserve; (iii) the Borrower and its Subsidiaries have complied with the requirements of Section 7.11 hereof with
respect to any required additional Security Documents; and (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 Amendment and Restatement Effective Date) shall be permitted unless the Borrower's Leverage Ratio for each of the last two Fiscal Quarters for which financial statements have been delivered
pursuant to Sections 7.1(a) and (b) prior to the date of such proposed Acquisition was less than or equal to 4.75 to 1.00; and 


        (q)   make
Investments in the Receivables Subsidiary prior to the occurrence and continuance of an Event of Default under  Section 10.1(e) which in the judgment of the Borrower are reasonably necessary in
connection with any Permitted Accounts Receivable
Securitization. 




        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 or any
Affiliate of a Subsidiary of Holdings (other than the Borrower), other than (x) the entry by the Borrower and its Subsidiaries into the transactions contemplated by a Permitted Accounts
Receivable Securitization, (y) transactions 


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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 have been obtained in a comparable transaction on an arm's-length basis from a Person that is not an Affiliate, and (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 annual Financial Statements, 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 and (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 $1,000,000 in the aggregate at any one time outstanding for the Borrower and its Subsidiaries. The restriction set forth in this  Section 8.8 will
not apply to the execution and delivery of or payments made under the Limited Liability Company Agreement of Holdings, the
Limited Liability Company Agreement of the Borrower, the Huntsman Agreements or to loans to Holdings permitted by Section 8.7(m). 


        8.9    Lines of Business    


        Holdings
and 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 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 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. 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    


        Neither
Holdings nor the Borrower will change its Fiscal Year. 


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


        Holdings
and the Borrower will not, and will not permit any of their 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 the Holdings Zero Coupon Notes or
the Senior Subordinated Notes or the Senior Notes; provided that (A) Holdings, the Borrower or any of their Subsidiaries may make payments or
prepayments on, or redemption or acquisition of, any Obligations under the Senior Subordinated Notes or the Senior Notes in an aggregate amount not to exceed $50,000,000 so long as (i) there is
no Default or Event of Default then outstanding or 



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that
would result therefrom and (ii) the Most Recent Leverage Ratio is less than 4.0 to 1.0 after giving pro forma effect thereto; (B) Holdings may use the cash proceeds of contributions
made by any parent company of Holdings to Holdings in exchange for common equity of Holdings in a transaction structured in a manner reasonably satisfactory to the Administrative Agent to prepay or
redeem the Holdings Zero Coupon Notes; (C) the Holdings Zero Coupon Notes and Senior Subordinated Notes may be refinanced in a manner consistent with the definitions thereof; and (D) the
Senior Notes may be refinanced with the net proceeds of other Senior Notes to the extent constituting Permitted Refinancing Indebtedness. 


        (ii)   amend,
modify or terminate, or permit the amendment, modification, or termination of any provision of any Senior Subordinated Notes Document or the Senior Note
Documents; or amend, modify or permit the amendment, termination or modification 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) any provision of the UK Holdco Note, any Foreign Intercompany Loan Document, the Huntsman Agreements listed on  Exhibit 1.1(c) or
the Holdings Zero Coupon Note Documents; 



        (iii)  amend,
modify or change 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), its Organizational Documents (including, without limitation, 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, 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; or 


        (iv)  issue
any class of its Capital Stock other than (y) in the case of the Borrower and its Subsidiaries, non-redeemable Capital Stock (including by
private placements) and (z) in the case of Holdings, issuances of Capital Stock (including by private placements) where, after giving effect to such issuance, no Event of Default will exist
under Section 10.1(m) and to the extent the proceeds thereof are applied in accordance with this Agreement. 




        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 Amendment and Restatement Effective 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. 


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        8.13    Permitted Accounts Receivable Securitization    


        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
(unless such Receivables Documents have been approved by the Administrative Agent or are non-material documentation entered into pursuant to such approved Receivables Documents) 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. 


 
 

ARTICLE IX    
    
    FINANCIAL COVENANTS    
    


        Holdings and the Borrower hereby agree 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)   Holdings
and 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 2003 Fiscal Year and each Fiscal Year thereafter an amount equal to (x) $300,000,000 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 and not utilized during such Fiscal Year,  provided, that the aggregate
amount attributable to this clause (y) shall not at any time exceed $100,000,000. 


        (b)   Notwithstanding
the foregoing, the Borrower and its Subsidiaries may make Consolidated Capital Expenditures on any date with (i) proceeds of Indebtedness incurred
pursuant to Section 8.2(i) and (ii) Net Offering Proceeds which are not required to be applied as a mandatory prepayment under  Section 4.4(e). 



        (c)   Notwithstanding
the foregoing, the Borrower and its Subsidiaries may make Consolidated Capital Expenditures with (i) the insurance proceeds received by Holdings
or any of its Subsidiaries from any Recovery Event and (ii) the Net Sale Proceeds received by Holdings 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 365 days to make Consolidated Capital Expenditures in accordance with  Section 4.4(c). 



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        9.2    Intentionally Omitted    


        9.3    Interest Coverage Ratio    



        Neither
Holdings nor the Borrower will permit the Interest Coverage Ratio calculated for any Test Period ending at the following dates or during the follow periods to be less than the
ratio set forth opposite such period: 



	Period
 
	 	Ratio

	June 30, 2004	 	1.70
	

September 30, 2004	
 	

1.70
	

December 31, 2004	
 	

1.80
	

March 31, 2005	
 	

1.85
	

June 30, 2005	
 	

1.90
	

September 30, 2005	
 	

2.00
	

December 31, 2005	
 	

2.50
	

March 31, 2006 and thereafter	
 	

2.75






        9.4    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

	June 30, 2004	 	7.25
	

September 30, 2004	
 	

7.00
	

December 31, 2004	
 	

6.75
	

March 31, 2005	
 	

6.50
	

June 30, 2005	
 	

6.25
	

September 30, 2005	
 	

5.50
	

December 31, 2005	
 	

4.25
	

March 31, 2006	
 	

4.25
	

June 30, 2006	
 	

4.00
	

September 30, 2006	
 	

4.00
	

December 31, 2006 and thereafter	
 	

3.75






        9.5    Maximum Cash Balances.    


        At
no time when there are any Domestic Revolving Loans, Multicurrency Revolving Loans or Swing Line Loans outstanding, shall the amount of Cash or Cash Equivalents held by the Borrower
and its Restricted Subsidiaries (or on behalf of the Borrower and its Restricted Subsidiaries) exceed $100,000,000 in the aggregate; provided,  however,
amounts in excess of $100,000,000 may be held for up to three (3) Business Days so long as such excess amounts are (a) held to
pay third party obligations of the Borrower and its Restricted Subsidiaries; and (b) are held in an account under the control and dominion of the Collateral Agent on behalf of the Secured
Parties. 


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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.    The Borrower (i) shall default in the payment of principal on any
of the Loans or any reimbursement obligation with respect to any Letter of Credit; or (ii) shall default in the payment of interest on any of the Loans or default in the payment of 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 and  Article IX hereof or Sections 7.3(a),
 7.9, 7.10, 7.11 or  7.14 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.    Holdings, 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 or liquidator 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 jurisdiction of the court and 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 or liquidator for a substantial portion of its property, assets or business, shall call a 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 Holdings, 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 or liquidator 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 



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dismissed,
or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded, within thirty (30) (or, in the case of a petition for
administration, five (5)) 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) Holdings, the Borrower or any of its Subsidiaries shall default
in the payment when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) in excess of $15,000,000 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 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 Holding Zero Coupon Notes or the Senior Subordinated Note Documents 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 Holdings, 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 $15,000,000 or more and all 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 a result of the actions taken by the Collateral Agent or the Lenders to release such Security Document) effect or shall cease to give the Collateral
Agent the Liens, rights, powers and privileges purported to be created thereby (including, without limitation, a first priority perfected security interest in, and Lien on, all of the Collateral), in
favor of the Collateral Agent, for the benefit of the Secured Parties, superior to and prior to the rights of all third Persons and subject to no other Liens (except to the extent expressly permitted
herein or therein); 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, 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 



110







 




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 $7,500,000; 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 Holdings' 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 $7,500,000; 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 Accounts Receivables pursuant to a Permitted
Accounts Receivable Securitization to terminate or permanently cease funding the financing of Accounts Receivable 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 


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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. 


        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 DBTCA as the Administrative Agent (for purposes of this Article XI, the term "Administrative Agent"
shall, except for purposes of Section 11.9, include DBTCA in its capacity as the Administrative 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, Administrative 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. 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 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 


113







 



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 or telecopier message 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 numerator of which shall be the aggregate principal amount of
such Lender's Domestic Revolving Loan, Multicurrency Revolving Loan, Term B Dollar Loan and Term B Euro Loan, 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 Domestic Revolver Pro Rata Share, Multicurrency Revolver Pro Rata Share, Term B Dollar Pro Rata Share, and Term B Euro Pro Rata Share,
as applicable, 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 


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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. 


        (b)   Upon
any such notice of resignation, the Required Lenders shall appoint a successor the Administrative Agent who shall be satisfactory to the Borrower and shall be an
incorporated bank or trust company. 


        (c)   If
a successor the 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 the 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    The Administrative Agent as English Trustee    



        (a)   The
Administrative Agent in its capacity as trustee or otherwise under a Loan Document governed by English law 



        (i)    is
not liable for any failure, omission, or defect in perfecting or registering the security constituted or created by any Loan Document; 


        (ii)   may
accept without inquiry such title as any the Borrower or any of its Subsidiaries may have to any asset secured by any Loan Document; and 


        (iii)  is
not under any obligation to hold any Loan Document or any other document in connection with such Loan Document or the assets secured by such Loan Document
(including title deeds) in its own possession or take any steps to protect or preserve the same. The Administrative Agent may permit any the Borrower or any of its Subsidiaries to retain any Loan
Document or other document in its possession. 




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        (b)   Except
as otherwise provided in the Loan Documents governed by English law, all moneys which under the trusts contained in the Loan Documents are received by the
Administrative Agent in its capacity as trustee or otherwise may be invested in the name of or under the control of the Administrative Agent in any investment authorized by English law for the
investment by a trustee of trust money or in any other investments which may be selected by the Administrative Agent. Additionally, the same may be placed on deposit in the name or under the control
of the Administrative Agent with such Lender or institution (including the Administrative Agent itself) and upon such terms as the Administrative Agent may think fit. 




        11.11    The Co-Lead Arrangers, Joint Book Runners, Co-Syndication Agents and Co-Documentation
Agents.    Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Co-Lead Arrangers, Joint Book
Runners, Co-Syndication Agents and Co-Documentation 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
Co-Lead Arrangers, Joint Book Runners, Co-Syndication Agents and Co-Documentation 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 Co-Lead Arrangers, Joint Book Runners,
Co-Syndication Agents and Co-Documentation 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)   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 Holdings, 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 the following clause (i), (i) extend the final scheduled maturity of any Loan or Note,
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 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 Guarantor (other than a Guarantor that is not a
Material Subsidiary or 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, 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 extensions of Revolving Loans, Multicurrency 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, 



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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 Facing Agent, amend, modify
or waive any provision of Section 2.10 or alter its rights or obligations with respect to Letters of Credit, (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, or
(6) 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 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 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 Domestic Revolving Commitment and/or Multicurrency Revolving Commitment, as the case may be, 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/or 4.3;  provided that, unless the Domestic Revolving
Commitment and/or the Multicurrency Revolving Commitment, as the case may be, 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 Required Lenders (determined before giving effect to the
proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower
shall not have the right to replace a Lender, terminate its Domestic Revolving Commitment and/or the Multicurrency Revolving Commitment, as the case may be, 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, Holdings, 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 



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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 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    


        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 on Schedule 12.3 or, in the case of any Assignee, in the
applicable Assignment and Assumption Agreement and, in the case of telephonic instructions or notices, by calling the telephone number or numbers indicated for such party on its signature page to this
Agreement or such Assignment and Assumption Agreement, as the case may be. 


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        12.4    Costs, Expenses and Taxes    



        (a)    Generally.    The Borrower agrees (without duplication) to pay all reasonable costs and expenses of the Agents
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 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 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 Agents 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, transfer, excise and other similar taxes payable
or determined to be payable in connection with the execution and delivery of this Agreement, 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 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, any Agents' or any
Lender's statement and request for payment thereof shall bear interest from the date of such statement and request to the date of payment at the Default Rate. Subject to  Section 4.7, the Borrower
will indemnify and hold harmless the Administrative Agent, each Agent and each Lender and each director, officer,
employee, partner, advisor, agent, attorney, trustee and Affiliate of the Administrative Agent, 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 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, any Agent, any Lender or any other Indemnified Party, the Borrower will, if requested by the Administrative Agent, 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, 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 arising out of the gross negligence or 



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willful
misconduct of any Indemnified Party, 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,
including, without limitation, by reason of any matters disclosed in Schedule 6.17, 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 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 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. 


        (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. 



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        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 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. 



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        (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    


        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. 


        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 



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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, 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, 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) 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, Domestic Revolving Commitment and Multicurrency Revolving Commitment of the assigning Lender and the Assignee, the Assignee shall 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 



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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 Term B Dollar Pro Rata Share, Term B Euro
Pro Rata Share, Domestic Revolver Pro Rata Share or Multicurrency Revolver Pro Rata Share, as the case may be (in each case, 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. 




        12.9    CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL    



        (A)  THE BORROWER, THE ADMINISTRATIVE AGENT, HOLDINGS, AND EACH LENDER HEREBY IRREVOCABLY SUBMIT 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 AGREE 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  



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 COURT AND THE BORROWER, THE ADMINISTRATIVE AGENT, HOLDINGS 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, HOLDINGS, 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, HOLDINGS 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)  THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY EXPRESSLY WAIVE 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 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, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


        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 


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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, (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 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; provided, however, that in such event, if the Lender(s) are able to do 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, (vi) to any direct or indirect contractual counterparty in swap agreements or such contractual counterparty's
professional advisors (so long as such contractual counterparty and its professional advisors agree to be bound by the provisions of this  Section 12.14), or (vii) 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 DBTCA to act as Collateral Agent under the Collateral Security
Agreement 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 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 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 



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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 or the Collateral Agent, as the case may be, to release, in accordance with the terms
hereof, any Lien held by the Administrative Agent or the Collateral Agent, as the case may be, for the benefit of the Secured Parties: 



        (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 or disposed of by the Borrower or any of its Subsidiaries to the extent such sale 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 Amendment and Restatement Effective 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
and the Collateral Agent by the Borrower in an officer's certificate acceptable in form and substance to the Administrative Agent and the Collateral Agent; 


        (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(h) hereof; provided, however, that (y) the Administrative
Agent shall not 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 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 



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been
encumbered or that the Liens granted to the Administrative Agent or the Collateral Agent 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 or the Collateral Agent 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 and the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given
the Administrative Agent's and the Collateral Agent's own interests in the Collateral as one of the Lenders and that neither the Administrative Agent nor the Collateral Agent shall have any duty or
liability whatsoever to any Lender, provided, that, notwithstanding the foregoing, the Administrative Agent and the Collateral Agent shall be responsible for their respective grossly negligent actions
or actions constituting intentional misconduct 




        12.16    Effectiveness    


        This
Agreement shall become effective on the date (the "Amendment and Restatement Effective Date") on which the Borrower, Holdings 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,
Holdings and each Lender prompt written notice of the occurrence of the Amendment and Restatement Effective 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. 


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        12.18    Accounts Receivable Securitization    


        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: 



        (a)   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; 


        (b)   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 


        (c)   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. 


        (d)   By
its execution of this Agreement, each Lender further authorises the Collateral Agent and the Collateral Agent, 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 more burdensome to the Lenders. 




        12.19    Amendment and Restatement    


        On
and after the Amendment and Restatement Effective Date, this Agreement will automatically and without further action of any kind amend and restate in its entirety the Original Credit
Agreement and, upon the Amendment and Restatement Effective Date the terms and provisions of the Original Credit Agreement shall, subject to this  Section 12.19, be superseded hereby and thereby and
the Commitments (as defined in the Original Credit Agreement) of each Lender who is not a
party to this Agreement shall terminate in their entirety on the Amendment and Restatement Effective Date; provided, however, that notwithstanding the amendment and restatement of the Original Credit
Agreement by this Agreement, the Borrower shall continue to be liable to the Administrative Agent, each Indemnified Person and each Lender (each as defined in the Original Credit Agreement) (the
"Original Credit Agreement Persons") with respect to the agreements of the Borrower in Sections 3.5, 3.6, 11.5 and
12.4 of the Original Credit Agreement; provided, however, notwithstanding
anything else in this Agreement to the contrary, if for any reason this Agreement is not legally sufficient to constitute an amendment and restatement of the Original Credit Agreement, then this
Agreement shall constitute a new credit facility and shall be deemed to refinance in full the "Obligations" (as defined under the Original Credit Agreement) under the Original Credit Agreement. 


 
 

ARTICLE XIII    
    
    HOLDINGS GUARANTY    
    


        13.1    The Guaranty    


        In
order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the
Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as
surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower and its Subsidiaries to the Guaranteed
Creditors. If any or all 


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of
the Guaranteed Obligations of the Borrower or its Subsidiaries to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the
Administrative Agent and/or the Lenders, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Guaranteed
Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the
aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property
or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower or any of its Subsidiaries), then and in such event Holdings agrees
that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of the
Borrower or any of its Subsidiaries, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never
originally been received by any such payee. 


        13.2    Insolvency    


        Additionally,
Holdings unconditionally and irrevocably guarantees the payment of any and all of the Guaranteed Obligations of the Borrower and its Subsidiaries to the Guaranteed
Creditors whether or not due or payable by the Borrower or such Subsidiary upon the occurrence of any of the events specified in Sections 10.1(e) or  (f),
and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, in lawful money of the United States.
 


        13.3    Nature of Liability    


        The
liability of Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of the Borrower or any of its Subsidiaries whether
executed by Holdings, any other guarantor or by any other party, and the liability of Holdings hereunder is not affected or impaired by (a) any direction as to application of payment by the
Borrower or any of its Subsidiaries or by any other party; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the
Guaranteed Obligations of the Borrower or any of its Subsidiaries; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or
increase, decrease or change in personnel by the
Borrower; or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrower or any of its Subsidiaries pursuant to court
order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Holdings waives any right to the deferral or modification of its obligations hereunder by reason
of any such proceeding. 


        13.4    Independent Obligation    



        The
obligations of Holdings hereunder are independent of the obligations of any other guarantor, any other party, the Borrower or any of its Subsidiaries, and a separate action or
actions may be brought and prosecuted against Holdings whether or not action is brought against any other guarantor, any other party or the Borrower or any of its Subsidiaries and whether or not any
other guarantor, any other party or the Borrower or any of its Subsidiaries be joined in any such action or actions. Holdings waives, to the full extent permitted by law, the benefit of any statute of
limitations affecting its liability hereunder or the enforcement thereof. Any payment by the Borrower or any of its Subsidiaries or other circumstance which operates to toll any statute of limitations
as to the Borrower or any of its Subsidiaries shall operate to toll the statute of limitations as to any Guarantor. 


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        13.5    Authorization    


        Holdings
authorizes the Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its
liability hereunder, from time to time to: 



        (a)   change
the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations
(including any increase or decrease in the rate of interest thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and the Guaranty herein made shall
apply to the Guaranteed Obligations as so changed, extended, renewed or altered; 


        (b)   take
and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any
order any property by whomsoever at any time pledged or US Mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset there against; 


        (c)   exercise
or refrain from exercising any rights against the Borrower, any of its Subsidiaries or others or otherwise act or refrain from acting; 


        (d)   release
or substitute any one or more endorsers, guarantors, the Borrower, any of its Subsidiaries or other obligors; 



        (e)   settle
or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in
respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower or any of its Subsidiaries to its creditors
other than the Guaranteed Creditors; 


        (f)    apply
any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrower or any of its Subsidiaries to the Guaranteed Creditors regardless
of what liability or liabilities of Holdings, the Borrower or any of its Subsidiaries remain unpaid; 



        (g)   consent
to or waive any breach of, or any act, omission or default under, this Agreement or any of the instruments or agreements referred to herein, or otherwise amend,
modify or supplement this Agreement or any of such other instruments or agreements; and/or 


        (h)   take
any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of Holdings from its liabilities
under this Guaranty. 




        13.6    Reliance    



        It
is not necessary for any Guaranteed Creditor to inquire into the capacity or powers of the Borrower or any of its Subsidiaries or the officers, directors, partners or agents acting or
purporting to act on their behalf, and any Guaranteed Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder. 


        13.7    Subordination    


        Any
of the indebtedness of the Borrower and its Subsidiaries relating to the Guaranteed Obligations now or hereafter owing to Holdings is hereby subordinated to the Guaranteed
Obligations of the Borrower and its Subsidiaries owing to the Guaranteed Creditors; and if the Administrative Agent so requests at a time when an Event of Default shall have occurred and is
continuing, all such indebtedness relating to the Guaranteed Obligations of the Borrower and its Subsidiaries to Holdings shall be collected, enforced and received by Holdings for the benefit of the
Guaranteed Creditors and be paid over to the Administrative Agent on behalf of the Guaranteed Creditors on account of the 


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Guaranteed
Obligations of the Borrower to the Guaranteed Creditors, but without affecting or impairing in any manner the liability of Holdings under the other provisions of this Guaranty. Prior to the
transfer by Holdings of any note or negotiable instrument evidencing any of the indebtedness relating to the Guaranteed Obligations of the Borrower and its Subsidiaries to Holdings, Holdings shall
mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, Holdings hereby agrees with the Guaranteed
Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code
or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash. 


        13.8    Waiver    



        (a)   Holdings
waives any right (except as shall be required by applicable statute and cannot be waived) to require any Guaranteed Creditor to (i) proceed against the
Borrower, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrower, any other guarantor or any other party or (iii) pursue any other
remedy in any Guaranteed Creditor's power whatsoever. Holdings waives any defense based on or arising out of any defense of the Borrower, any other guarantor or any other party, other than payment in
full of the Guaranteed Obligations, based on or arising out of the disability of the Borrower, any other guarantor or any other party, or the validity, legality or unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment in full of the Guaranteed Obligations. The Guaranteed Creditors may,
at their election, foreclose on any security held by the Administrative Agent, or any other Guaranteed Creditor by one or more judicial or nonjudicial sales, whether or not every aspect of any such
sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Guaranteed Creditors may have against the Borrower or any other
party, or any security, without affecting or impairing in any way the liability of Holdings hereunder except to the extent the Guaranteed Obligations have been paid. Holdings waives any defense
arising out of any such election by the Guaranteed Creditors, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of Holdings
against the Borrower or any other party or any security. 


        (b)   Holdings
waives all presentments, demands for performance, protests and notices, including without limitation notices of nonperformance, notices of protest, notices of
dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional Guaranteed Obligations. Holdings assumes all responsibility for being and
keeping itself informed of the Borrower's financial condition and assets, and of all other circumstances bearing upon the risk of
non-payment of the Guaranteed Obligations and the nature, scope and extent of the risks which Holdings assumes and incurs hereunder, and agrees that the Administrative Agent and the
Lenders shall have no duty to advise Holdings of information known to them regarding such circumstances or risks. 




        13.9    Nature of Liability    


        It
is the desire and intent of Holdings and the Lenders that this Guaranty shall be enforced against Holdings to the fullest extent permissible under the laws and public policies applied
in each jurisdiction in which enforcement is sought. If, however, and to the extent that, the obligations of Holdings under this Guaranty shall be adjudicated to be invalid or unenforceable for any
reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), then the amount of the Guaranteed Obligations of Holdings shall
be deemed to be reduced and Holdings shall pay the maximum amount of the Guaranteed Obligations which would be permissible under applicable law. 


[signature
pages follow] 


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



	 	 	HUNTSMAN INTERNATIONAL HOLDINGS LLC
	

 	
 	
By:	

/s/  SEAN DOUGLAS      

	 	 	Name: Sean Douglas

Title: Vice President and Treasurer
	

 	
 	
HUNTSMAN INTERNATIONAL LLC
	

 	
 	
By:	

/s/  SEAN DOUGLAS      

	 	 	Name: Sean Douglas

Title: Vice President and Treasurer
	

 	
 	
DEUTSCHE BANK TRUST COMPANY AMERICAS,

individually as a Lender and as Administrative Agent
	

 	
 	

By:	

/s/  MARY KAY COYLE      

	 	 	Name: Mary Kay Coyle

Title: Managing Director




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QuickLinks


TABLE OF CONTENTS

INDEX OF EXHIBITS AND SCHEDULES Exhibits

Schedules


AMENDED AND RESTATED CREDIT AGREEMENT

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS


ARTICLE II AMOUNT AND TERMS OF CREDIT


ARTICLE III INTEREST AND FEES

ARTICLE IV REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS


ARTICLE V CONDITIONS OF CREDIT

ARTICLE VI REPRESENTATIONS AND WARRANTIES


ARTICLE VII AFFIRMATIVE COVENANTS


ARTICLE VIII NEGATIVE COVENANTS


ARTICLE IX FINANCIAL COVENANTS

ARTICLE X EVENTS OF DEFAULT

ARTICLE XI THE ADMINISTRATIVE AGENT


ARTICLE XII MISCELLANEOUS


ARTICLE XIII HOLDINGS GUARANTY