Exhibit 10.12


 


INTEREST HOLDERS AGREEMENT



AMONG



HUNTSMAN HOLDINGS, LLC,



HMP EQUITY HOLDINGS CORPORATION,



HUNTSMAN COMPANY LLC,



HUNTSMAN FAMILY HOLDINGS II COMPANY LLC



AND



MATLIN PATTERSON GLOBAL OPPORTUNITIES PARTNERS L.P.


 


 


Dated as of September 30, 2002


 

















 


INTEREST HOLDERS AGREEMENT


 


This Interest
Holders Agreement (this “Agreement”) is entered into as of the 30th
day of September, 2002, by and among Huntsman Holdings, LLC, a Delaware limited
liability Company (“HH”), HMP Equity Holdings Corporation, a Delaware
corporation (“HMP”) Huntsman Company LLC, a Utah limited liability company (“H
Corp”), Huntsman Family Holdings II Company LLC, a Utah limited liability
company (“Family Holdings”), and MatlinPatterson Global Opportunities Partners
L.P., a Delaware limited partnership (“GOF”).


 


WHEREAS,
contemporaneously with the execution and delivery hereof, Family Holdings, GOF,
Huntsman Holdings Preferred Member LLC, a Delaware limited liability company
and Consolidated Press Holdings Limited (AGN 008 394 509), an Australian
corporation registered in the Australian Capital Territory (“CPH”), are
entering into the Limited Liability Company Agreement for HH, as such agreement
may be amended by the parties thereto from time to time (the “LLC Agreement”);
and


 


WHEREAS, in order to effectuate
certain of the governance provisions contemplated by the LLC Agreement with
respect to the Key Subsidiaries (as defined herein), the parties are entering
into this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and intending to be legally bound hereby, the parties agree as follows:


 


ARTICLE I

DEFINITIONS


 


When used in
this Agreement, the following terms shall have the meanings set forth below
(all terms used in this Agreement that are not defined in this Article I
shall have the meanings set forth elsewhere in this Agreement or, if not
otherwise defined elsewhere in this Agreement, the meanings set forth in the
LLC Agreement):


 


1.1           Adviser Director
shall have the meaning set forth in the LLC Agreement.


 


1.2           Agreement
shall mean this Interest Holders Agreement, as originally executed and as
amended from time to time.


 


1.3           Board of Managers
shall have the meaning set forth in the LLC Agreement.


 


1.4           CPH shall
have the meaning set forth in the introduction hereto.


 


1.5           Family Holdings
shall have the meaning set forth in the introduction hereto


 


1.6           GOF shall
have the meaning set forth in the introduction hereto.


 


1.7           GOF Designee
shall have the meaning set forth in the LLC Agreement.


 


1.8           GOF
Representative shall have the meaning set forth in the LLC Agreement.


 

















 


1.9           HH shall have
the meaning set forth in the introduction hereto.


 


1.10         H Corp shall
have the meaning set forth in the introduction hereto.


 


1.11         HMP shall have
the meaning set forth in the introduction hereto.


 


1.12         HIH shall mean
Huntsman International Holdings, LIE, a Delaware limited liability company.


 


1.13         Key Subsidiary
shall mean HIH and any additional Subsidiary of HMP which is designated as a
Key Subsidiary pursuant to Section 2.2(b).


 


1.14         Member shall
have the meaning set forth in the LLC Agreement.


 


1.15         Person shall
mean an individual, partnership, limited partnership, limited liability
company, corporation, trust, estate, association or any other entity.


 


1.16         Sale Transaction
shall mean a Year 1-4 Sale Transaction, a Year 5 Sale Transaction or a
Year 6 and After Sale Transaction, as the context shall require.


 


1.17         Special Action(s)
shall mean those actions set forth on Exhibit G and Exhibit H
to the LLC Agreement.


 


1.18         Subsidiary
shall mean, with respect to any Person, any corporation, partnership, limited
liability company, joint venture or other legal entity in which such Person
(either directly or through or together with other Subsidiaries) owns more than
50% of the voting securities of such corporation, partnership, limited
liability company, joint venture or other legal entity.


 


1.19         Year 1-4
Consenting Members shall have the meaning set forth in the LLC Agreement.


 


1.20         Year 1-4 Sale
Transaction shall have the meaning set forth in the LLC Agreement.


 


1.21         Year 5 Initiating
Members shall have the meaning set forth in the LLC Agreement.


 


1.22         Year 5 Sale
Transaction shall have the meaning set forth in the LLC Agreement.


 


1.23         Year 6 and After
Sale Transaction shall have the meaning set forth in the LLC Agreement.


 


ARTICLE II

COVENANTS


 


2.1           Hill Special
Actions.  Subject to
Section 2.3, each of the parties hereto agrees that for so long as HIH
shall remain a Subsidiary of HMP such party will not permit HIH to take any
Special Action unless (x) in the event of a Special Action set forth on Exhibit G
to the LLC Agreement, such Special Action shall have received the approval of
the GOF designee on the


 

















 


board of managers of HIH or, if
them is no GOF designee on the board of managers of HIH at least one of the
Adviser Directors and (y) in the event of a Special Action set forth on Exhibit H
to the LLC Agreement, such Special Action has received the written approval of
GOF.


 


2.2           Other Key
Subsidiaries.


 


(a)           Subject to
Section 2.3, each Key Subsidiary that becomes a party to this Agreement
pursuant to Section 2.2(b) below, hereby agrees that from and after such
time as it shall become a party to this Agreement and for so long as it shall
remain a Subsidiary of HMP it will not take any Special Action, unless (x) in
the event of a Special Action set forth on Exhibit G to the LLC
Agreement, such Special Action shall have received the approval of the GOF
designee on the board of directors (or other similar governing body) of such
Key Subsidiary or, if there is no GOF designee on the board of directors (or
other similar governing body) of such Key Subsidiary, at least one of the
Adviser Directors and (y) in the event of a Special Action set forth on Exhibit H
to the LLC Agreement, such Special Action has received the written approval of
GOF.


 


(b)           By giving written
notice to HMP and Family Holdings, GOF shall be entitled to designate any other
Subsidiary of HMP as a Key Subsidiary if GOF shall reasonably determine that
such Subsidiary operates businesses that are significant to the overall
business of HMP and its Subsidiaries taken as a whole.  HMP shall cause any Subsidiary designated a
Key Subsidiary pursuant to the preceding sentence to enter into a counterpart
to this Agreement as soon as reasonably practicable following such designation;
provided, however, that HMP shall not be required to cause any Subsidiary (such
Subsidiary, the “Excused Subsidiary”) to enter into this Agreement if doing so
would conflict with or result in a violation of the organizational and other
governing documents, if any, of the Excused Subsidiary, or conflict with, or
(with or without notice or lapse of time, or both) result in a termination,
breach, impairment or violation of or constitute a default under, any
instrument, indenture, lease, mortgage or other agreement or contract to which
the Excused Subsidiary is a party or to which the Excused Subsidiary or any of
its assets or properties may be subject or (ii) any federal, state, local or
foreign judgment, write, decree, order, ordinance, statute, rule or regulation
applicable to the Excused Subsidiary or its assets or properties, provided that
with respect to any Excused Subsidiary other than HIH or any of its
Subsidiaries, HMP and the Excused Subsidiary shall use reasonable efforts to
eliminate such conflict or to cause such violation to not occur; provided,
further, however, that if any Key Subsidiary is not required to enter into this
Agreement, then each of the parties hereto agrees that from and after such time
as the Excused Subsidiary designated a Key Subsidiary and for so long as the
Excused Subsidiary shall remain a Subsidiary of HMP, subject to
Section 2.3, such party will not permit, and will cause its Subsidiaries to
not permit, Excused Subsidiary to take any Special Action unless (x) in the
event of a Special Action set forth on Exhibit C to the LLC
Agreement, such Special Action shall have received the approval of the GOF
designee on the board of directors (or other similar governing body) of the
Excused Subsidiary or, if there is no GOF designee on the board of directors
(or other similar governing body) of the Excused Subsidiary, at least one of
the Adviser Directors and (y) in the event of a Special Action set forth on Exhibit
H to the LLC Agreement, such Special Action has received the mitten
approval of GOF.


 

















 


2.3           Sale Transaction.  Notwithstanding anything in this Agreement
to the Contrary, in event that any action is taken or sought or proposed to be
taken in connection with any Year 5 Sale Transaction, (i) GOF shall
exercise its rights under Sections 2.1 and 2.2 hereof only in manner which
is consistent with the rights of the Year 5 Initiating Members under
Section 10.2 of the LLC Agreement and which complies with GOF’s
obligations under Section 10.4 of the LLC Agreement and (ii) the parties
shall cause each Key Subsidiary to, and each Key Subsidiary shall, comply with
its obligations under Article III with respect to such Year 5 Sale
Transaction.


 


2.4           Board Rights.  Each of the parties hereto shall take all
action reasonably necessary to cause the election or appointment to the hoard
of directors (or other similar governing body) of each Key Subsidiary, one
person designated by GOF.


 


2.5           Information
Rights.  Each Key Subsidiary that
becomes a party to this Agreement shall, and each of the parties hereto shall
cause each other Key Subsidiary to, (i) make available to GOF all financial and
other information regarding such Key Subsidiary (including (x) monthly financial
statements, to the extent available, and quarterly and annual financial
statements with respect to HIH and, to the extent available, any other Key
Subsidiary and (y) annual operating plans or budgets and other financial and
other information prepared by such Key Subsidiary for any third party), and
(ii) provide GOF with such access and inspection rights as GOF shall reasonably
request.


 


2.6           Additional
Appointment Right.  In the event
that any Key Subsidiary is in material payment default under any of its respective
material financing arrangements, then, subject to receipt of any necessary
regulatory approvals, the parties shall take all steps reasonably necessary to
appoint, or to cause the appointment of, a Chief Restructuring Officer for such
Key Subsidiary selected by GOF for the period such default is ongoing.


 


ARTICLE III

OBLIGATIONS WITH RESPECT TO SALE TRANSACTIONS


 


3.1           Cooperation with
Sale Transaction.  In the event of
any Sale Transaction, each Key Subsidiary that is a party to this Agreement
will, and the parties shall cause each of their respective Subsidiaries to,
subject in all eases to third party rights pursuant to written agreements
existing on June 14, 2002, do, or cause to be done on its behalf or on
behalf of its Subsidiaries, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
Sale Transaction, all with a view to obtaining the highest possible after-tax
consideration and the best possible terms in such transaction.  Without limiting the generality of the
foregoing, each Key Subsidiary that is a party to this Agreement will, and the
parties shall cause each of its respective Subsidiaries to, subject in all
eases to third party rights pursuant to written agreements existing on
June 14, 2002, take or cause to be taken all actions, and do, or cause to
be done (on its own behalf or on behalf of its subsidiaries) all things as the
Year 1-4 Consenting Members, with respect to a Year 1-4 Sale Transaction, the
Year 5 Initiating Members, with respect to a Year 5 Sale Transaction, or
GOF, with respect to a Year 6 and After Sale Transaction), as the case may
be, may reasonably request consistent with the provisions hereof and the LEE
Agreement in connection with such transaction, including but not limited to
voting equity interests, the provision of financial information (including
auditing financial statements to the extent required or reasonably requested),
participation in meetings,


 

















 


due diligence sessions,
road shows, presentations to lenders and prospective lenders to any proposed
purchaser, the preparation of offering memoranda, private placement memoranda
prospectuses and similar documents, the execution and delivery of commitment
letters, engagement letters, confidentiality agreements, exclusivity
agreements, underwriting or placement agreements and other definitive documents
that may be necessary or appropriate in connection with such transaction,
including indemnification agreements, a definitive sale agreement, and other
reasonably requested certificates or documents, and obtaining comfort letters
of accountants and legal opinions in connection with such transaction; provided
that the foregoing shall not require any payment of consideration by any
Subsidiary.


 


ARTICLE IV

MISCELLANEOUS


 


4.1           Complete
Agreement.  This Agreement and the
LLC Agreement constitute the complete and exclusive statement of agreement
among the parties hereto with respect to the subject matter herein and therein
and replace and supersede all prior written and oral agreements or statements
by and among the parties or any of them. 
No representation, statement, condition or warranty not contained in
this Agreement will be binding on any party hereto or have any force or effect
whatsoever.  As among GOF, Family
Holdings and HH, to the extent that any provision of the LLC Agreement directly
conflicts with any provision of this Agreement, the LLC Agreement shall
control,


 


4.2           Assignment;
Binding Effect.  No party shall be
entitled to assign its rights or obligations under this Agreement without the
prior written consent of the other parties hereto.  This Agreement will be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns.


 


4.3           Parties in
Interest.  Nothing in this Agreement
shall confer any rights or remedies under or by reason of this Agreement on any
Persons other than the parties and their respective successors and permitted
assigns.


 


4.4           Pronouns;
Statutory References.  All pronouns
and all variations thereof shall be deemed to refer to the masculine, feminine,
or neuter, singular or plural, as the context in which they are used may
require.  Any reference to any statutes
or Jaws will include all amendments, modifications, or replacements of the
specific sections and provisions concerned.


 


4.5           Headings.  All headings herein are inserted only for
convenience and case of reference and are not to be considered in the
construction or interpretation of any provision of this Agreement.


 


4.6           Interpretation.  In the event any claim is made by any party
relating to any conflict, omission or ambiguity in this Agreement, no
presumption or burden of proof of persuasion shall be implied by virtue of the
fact that this Agreement was prepared by or at the request of a particular
party or its counsel.


 


4.7           References to
this Agreement.  Numbered or
lettered articles, sections and subsections herein contained refer to articles,
sections and subsections of this Agreement unless otherwise expressly stated.


 

















 


4.8           Severability.  If any provision of this Agreement or the
application of such to any person or circumstance shall be held invalid, the
remainder of this Agreement or the application of such provision to persons or
circumstances other than those to which it is held invalid shall not be
affected thereby.


 


4.9           Notices.  Unless otherwise specified herein, any
notice to be given or to be served upon any party hereto in connection with
this Agreement must be in writing (which may include facsimile) and will be deemed
to have been given and received when (a) delivered to the address specified by
the party to receive the notice, if delivered personally, (b) five days after
deposited with the U.S. postal service for delivery by first class mail,
(c) immediately upon delivery by facsimile if a confirmation is retained and
(d) one day after deposit with a nationally recognized overnight carrier for
next-day delivery.  Such notices shall
be given to the parties at their respective addresses set forth below.  Any party may, at any time by giving five
business days’ the prior written notice to the other parties, designate any
other address in substitution of the foregoing address to which such notice
will be given.


 


(a)           if to HH, H Corp or
H Equity, to:


 


c/o Huntsman Corporation


500 Huntsman Way


Salt Lake City, Utah 84108


Attn:  General Counsel


 


with copies to:


 


Skadden, Arps, Slate, Meagher


& Flom LLP


1600 Smith Street, Suite 4400


Houston, Texas 77002


Attn:  Frank Ed Bayouth II


 


and


 


(b)           if to Family
Holdings II, to:


 


Huntsman Family Holdings Company II LLC


500 Huntsman Way


Salt Lake City, Utah 84108


 


with copies to:


 


Huntsman Corporation


500 Huntsman Way


Salt Lake City, Utah 84108


Attn:  General Counsel


and


 

















 


Parr Waddoups


185 South State Street, Suite 1300


Salt Lake City, Utah 84111


Attn:  Brent Stevenson


 


and


 


(c)           if to GOF, to:


 


Matlin Patterson Global Opportunities Partners L.P.


520 Madison Avenue


New York, New York 10022-4213


Attention:  David Matlin


 


with a copy to:


 


Orrick, Herrington & Sutcliffe LLP


666 5th Avenue


New York, New York 10103


Attention:  Duncan Darrow


 


4.10         Amendments.  All amendments to this Agreement will be in
writing and must be signed by each of the parties hereto.


 


4.11         Multiple
Counterparts.   This Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.


 


4.12         Governing Law.  This Agreement shall be governed by the laws
of the State of Delaware, without reference to the principles of conflicts of
law thereof.


 


* * * * *


 

















 


Each of the
Parties hereto has executed this Agreement effective as of the date written
above.


 


	
  MATLIN PATTERSON GLOBAL OPPORTUNITIES
  PARTNERS L.P.  

  
	
   

  
	
  By:

  	
  MatlinPatterson Global Advisers LLC, as its investment advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
        /s/ David Matlin

  	
   

  
	
   

  	
  Name:  David Matlin

  
	
   

  	
  Title:  Chief Executive
  Officer

  
	
   

  	
   

  
	
  HUNTSMAN HOLDINGS, LLC
  

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
        /s/John Haskett

  	
   

  
	
   

  	
  Name:  John Haskett

  
	
   

  	
  Title:  Authorized Agent

  
	
   

  	
   

  
	
  HUNTSMAN FAMILY HOLDINGS II COMPANY LLC
  

  
	
   

  
	
   

  
	
  By:

  	
          /s/
  Sean Douglas

  	
   

  
	
  Name:

  	
   
       Sean Douglas

  	
   

  
	
  Title:

  	
   
       Vice President

  	
   

  
	
   

  
	
  HUNTSMAN COMPANY LLC

  
	
   

  
	
   

  
	
  By:

  	
       /J. Kimo Esplin

  	
   

  
	
   

  	
  Name:  J. Kimo Esplin

  
	
   

  	
  Title:  Executive Vice
  President & CFO

  
	
   

  
	
  HMP EQUITY HOLDINGS CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
       /J. Kimo Esplin

  	
   

  
	
   

  	
  Name:  J. Kimo Esplin

  
	
   

  	
  Title:  Executive Vice
  President & CFO