Exhibit
10.14


 


SECOND AMENDED AND
RESTATED


SECURITY AGREEMENT


 


among


 


HUNTSMAN LLC
(formerly known as Huntsman Company LLC),


 


CERTAIN
SUBSIDIARIES OF HUNTSMAN LLC,


 


and


 


DEUTSCHE BANK
TRUST COMPANY AMERICAS


(formerly known as
Bankers Trust Company),


as Collateral
Agent


 


Dated as of
September 30, 2003


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  SECURITY INTERESTS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section
  1.1.

  	
   

  	
  Reaffirmation

  	
   

  
	
   

  	
  Section
  1.2.

  	
   

  	
  Grant
  of Security Interests

  	
   

  
	
   

  	
  Section
  1.3.

  	
   

  	
  Acknowledgement
  of Subordinated Lien Position

  	
   

  
	
   

  	
  Section
  1.4.

  	
   

  	
  Power
  of Attorney

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  2.1.

  	
   

  	
  General
  Representations and Warranties

  	
   

  
	
   

  	
  Section
  2.2.

  	
   

  	
  Necessary
  Filings

  	
   

  
	
   

  	
  Section
  2.3.

  	
   

  	
  No
  Liens

  	
   

  
	
   

  	
  Section
  2.4.

  	
   

  	
  Other
  Financing Statements

  	
   

  
	
   

  	
  Section
  2.5.

  	
   

  	
  Chief
  Executive Office; Records

  	
   

  
	
   

  	
  Section
  2.6.

  	
   

  	
  Aircraft,
  Vehicles, Vessels and Railcars

  	
   

  
	
   

  	
  Section
  2.7.

  	
   

  	
  Location
  of Inventory and Equipment

  	
   

  
	
   

  	
  Section
  2.8.

  	
   

  	
  Recourse

  	
   

  
	
   

  	
  Section
  2.9.

  	
   

  	
  Organizational
  Names; Jurisdictions of Organization

  	
   

  
	
   

  	
  Section
  2.10.

  	
   

  	
  No
  Reincorporations

  	
   

  
	
   

  	
  Section
  2.11.

  	
   

  	
  Commercial
  Tort Claims

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  SPECIAL PROVISIONS CONCERNING RECEIVABLES;  CONTRACT RIGHTS; INSTRUMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  3.1.

  	
   

  	
  Additional
  Representations and Warranties

  	
   

  
	
   

  	
  Section
  3.2.

  	
   

  	
  Maintenance
  of Records

  	
   

  
	
   

  	
  Section
  3.3.

  	
   

  	
  Disposition
  or Collection of Receivables

  	
   

  
	
   

  	
  Section
  3.4.

  	
   

  	
  Instruments

  	
   

  
	
   

  	
  Section
  3.5.

  	
   

  	
  Further
  Actions

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  SPECIAL PROVISIONS CONCERNING MARKS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  4.1.

  	
   

  	
  Additional
  Representations and Warranties

  	
   

  
	
   

  	
  Section
  4.2.

  	
   

  	
  Divestitures

  	
   

  
	
   

  	
  Section
  4.3.

  	
   

  	
  Infringements

  	
   

  
	
   

  	
  Section
  4.4.

  	
   

  	
  Preservation
  of Marks

  	
   

  
	
   

  	
  Section
  4.5.

  	
   

  	
  Maintenance
  of Registration

  	
   

  
	
   

  	
  Section
  4.6.

  	
   

  	
  Future
  Registered Marks

  	
   

  
	
   

  	
  Section
  4.7.

  	
   

  	
  Remedies

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  5.1.

  	
   

  	
  Additional
  Representations and Warranties

  	
   

  
	
   

  	
  Section
  5.2.

  	
   

  	
  Licenses
  and Assignments

  	
   

  
	
   

  	
  Section
  5.3.

  	
   

  	
  Infringements

  	
   

  
	
   

  	
  Section
  5.4.

  	
   

  	
  Maintenance
  of Patents

  	
   

  
	
   

  	
  Section
  5.5.

  	
   

  	
  Prosecution
  of Patent Applications

  	
   

  
	
   

  	
  Section
  5.6.

  	
   

  	
  Other
  Patents and Copyrights

  	
   

  
	
   

  	
  Section
  5.7.

  	
   

  	
  Remedies

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  PROVISIONS CONCERNING PLEDGED SECURITIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  6.1.

  	
   

  	
  Pledge
  of Notes and Additional Stock

  	
   

  
	
   

  	
  Section
  6.2.

  	
   

  	
  Title;
  Security Interest and Lien

  	
   

  
	
   

  	
  Section
  6.3.

  	
   

  	
  Additional
  Documentation; Further Assurances

  	
   

  
	
   

  	
  Section
  6.4.

  	
   

  	
  Pledged
  Stock

  	
   

  
						



 


i

















 


	
  ARTICLE VII

  	
  PROVISIONS CONCERNING ALL COLLATERAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  7.1.

  	
   

  	
  Protection
  of Collateral Agent’s Security

  	
   

  
	
   

  	
  Section
  7.2.

  	
   

  	
  Warehouse
  Receipts Non-Negotiable; Third Party Acknowledgement

  	
   

  
	
   

  	
  Section
  7.3.

  	
   

  	
  Right
  to Initiate Judicial Proceedings, etc

  	
   

  
	
   

  	
  Section
  7.4.

  	
   

  	
  Appointment
  of a Receiver

  	
   

  
	
   

  	
  Section
  7.5.

  	
   

  	
  Further
  Actions

  	
   

  
	
   

  	
  Section
  7.6.

  	
   

  	
  Financing
  Statements

  	
   

  
	
   

  	
  Section
  7.7.

  	
   

  	
  Control

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  REMEDIES UPON OCCURRENCE OF EVENT OF
  DEFAULT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  8.1.

  	
   

  	
  Remedies;
  Obtaining the Collateral Upon Default

  	
   

  
	
   

  	
  Section
  8.2.

  	
   

  	
  Remedies;
  Disposition of the Collateral

  	
   

  
	
   

  	
  Section
  8.3.

  	
   

  	
  Waiver
  of Claims

  	
   

  
	
   

  	
  Section
  8.4.

  	
   

  	
  Application
  of Proceeds

  	
   

  
	
   

  	
  Section
  8.5.

  	
   

  	
  Remedies
  Cumulative

  	
   

  
	
   

  	
  Section
  8.6.

  	
   

  	
  Discontinuance
  of Proceedings

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  INDEMNITY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section
  9.1.

  	
   

  	
  Indemnity

  	
   

  
	
   

  	
  Section
  9.2.

  	
   

  	
  Indemnity
  Obligations Secured by Collateral; Survival

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  OTHER AGREEMENTS WITH COLLATERAL AGENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  10.1.

  	
   

  	
  Record
  Keeping and Reporting

  	
   

  
	
   

  	
  Section
  10.2.

  	
   

  	
  Compensation
  and Expenses

  	
   

  
	
   

  	
  Section
  10.3.

  	
   

  	
  Stamp
  and Other Taxes

  	
   

  
	
   

  	
  Section
  10.4.

  	
   

  	
  Filing
  Fees, Excise Taxes, Etc

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  THE COLLATERAL AGENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  11.1.

  	
   

  	
  Exculpatory
  Provisions

  	
   

  
	
   

  	
  Section
  11.2.

  	
   

  	
  Delegation
  of Duties

  	
   

  
	
   

  	
  Section
  11.3.

  	
   

  	
  Reliance
  by Collateral Agent

  	
   

  
	
   

  	
  Section
  11.4.

  	
   

  	
  Limitations
  on Duties of the Collateral Agent

  	
   

  
	
   

  	
  Section
  11.5.

  	
   

  	
  Collateral
  to Be Held for Benefit of Secured Parties

  	
   

  
	
   

  	
  Section
  11.6.

  	
   

  	
  Resignation
  and Removal of the Collateral Agent

  	
   

  
	
   

  	
  Section
  11.7.

  	
   

  	
  Status
  of Successors to the Collateral Agent

  	
   

  
	
   

  	
  Section
  11.8.

  	
   

  	
  Merger
  of the Collateral Agent

  	
   

  
	
   

  	
  Section
  11.9.

  	
   

  	
  Additional
  Co-Agents; Separate Agents

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  TERMINATION; REINSTATEMENT; RELEASES OF COLLATERAL UPON SATISFACTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  12.1.

  	
   

  	
  Release
  of Certain Security

  	
   

  
	
   

  	
  Section
  12.2.

  	
   

  	
  Termination
  Upon Satisfaction

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
  COLLATERAL AGENT MAY FILE PROOFS OF CLAIM

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  13.1.

  	
   

  	
  Filing
  of Claims

  	
   

  
	
   

  	
  Section
  13.2.

  	
   

  	
  Collection
  of Claims

  	
   

  
	
   

  	
  Section
  13.3.

  	
   

  	
  Limitations

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  14.1.

  	
   

  	
  Notices

  	
   

  
	
   

  	
  Section
  14.2.

  	
   

  	
  Waiver;
  Amendment

  	
   

  
	
   

  	
  Section
  14.3.

  	
   

  	
  Obligations
  Absolute

  	
   

  
	
   

  	
  Section
  14.4.

  	
   

  	
  Successors
  and Assigns

  	
   

  
	
   

  	
  Section
  14.5.

  	
   

  	
  Headings
  Descriptive

  	
   

  
	
   

  	
  Section
  14.6.

  	
   

  	
  Severability

  	
   

  
						



 


ii

















 


	
   

  	
  Section 14.7.

  	
   

  	
  GOVERNING
  LAW

  	
   

  
	
   

  	
  Section 14.8.

  	
   

  	
  Assignor’s
  Duties

  	
   

  
	
   

  	
  Section
  14.9.

  	
   

  	
  No
  Action by Secured Parties

  	
   

  
	
   

  	
  Section
  14.10.

  	
  Counterparts

  	
   

  
	
   

  	
  Section
  14.11.

  	
  Definitions;
  Interpretation

  	
   

  
	
   

  	
  Section
  14.12.

  	
  Conflicts
  with the Credit Agreement

  	
   

  



 


iii

















 


	
  Schedule A

  	
  Existing Hedging
  Agreements

  	
   

  
	
  Schedule B

  	
  Pledged Intercompany
  Notes

  	
   

  
	
  Schedule C

  	
  Pledged Stock

  	
   

  
	
  Schedule 2.5

  	
  Record Locations

  	
   

  
	
  Schedule 2.6

  	
  Aircraft, Vehicles,
  Vessels, Barges, Railcars and Rolling Stock

  	
   

  
	
  Schedule 2.7

  	
  Inventory and Equipment
  Locations

  	
   

  
	
  Schedule 2.9

  	
  Trade, Fictitious and
  Other Names

  	
   

  
	
  Schedule 2.10

  	
  Jurisdiction of
  Formation

  	
   

  
	
  Schedule 2.11

  	
  Commercial Tort Claims

  	
   

  
	
  Schedule 4.1

  	
  Trademarks

  	
   

  
	
  Schedule 5.1(A)

  	
  Patents and
  Applications

  	
   

  
	
  Schedule 5.1(B)

  	
  Copyrights and
  Applications

  	
   

  
	
   

  	
   

  	
   

  
	
  ANNEX A

  	
  Definitions

  	
   

  
	
  ANNEX B

  	
  Assignment of Security Interest in U.S.
  Trademarks and Patents

  	
   

  
	
  ANNEX C

  	
  Assignment of Security Interest in U.S.
  Copyrights

  	
   

  
	
  ANNEX D

  	
  Form of Supplement Regarding Addition of New
  Assignor

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Form of Intercompany
  Note

  	
   

  
	
  Exhibit 1.3

  	
  Form of Amended and
  Restated Intercreditor Agreement

  	
   

  



 


iv

















 


SECOND
AMENDED AND RESTATED SECURITY AGREEMENT


 


THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (the
“Agreement”), dated as of September 30, 2003, is by and among each of
the undersigned (each, an “Assignor” and, together with any other entity
that becomes a party hereto pursuant to Section 14.2 hereof,
collectively, the “Assignors”) and DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Collateral Agent (the “Collateral Agent”) for the benefit of (i) the
Lenders and the Administrative Agent under the Credit Agreement hereinafter
referred to; (ii) the Second Priority Senior Notes Trustee, for the benefit of
itself and the holders of the Second Priority Senior Notes; (iii) if one or
more Lenders (or any Affiliate thereof) has heretofore entered into or
hereafter enters into one or more (A) interest rate protection agreements
(including, without limitation, interest rate swaps, caps, floors, collars and
similar agreements), (B) foreign exchange contracts, currency swap
agreements or other similar agreements or arrangements designed to protect
against the fluctuations in currency values and/or (C) other types of hedging
agreements (collectively, the “Hedging Agreements”) with, or guaranteed
by, an Assignor, any such Lender or Lenders or any Affiliate of such Lender or
Lenders (even if the respective Lender subsequently ceases to be a Lender under
the Credit Agreement for any reason) so long as any such Lender or Affiliate
participates in the extension of such Hedging Agreements and their subsequent
assigns, if any; and (iv) one or more financial institutions from time to time
party to a Foreign Overdraft Facility Agreement with, or guaranteed by, an
Assignor (collectively the “Secured Parties” or the “Secured Party”).  Except as otherwise defined herein, terms
used herein and defined in the Credit Agreement shall be used herein as so
defined.


 


W I T N E S S E T
H :


 


WHEREAS, the Assignors and the Collateral Agent have
entered into that certain Collateral Trust and Intercreditor Agreement dated as
of January 29, 1996, as amended and restated by the Amended and Restated
Security Agreement dated as of September 30, 2002 (as previously amended,
modified or supplemented, the “Existing Security Agreement”);


 


WHEREAS, Huntsman LLC, a Utah limited liability
company formerly known as Huntsman Company LLC (the “Borrower”), the
financial institutions (the “Lenders”) from time to time party thereto
and Deutsche Bank Trust Company Americas, as administrative agent (together
with any successor agent, the “Administrative Agent”), entered into an
Amended and Restated Credit Agreement, dated as of September 30, 2002 (the “Credit
Agreement”, as the same has been amended and may hereafter be amended,
modified, extended, renewed, replaced, restated, waived or supplemented from
time to time, and including any agreement extending the maturity of or
restructuring of all or any portion of the Indebtedness under such agreement or
any successor agreements);


 


WHEREAS, Borrower, the other borrowers parties
thereto, Deutsche Bank Trust Company Americas, as administrative agent and
collateral agent, and the financial institutions parties thereto have also
entered into the Revolving Credit Agreement, dated as of September 30, 2002,
providing for the making of revolving loans as contemplated therein;


 

















 


WHEREAS, the Existing Security Agreement secures,
inter alia, the Credit Agreement Obligations (as hereinafter defined);


 


WHEREAS, on the date
hereof, Borrower is issuing $380 million in aggregate principal amount of
Senior Secured Notes due 2010 (together with any additional notes issued under
the Second Priority Notes Indenture (as hereinafter defined) which are
permitted to be issued under the Credit Agreement, the “Second Priority
Senior Notes”) under an indenture, dated as of the date hereof, among
Borrower, the Assignors parties thereto as guarantors, and HSBC Bank USA, as
trustee thereunder (such trustee, the “Second Priority Senior Notes Trustee”,
and such indenture, as amended, restated, supplemented, refinanced, replaced or
otherwise modified from time to time, the “Second Priority Senior Notes
Indenture”);


 


WHEREAS, the Assignors
party to the Second Priority Senior Notes Indenture have guaranteed the
obligations of Borrower under the Second Priority Senior Notes Indenture;


 


WHEREAS, the Assignors and the Collateral Agent now
desire to amend and restate the Existing Security Agreement in its entirety on
the terms and subject to the conditions set forth herein in order to secure the
Second Priority Senior Notes Obligations on a pari passu basis with the Credit
Agreement Obligations and all other Obligations (as defined herein);


 


WHEREAS, the Assignors may have from time to time
before the date hereof, entered into, or guaranteed, one or more Hedging
Agreements each as described on Schedule A hereto (collectively, the “Existing
Hedging Agreements”);


 


WHEREAS, the Assignors may at any time and from time to
time enter into, or guarantee, one or more Hedging Agreements;


 


WHEREAS, the Assignors may at any time and from time
to time enter into, or guarantee, one or more loan agreements evidencing the
Foreign Overdraft Facility (together with the Existing Foreign Overdraft
Facility Agreement, the “Foreign Overdraft Facility Agreements”);


 


WHEREAS, pursuant to the Amended and Restated
Subsidiary Guarantee Agreement, each Assignor (other than the Borrower) has
jointly and severally guaranteed to the Secured Parties (other than the Second
Priority Senior Notes Trustee and the holders of the Second Priority Senior
Notes) the payment when due of all obligations of Borrower under or with
respect to the Loan Documents, the Hedging Agreements and the Foreign Overdraft
Facility Agreements;


 


WHEREAS, HSCC has guaranteed to the Secured Parties
(other than the Second Priority Senior Notes Trustee and the holders of the
Second Priority Senior Notes) the payment when due of all obligations of
Borrower under or with respect to the Loan Documents, the Hedging Agreements
and the Foreign Overdraft Facility Agreements; and


 


WHEREAS, each Assignor desires to execute this
Agreement in order to satisfy the conditions under the Credit Agreement and the
Second Priority Senior Notes Indenture.


 


2

















 


NOW, THEREFORE, in consideration of the extensions of
credit to be made to each Assignor and other benefits accruing to each
Assignor, the receipt and sufficiency of which are hereby acknowledged, each
Assignor hereby makes the following representations and warranties to the
Collateral Agent for the benefit of the Secured Parties and hereby covenants
and agrees with the Collateral Agent for the benefit of the Secured Parties as
follows:


 


ARTICLE I

SECURITY INTERESTS


 


Section
1.1.             Reaffirmation. 
Subject to the provisions of Section 1.3, each Assignor hereby
reaffirms its prior grants of security interests under the Existing Security
Agreement in their entirety and the parties hereto agree that this Agreement
incorporates by reference the terms of the Existing Security Agreement.  Without limiting the foregoing, it is
expressly understood and agreed that all security interests, assignments and
liens granted by the Assignors in the Existing Security Agreement (and
predecessor agreements thereof) are not terminated hereby, but rather shall
continue and remain in full force and effect, subject to the terms and
provisions hereof.


 


Section 1.2.             Grant of Security Interests.


 


(a)           As collateral
security for the prompt and complete payment and performance when due by each
Assignor of all of such Assignor’s Obligations, each such Assignor does hereby
pledge, assign and transfer unto the Collateral Agent, and does hereby grant to
the Collateral Agent for the benefit of the Secured Parties, subject to Section
1.3, a continuing security interest in, all of the right, title and
interest of such Assignor in, to and under all of the following, whether now
existing or hereafter from time to time acquired: (i) all cash, deposit
accounts, securities accounts, deposits, securities and insurance policies now
or at any time hereafter in the possession or under control of such Assignor or
its respective bailees and any interest therein, (ii) each and every
Receivable, (iii) all Contracts, together with all Contract Rights arising
thereunder, and all equity and debt securities and other interests in any and
all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral
account established with respect to such Assignor and all monies, securities
and instruments deposited or required to be deposited in such cash collateral
account, (vi) all Equipment, (vii) all Marks, together with the registrations
and right to all renewals thereof, and the goodwill of the business of such
Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all
reissues, renewals or extensions thereof, (ix) all computer programs and all
intellectual property rights therein and all other proprietary information,
including, but not limited to, Trade Secrets, (x) all vehicles, aircraft,
vessels, barges, railcars, rolling stock and fixtures, together with accessions
thereto and replacement parts therefor, (xi) (A) all Intercompany Notes
described in Schedule B (as it may, from time to time, be supplemented
in accordance with the terms hereof), all other Intercompany Notes and all
other promissory notes which are pledged to the Collateral Agent or otherwise
become a part of the Collateral; (B) all shares of capital stock described in Schedule
C (as it may, from time to time, be supplemented in accordance with the
terms hereof) and all other shares of capital stock or other equity interests;
and (C) all Stock Rights, (xii) all books and records, customer lists, ledger
cards, credit files, print-outs, and other materials and records pertaining to
any of the foregoing, whether now owned or hereafter acquired, (xiii) all other
Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all
other personal property of such


 


3

















 


Assignor, whether now owned or hereafter acquired,
(xv) all documents of title evidencing or issued with respect to any of the
foregoing, and (xvi) all Proceeds and products of any and all of the foregoing
(including, without limitation, all insurance and claims for insurance effected
or held for the benefit of such Assignor in respect thereof) (all of the above,
as limited below, collectively, the “New Collateral” and, together with
the Collateral (as such term is defined in the Existing Security Agreement),
the “Collateral”)); provided,  however, that the security
interests granted hereunder shall not cover any Assignor’s right, title and
interest in any (1) Contract, lease, license or other agreement which by its
terms expressly prohibits in a legally valid manner the granting of a security
interest therein, (2) any asset described in clauses (t) or (u) of Section
7.10(a) of the Credit Agreement (except, in the case of any asset described in
clause (u) of Section 7.10(a) of the Credit Agreement, to the extent that the
Lender (as defined in that certain Loan Agreement by and among Huntsman
Headquarters Corporation, Huntsman Petrochemical Corporation, Huntsman Chemical
Corporation, Huntsman Packaging Corporation and U.S. Bank of Utah dated as of
December 17, 1996 (the “Headquarters Loan Agreement”)) has consented to
the grant by Huntsman Headquarters Corporation of a security interest in any
Collateral (as defined in the Headquarters Loan Agreement) hereunder); and (3)
capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit
Agreement to be pledged hereunder.


 


(b)           The Pledged
Intercompany Notes listed on Schedule B and the certificates
representing the Pledged Stock listed on Schedule C (other than the
shares of capital stock of Foreign Subsidiaries which are not certificated)
shall have been delivered to the Collateral Agent together with appropriate
undated note powers and stock powers duly executed in blank on or before the
date hereof.  Neither the Collateral
Agent nor any Secured Party shall be obligated to preserve or protect any
rights with respect to the Pledged Intercompany Notes or the Pledged Stock or
to receive or give any notice with respect thereto whether or not the
Collateral Agent or any Secured Party is deemed to have knowledge of such
matters.


 


(c)           The assignments and
security interests under this Agreement granted to the Collateral Agent shall
not relieve any Assignor from the performance of any term, covenant, condition
or agreement on such Assignor’s part to be performed or observed under or in
respect of any of the Collateral pledged by it hereunder or from any liability
to any Person under or in respect of any of such Collateral or impose any
obligation on the Collateral Agent to perform or observe any such term,
covenant, condition or agreement on such Assignor’s part to be so performed or
observed or impose any liability on the Collateral Agent for any act or
omission on the part of such Assignor relative thereto or for any breach of any
representation or warranty on the part of such Assignor contained in this
Agreement or any other Loan Document, or in respect of the Collateral pledged
by it hereunder or made in connection herewith or therewith.  The obligations of each Assignor contained
in this paragraph shall survive the termination of this Agreement and the
discharge of such Assignor’s other obligations hereunder.


 


(d)           The security
interests of the Collateral Agent under this Agreement extend to all Collateral
of the kind which is the subject of this Agreement which any Assignor may
acquire at any time during the continuation of this Agreement.


 


Section
1.3.             Acknowledgement of Subordinated Lien Position.  It is acknowledged and agreed that, as
between the holders of the Revolving Credit Agreement Obligations and the
Obligations, the Liens granted hereby and by the other Security Documents


 


4

















 


are intended to be junior and subject in all respects
to the Liens created pursuant to the Security Documents (as defined in the
Revolving Credit Agreement).  Each of
the Secured Parties agrees that all the rights hereunder are subject to the
terms of the Amended and Restated Intercreditor Agreement, a copy of which is
attached at Exhibit 1.3 hereto (as amended, modified, supplemented,
replaced or restated, the “Intercreditor Agreement”).


 


Section
1.4.             Power of Attorney.  Each Assignor hereby constitutes and
appoints the Collateral Agent its true and lawful attorney, irrevocably, with
full power after the occurrence of and during the continuance of an Event of
Default (in the name of such Assignor or otherwise), in the Collateral Agent’s
discretion, to take any action and to execute any instrument which the
Collateral Agent may reasonably deem necessary or advisable to accomplish the
purposes of this Agreement, which appointment as attorney is coupled with an
interest.


 


ARTICLE II

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section
2.1.             General
Representations and Warranties. Each Assignor represents, warrants and
covenants, which representations, warranties and covenants shall survive
execution and delivery of this Agreement, as follows:


 


(a)           [intentionally omitted]


 


(b)           such Assignor has
good and marketable title in fee simple to, or a valid leasehold interest in,
or a valid contractual agreement to use, all its material real property, and
good title to, or a valid leasehold interest in, or a valid contractual
agreement to use, all its other material property, and none of such property is
subject to any Lien except for Permitted Liens;


 


(c)           this Agreement
(together, with respect to the shares of capital stock of Foreign Subsidiaries,
such other necessary or advisable pledge agreements or other security
agreements or instruments properly executed, delivered, recorded and registered
by the holder of such shares under all applicable foreign laws) creates
security interests which are enforceable against such Assignor in all
Collateral now owned and hereafter acquired by such Assignor and which are,
upon filing of all appropriate financing statements, intellectual property
filings, railcar filings and, with respect to shares of capital stock in
Foreign Subsidiaries, any necessary filings in foreign jurisdictions
contemplated hereby and the delivery of the Pledged Securities to the
Collateral Agent in accordance with the terms hereof (other than with respect
to the shares of capital stock of Foreign Subsidiaries which are not
certificated), perfected security interests (other than in the Excluded Foreign
or Transportation Assets);


 


(d)           [intentionally omitted]


 


(e)           such Assignor is
the direct and sole legal and equitable owner of any and all Pledged Debt and
Pledged Intercompany Notes indicated on Schedule B as being owned by
it.  Such Assignor has good and
marketable title to such Pledged Debt and has all requisite rights, power, and
authority to pledge and deliver such Pledged Debt to the Collateral Agent
pursuant hereto.  Such Pledged Debt is
free and clear of all Liens, other than Permitted Liens.  Such Assignor has not amended any term of or
waived any rights under the Pledged Intercompany


 


5

















 


Notes held by it. 
The pledge, assignment and delivery of the Pledged Intercompany Notes to
or on behalf of the Collateral Agent pursuant to this Agreement creates a
valid, continuing, perfected Lien on such Pledged Intercompany Notes in favor
of the Collateral Agent, for the benefit of the Collateral Agent and the
Secured Parties, subject only to Section 1.3; and


 


(f)            such Assignor is
the record and beneficial owner of each share of the Pledged Stock indicated on
Schedule C as being owned by it and such Pledged Stock represents the
percentage (on a fully diluted basis) of the issued and outstanding capital stock
of its issuer as set forth on Schedule C.  All of such shares of the Pledged Stock are duly authorized,
validly issued, fully paid and non-assessable (or, with respect to the Foreign
Subsidiaries, to the extent such concepts are applicable under the laws under
which such Subsidiaries are organized). 
Such Assignor has good and marketable title to such Pledged Stock and
has all requisite rights, power, and authority to pledge and deliver such
Pledged Stock to the Collateral Agent pursuant hereto (or, with respect to the
shares of capital stock of any Foreign Subsidiaries that are not certificated,
to execute, deliver, record and register any and all pledges or charges on such
shares which are necessary or advisable to create a first priority perfected security
interest in such shares).  Such Pledged
Stock is free and clear of all Liens, options, warrants, puts, calls, or other
rights of third persons, other than Permitted Liens.  The pledge, assignment and delivery of such Pledged Stock to or
on behalf of the Collateral Agent pursuant to this Agreement creates valid,
continuing, perfected Liens on such Pledged Stock in favor of the Collateral
Agent, for the benefit of the Collateral Agent and the Secured Parties, subject
only to Section 1.3.  Each
Assignor indicated on Schedule C as owning shares in a Foreign
Subsidiary has executed and delivered and will promptly following the date
hereof record and register, any and all pledges, charges and other instruments
necessary to create valid, continuing, perfected Liens (or the equivalent
rights under the applicable laws of the relevant foreign jurisdictions) on such
Pledged Stock in favor of the Collateral Agent, for the benefit of the
Collateral Agent and the Secured Parties, subject to Section 1.3.


 


Section
2.2.             Necessary Filings. 
All documents and instruments for all filings, registrations and
recordings necessary or appropriate to create, preserve, protect and perfect
the security interests granted by the Assignors to the Collateral Agent hereby
in respect of the Collateral have been delivered by the Assignors to the
Collateral Agent, and, upon the Collateral Agent’s accomplishing of all such
filings, registrations and recordings, the security interests granted to the
Collateral Agent pursuant to this Agreement in and to the Collateral constitute
or shall constitute perfected security interests therein prior to the rights of
all other Persons therein and subject to no other Liens except for Permitted
Liens and is or shall be entitled to all the rights, priorities and benefits
afforded by the Code or other relevant law as enacted in any relevant
jurisdiction to perfected security interests; provided, however, that the
parties agree that no Assignor shall have any obligation hereunder to take any
actions to perfect the security interests granted by such Assignor to the
Collateral Agent hereunder in any Excluded Foreign or Transportation Assets.


 


6

















 


Section
2.3.             No Liens.  Each Assignor is,
and as to Collateral acquired by it from time to time after the date hereof,
will be, the owner of or otherwise has the right to use all Collateral free
from any Lien, security interest, encumbrance or other right, title or interest
of any Person (other than Liens created hereby and Permitted Liens), and such
Assignor shall defend the Collateral against all claims and demands of all
Persons at any time claiming the same or any interest therein adverse to the
Collateral Agent.


 


Section
2.4.             Other Financing Statements. 
As of the date hereof, there is no financing statement (or similar
statement or instrument of registration under the law of any jurisdiction) on
file or of record in any relevant jurisdiction covering or purporting to cover
any interest of any kind in the Collateral, except for (i) those evidencing
Permitted Liens, (ii) termination statements and (iii) financing
statements for which valid termination statements have been previously filed or
delivered to the Collateral Agent on the date hereof and, so long as any of the
Obligations are in effect, no Assignor will execute or authorize to be filed in
any public office any financing statement (or similar statement or instrument
of registration under the law of any jurisdiction) or statements relating to
the Collateral, except financing statements filed or to be filed in respect of
and covering the security interests granted hereby by such Assignor or for
those evidencing Permitted Liens.


 


Section
2.5.             Chief Executive Office; Records. 
The chief executive office of each Assignor is located at the address
indicated on Schedule 2.5 hereto for such Assignor.  No Assignor will move its chief executive
office except to such new location as such Assignor may establish in accordance
with the last sentence of this Section 2.5.  The originals of all documents evidencing all Receivables,
Contract Rights and Trade Secrets of each Assignor and the only original books
of account and records of such Assignor relating thereto are, and will continue
to be, kept at such chief executive office, at such other locations shown on Schedule
2.5 hereto or at such new locations as such Assignor may establish in
accordance with the last sentence of this Section 2.5.  All Receivables and Contract Rights of such
Assignor are, and will continue to be, maintained at, and controlled and
directed (including, without limitation, for general accounting purposes) from,
the office locations described above. 
No Assignor shall establish new locations for such offices until (i) it
shall have given to the Collateral Agent not less than 30 days’ (or such
shorter period as may be acceptable to the Collateral Agent) prior written
notice of its intention to do so, clearly describing such new location and
providing such other information in connection therewith as the Collateral
Agent may reasonably request, (ii) with respect to such new location, it
shall have taken all action, reasonably satisfactory to the Collateral Agent,
to maintain the security interests of the Collateral Agent in the Collateral
intended to be granted and perfected hereby at all times fully perfected and in
full force and effect, (iii) at the reasonable request of the Collateral Agent,
it shall have furnished an opinion of counsel acceptable to the Collateral
Agent to the effect that all financing or continuation statements and
amendments or supplements thereto have been filed in the appropriate filing
office or offices, and all other actions (including, without limitation, the
payment of all filing fees and taxes, if any, payable in connection with such filings)
have been taken, in order to perfect (and maintain the perfection and priority
of) the security interests granted hereby and (iv) the Collateral Agent shall
have received evidence that all other actions (including, without limitation,
the payment of all filing fees and taxes, if any, payable in connection with
such filings) have been taken, in order to perfect (and maintain the perfection
and priority of) the security interests granted hereby.


 


7

















 


Section
2.6.             Aircraft,
Vehicles, Vessels and Railcars.  All aircraft, vehicles, vessels, barges,
railcars and rolling stock owned by each Assignor (other than the Excluded
Transportation Assets) are identified under such Assignor’s name on Schedule
2.6.  Each Assignor agrees that in
the event it acquires or otherwise holds title to any aircraft, vessels,
barges, railcars or rolling stock (other than the Excluded Transportation
Assets) not otherwise identified on Schedule 2.6, such Assignor shall
(A) give the Collateral Agent prompt written notice thereof, clearly describing
such new aircraft, vessel, barges, railcars or rolling stock, and shall provide
such other information in connection therewith as the Collateral Agent may
request, and (B) take all actions reasonably satisfactory to the Collateral
Agent to cause the security interests in the Collateral granted by it hereby to
be, and continue at all times to be, fully perfected and in full force and
effect.  The Collateral Agent hereby
agrees, on behalf of the Secured Parties, that the Assignors shall not be
obligated to perfect the Collateral Agent’s security interests in Excluded
Transportation Assets; provided, however, that each Assignor agrees, within ten
(10) days of its receipt of a written request from Collateral Agent after the
occurrence and during the continuance of an Event of Default, to take any and
all actions necessary or reasonably requested by the Collateral Agent,
including the execution and delivery of all documents and instruments necessary
or reasonably requested by the Collateral Agent, to perfect the Collateral
Agent’s security interests in any or all Excluded Transportation Assets owned
by such Assignor.


 


Section
2.7.             Location of Inventory and Equipment. 
All Inventory and Equipment held on the date hereof by each Assignor is
located at one of the locations shown on Schedule 2.7 hereto.  Each Assignor agrees that all Inventory and
Equipment (other than Inventory in transit in the ordinary course of business)
now held or subsequently acquired by it shall be kept at (or shall be in
transport to) any one of the locations shown on Schedule 2.7 hereto or
such new location as such Assignor may establish in accordance with the last
sentence of this Section 2.7. 
Any Assignor may establish a new location for Inventory and Equipment
only if (i) it shall have given to the Collateral Agent not less than 15 days
(or such shorter period as may be acceptable to the Collateral Agent) prior
written notice of its intention so to do, clearly describing such new location
and providing such other information in connection therewith as the Collateral
Agent may request, (ii) with respect to such new location, it shall have
taken all action reasonably satisfactory to the Collateral Agent to maintain
the security interests of the Collateral Agent in the Collateral intended to be
granted hereby at all times fully perfected and in full force and effect, (iii)
at the reasonable request of the Collateral Agent, it shall have furnished an
opinion of counsel reasonably  acceptable to the Collateral Agent to the
effect that all financing or continuation statements and amendments or
supplements thereto have been filed in the appropriate filing office or
offices, and (iv) the Collateral Agent shall have received reasonable  evidence
that all other actions (including, without limitation, the payment of all
filing fees and taxes, if any, payable in connection with such filings) have
been taken, in order to perfect (and maintain the perfection and priority of)
the security interests granted hereby.


 


Section
2.8.             Recourse.  This Agreement is
made with full recourse to each Assignor and pursuant to and upon all the
warranties, representations, covenants and agreements on the part of such
Assignor contained herein, in the other Loan Documents, the Second Priority
Senior Notes Indenture, the Second Priority Senior Notes and, as applicable the
Hedging Agreements, the Foreign Overdraft Facility Agreements and otherwise in
connection herewith or therewith.


 


8

















 


Section
2.9.             Organizational Names; Jurisdictions of
Organization.  No Assignor has or operates in any
jurisdiction under, or in the preceding 12 months has had or has operated in
any jurisdiction under, any trade names, fictitious names or other names
(including, without limitation, any names of divisions or operations) except
its legal name and such other trade, fictitious or other names as are listed on
Schedule 2.9 hereto.  The
corporation identification number or other applicable formation identification
number, the exact legal name as it appears in official filings in the state of
its incorporation or organization and the jurisdiction of incorporation or
organization of each Assignor is set forth on Schedule 2.9 hereto.  No Assignor shall change its legal name or
assume or operate in any jurisdiction under any new trade, fictitious or other
name in any manner which might make any financing statement or continuation
statement filed in connection therewith seriously misleading within the meaning
of Section 9-506 of the UCC until (i) it shall have given to the Collateral
Agent not less than 30 days’ prior written notice of its intention so to do,
clearly describing such new name and the jurisdictions in which such new name
shall be used and providing such other information in connection therewith as
the Collateral Agent may reasonably request, (ii) with respect to such new
name, it shall have taken all action to maintain the security interests of the
Collateral Agent in the Collateral intended to be granted hereby at all times
fully perfected and in full force and effect, (iii) at the request of the
Collateral Agent, it shall have furnished an opinion of counsel reasonably  acceptable
to the Collateral Agent to the effect that all financing or continuation
statements and amendments or supplements thereto have been filed in the
appropriate filing office or offices, and (iv) the Collateral Agent shall have
received evidence that all other actions (including, without limitation, the
payment of all filing fees and taxes, if any, payable in connection with such
filings) have been taken, in order to perfect (and maintain the perfection and
priority of) the security interests granted hereby.


 


Section
2.10.           No Reincorporations. 
The state of incorporation or formation of each Assignor as of the date
hereof is listed on Schedule 2.10. 
Without limiting the prohibitions on mergers involving the Assignors
contained in the Credit Agreement, no Assignor shall reincorporate or
reorganize itself under the laws of any jurisdiction other than the
jurisdiction in which it is incorporated or organized as of the date hereof
unless (i) it shall have given to the Collateral Agent not less than 30 days’
(or such shorter period as may be acceptable to the Collateral Agent) prior
written notice of its intention to do so, clearly describing such
reincorporation or reorganization and providing such other information in
connection therewith as the Collateral Agent may reasonably request, (ii) with
respect to such new jurisdiction, it shall have taken all action, reasonably
satisfactory to the Collateral Agent, to maintain the security interests of the
Collateral Agent in the Collateral intended to be granted and perfected hereby
at all times fully perfected and in full force and effect, (iii) at the
reasonable request of the Collateral Agent, it shall have furnished an opinion
of counsel acceptable to the Collateral Agent to the effect that all financing
or continuation statements and amendments or supplements thereto have been
filed in the appropriate filing office or offices, and all other actions
(including, without limitation, the payment of all filing fees and taxes, if
any, payable in connection with such filings) have been taken, in order to
perfect (and maintain the perfection and priority of) the security interests
granted hereby and (iv) the Collateral Agent shall have received evidence that
all other actions (including, without limitation, the payment of all filing
fees and taxes, if any, payable in connection with such filings) have been
taken, in order to perfect (and maintain the perfection and priority of) the
security interests granted hereby.


 


9

















 


Section
2.11.           Commercial Tort Claims. 
Except for matters disclosed on Schedule 2.11 hereto, as of the
date hereof no Assignor owns any material Commercial Tort Claims.  To the extent any material Commercial Tort
Claim has been instituted and has not previously been disclosed on Schedule
2.11 hereto, the Assignors shall promptly deliver to the Collateral Agent
an amended Schedule 2.11 which contains a written description of the
nature of the case, the parties and the case number if one has been assigned by
the applicable court, and such amended Schedule 2.11 shall be deemed to
be a part hereof from and after such delivery without any action required on
the part of the Collateral Agent.


 


ARTICLE III

SPECIAL PROVISIONS CONCERNING RECEIVABLES; 

CONTRACT RIGHTS; INSTRUMENTS


 


Section
3.1.             Additional Representations and Warranties. 
The Assignors hereby agree with respect to the Receivables that as of
the time when each Receivable arises, each Assignor shall be deemed to have
represented and warranted that such Receivable, and all records, papers and
documents relating thereto (if any) are genuine and in all respects what they
purport to be, and that all papers and documents (if any) relating thereto (i)
will, to the best of such Assignor’s knowledge, represent the genuine, legal,
valid and binding obligation of the account debtor evidencing indebtedness
unpaid and owed by the respective account debtor arising out of the performance
of labor or services or the sale or lease and delivery of the merchandise
listed therein, or both; (ii) will be the only original writings evidencing and
embodying such obligation of the account debtor named therein (other than
copies created for general accounting purposes); (iii) will, to the best of
such Assignor’s knowledge, evidence true and valid obligations, enforceable in
accordance with their respective terms; and (iv) will be in compliance and will
conform in all material respects with all Requirements of Law.


 


Section
3.2.             Maintenance of Records. 
Each Assignor will keep and maintain at its own cost and expense
satisfactory and complete records of its Receivables and Contracts (other than
Contracts that do not constitute Collateral), including, but not limited to,
the originals (where available) of all documentation (including each Contract,
other than Contracts that do not constitute Collateral) with respect thereto,
records of all payments received, all credits granted thereon, all merchandise
returned and all other dealings therewith, and that such Assignor will make the
same available on such Assignor’s premises to the Collateral Agent for inspection,
at such Assignor’s own cost and expense, at any and all reasonable times upon
demand.  Upon the occurrence and during
the continuance of an Event of Default and the request of the Collateral Agent,
each Assignor shall, at its own cost and expense, deliver all tangible evidence
of its Receivables and Contract Rights (other than Contract Rights that do not
constitute Collateral) (including, without limitation, all documents evidencing
the Receivables and all Contracts, other than Contracts that do not constitute
Collateral) and such books and records to the Collateral Agent or to its
representatives (copies of which evidence and books and records may be retained
by such Assignor).  Upon the Collateral
Agent’s reasonable request, each Assignor shall legend, in form and manner
reasonably satisfactory to the Collateral Agent, the books, records and
documents of such Assignor evidencing or pertaining to Receivables and
Contracts with an appropriate reference to the fact that such Receivables and
Contracts have been assigned to the Collateral Agent and that the Collateral
Agent has security interests therein.


 


10

















 


Section
3.3.             Disposition or
Collection of Receivables.  No Assignor shall sell any material Receivable
or Contract, or interest therein, owned by it without the prior written consent
of the Collateral Agent, except as permitted by Section 8.6 of the Credit
Agreement.  Each Assignor will duly
fulfill all obligations on its part to be fulfilled under or in connection with
its Receivables and Contracts and no Assignor will do anything to impair the
rights of the Collateral Agent in the Receivables or Contracts.


 


Section
3.4.             Instruments.  If any Assignor owns
or acquires any Instrument constituting Collateral, such Assignor will within
ten (10) days notify the Collateral Agent thereof, and upon request by the
Collateral Agent will promptly deliver such Instrument to the Revolving Credit
Agreement Collateral Agent (or, if the Revolving Credit Agreement Obligations
shall have been Fully Paid, to the Collateral Agent) appropriately endorsed to
the order of the applicable Collateral Agent.


 


Section
3.5.             Further Actions. 
Each Assignor will, at its own expense, make, execute, endorse,
acknowledge, file and/or deliver to the Collateral Agent from time to time such
vouchers, invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, reports
and other assurances or instruments and take such further steps relating to its
Receivables, Contracts, Instruments, Investment Property and other property or
rights covered by the security interests hereby granted, as the Collateral
Agent may reasonably require.


 


ARTICLE IV

SPECIAL PROVISIONS CONCERNING MARKS


 


Section
4.1.             Additional Representations and Warranties. 
Each Assignor represents and warrants as of the date hereof (or, in the
case of an Assignor made party hereto pursuant to its execution of a supplement
hereto in accordance with Section 14.2(d), as of the date of such
supplement) that it is the true and lawful exclusive owner of the registrations
and pending applications for Marks listed under its name in Schedule 4.1
and that said listed registrations and pending applications for Marks include
all the registrations or pending applications in the United States Patent and
Trademark Office that such Assignor now owns in connection with its
business.  Each Assignor represents and
warrants that, to its knowledge, it owns or is licensed to use all Marks that
it uses.  Each Assignor further warrants
that, except as indicated on Schedule 4.1, it is aware of no third party
claim that any aspect of such Assignor’s present or contemplated business
operations infringes or will infringe any Mark in any manner that is reasonably
likely to cause a Material Adverse Effect. 
Each Assignor further represents and warrants as of the date hereof (or
a supplement hereto in accordance with Section 14.2(d), as of the date
of such supplement) that the Marks listed under its name in Schedule 4.1
are valid, subsisting, have not been canceled, except with respect to any such
Marks that are not necessary or material to the operation or financial
condition of Assignor’s business.  Each
Assignor represents and warrants that it owns or is licensed to use all United
States trademark registrations and applications that it uses (other than any
trademark registrations or applications that are not necessary or material to
the operation or financial condition of Assignor’s business).  Each Assignor hereby grants to the
Collateral Agent an absolute power of attorney to sign, upon the occurrence and
during the continuance of an Event of Default, any document which may be
required by the United States Patent and Trademark Office in order to effect an
absolute


 


11

















 


assignment of all right, title and interest in each
Mark and associated goodwill, and record the same.  Each Assignor agrees to update Schedule 4.1 from time to
time at the request of the Collateral Agent (but no less frequently than
annually) to reflect any new information required to be indicated thereon and
will provide such supplement to the Collateral Agent in the form required by
the Collateral Agent.


 


Section
4.2.             Divestitures.  Each Assignor hereby agrees not to divest
itself of any material right under any Mark that is necessary or material to
the operation or financial condition of such Assignor’s business absent prior
written approval of the Collateral Agent, except in accordance with Section 8.6
of the Credit Agreement.


 


Section
4.3.             Infringements.  Each Assignor agrees, promptly upon learning
thereof, to notify the Collateral Agent in writing of the name and address of,
and to furnish such pertinent information that may be available with respect
to, any party who may be infringing or otherwise violating any of such
Assignor’s rights in and to any Significant Mark, or with respect to any party
claiming that such Assignor’s use of any Significant Mark violates any property
right of that party, in each case to the extent that such Assignor reasonably
believes that, with respect to such infringement, if determined adversely to
such Assignor, it could reasonably be expected to have a Material Adverse
Effect.


 


Section
4.4.             Preservation of
Marks.  Each Assignor shall have
the duty to: (a) prosecute diligently any trademark application or service mark
application that is a part of the Marks pending as of the date hereof or
hereafter which are necessary or material to the operation or financial
condition of such Assignor’s business; (b) make application for trademarks or
service marks which are necessary or material to the operation or financial
condition of such Assignor’s business; and (c) use its best efforts to maintain
in full force and effect the Marks and the licenses therefor that are or shall
be necessary or material to the operation or financial condition of such
Assignor’s business.


 


Section
4.5.             Maintenance of Registration.  Each Assignor shall, at its own expense,
diligently process all documents required by the Trademark Act of 1946, 15
U.S.C. §§ 1051 et  seq. to maintain trademark registrations,
including but not limited to affidavits of use and applications for renewals of
registration in the United States Patent and Trademark Office for all of its
Significant Marks pursuant to 15 U.S.C. §§ 1058(a), 1059 and 1065, and
shall pay all fees and disbursements in connection therewith and shall not
abandon any such filing of affidavit of use or any such application of renewal
prior to the exhaustion of all reasonable administrative and judicial remedies
without prior written consent of the Collateral Agent, except as otherwise
permitted under Section 4.4 herein.


 


Section
4.6.             Future Registered Marks. 
Each Assignor shall, on a quarterly basis, deliver to the Collateral
Agent (a) a copy of each Mark registration issued after the date hereof to such
Assignor as a result of any application now or hereafter pending before the
United States Patent and Trademark Office, and (b) a grant of security in such
Mark to the Collateral Agent, confirming the grant thereof hereunder, the form
of such grant to be substantially the same as the form hereof.


 


12

















 


Section
4.7.             Remedies.  If an Event of Default
shall occur and be continuing, the Collateral Agent may, by written notice to
the relevant Assignor, take any or all of the following actions:  (i) declare the entire right, title and
interest of such Assignor in and to each of its Marks together with the
goodwill of the business associated therewith, together with all trademark
rights and rights of protection to the same, vested in the Collateral Agent for
the benefit of the Secured Parties, in which event such rights, title and
interest shall immediately vest, in the Collateral Agent for the benefit of the
Secured Parties, in which case the Collateral Agent shall be entitled to
exercise the power of attorney referred to in Section 4.1 to execute,
cause to be acknowledged and notarized and record said absolute assignment with
the applicable agency; (ii) take and use or sell the Marks together with the
goodwill of such Assignor’s business symbolized by the Marks and the right to
carry on the business and use the assets of such Assignor in connection with
which the Marks have been used; and (iii) direct such Assignor to refrain,
in which event such Assignor shall refrain, from using the Marks in any manner
whatsoever, directly or indirectly, and execute such other and further
documents that the Collateral Agent may request to further confirm this and to
transfer ownership of the Marks and registrations and any pending trademark
application in the United States Patent and Trademark Office or any equivalent
government agency or office in any foreign jurisdiction to the Collateral
Agent.


 


ARTICLE V

SPECIAL PROVISIONS CONCERNING

PATENTS, COPYRIGHTS AND TRADE SECRETS


 


Section
5.1.             Additional Representations and Warranties. 
Each Assignor represents and warrants as of the date hereof (or, for any
Assignor made a party hereto pursuant to its execution of a supplement hereto
in accordance with Section 14.2(d), as of the date of such supplement)
that it is the true and lawful exclusive owner of or otherwise has the right to
use (i) all material Trade Secrets necessary to operate the business of such
Assignor, (ii) the Patents listed in Schedule 5.1(A) hereto for such
Assignor and (iii) the Copyrights listed in Schedule 5.1(B) hereto for
such Assignor, as such Schedule 5.1 may be updated from time to time,
for such Assignor, that said Patents constitute all the United States patents
and applications for United States patents that such Assignor as of the date
hereof owns or otherwise has the right to use. 
Each Assignor represents and warrants that, to its knowledge,  it owns or is licensed to practice under all
Patents and Copyrights that it now uses or practices under, except where the
failure to own or be licensed under such Patents and Copyrights would not
reasonably be expected to have a material and adverse effect on the operations
or financial condition of such Assignor. 
Each Assignor further warrants that, except as indicated on Schedule
5.1, it is aware of no third party claim that any aspect of such Assignor’s
present or contemplated business operations infringes or will infringe any
patent or any copyright or such Assignor has misappropriated any Trade Secrets
or proprietary information which could reasonably be expected to have a
Material Adverse Effect.  Each Assignor
represents and warrants that upon the recordation of each Grant of Security
Interest in United States Trademarks and Patents in the form of Annex A
hereto in the United States Patent and Trademark Office and the recordation of
a Grant of Security Interest in United States Copyrights in the form of Annex
B hereto in the United States Copyright Office, together with filings of
appropriate UCC financing statements pursuant to this Agreement, all filings,
registrations and recordings necessary or appropriate to perfect the security
interests granted to the Collateral Agent in the United States Patents and


 


13

















 


United States Copyrights covered by this Agreement
under federal law will have been accomplished to the extent such perfection may
be obtained under federal law.  Each
Assignor agrees to execute such a Grant of Security Interest in United States
Trademarks and Patents covering all right, title and interest in each United
States Patent of such Assignor and to record the same, and to execute such a Grant
of Security Interest in United States Copyrights covering all right, title and
interest in each United States Copyright of such Assignor and to record the
same. 
Each Assignor hereby grants to the Collateral Agent an
absolute power of attorney to sign, upon the occurrence and during the
continuance of an Event of Default, any document which may be required by the
United States Patent and Trademark Office or the United States Copyright Office
in order to effect an absolute assignment of all right, title and interest in
each Patent and Copyright owned by such Assignor, and record the same.  Each Assignor agrees to update Schedule
5.1 from time to time at the request of Collateral Agent (but no less
frequently than annually) to reflect any new information required to be
indicated thereon and will provide such supplement to the Collateral Agent in
the form required by the Collateral Agent.


 


Section
5.2.             Licenses and Assignments. 
Each Assignor hereby agrees not to divest itself of any material right
under any Patent or Copyright that is necessary or material to the operation or
financial condition of such Assignor’s business absent prior written approval
of the Collateral Agent, except in accordance with Section 8.6 of the Credit
Agreement.


 


Section
5.3.             Infringements. 
Each Assignor agrees, promptly upon learning thereof, to furnish the
Collateral Agent in writing with all pertinent information available to such
Assignor with respect to any infringement or other violation by any third party
of such Assignor’s rights in and to any Significant Patent or Significant
Copyright, or with respect to any claim that practice of any Significant Patent
or Significant Copyright by such Assignor violates any property right of that
party, or with respect to any misappropriation of any Trade Secret or any claim
that such Assignor’s practice of any Trade Secret violates any property right
of a third party, in each case, to the extent that such Assignor reasonably
believes that such infringement or violation, if determined adversely to such
Assignor, could reasonably be expected to have a Material Adverse Effect.  Each Assignor further agrees, consistent
with good business practice, to diligently prosecute any Person infringing any
Significant Patent or Significant Copyright or any Person misappropriating any
of such Assignor’s Trade Secrets to the extent that such Assignor reasonably
believes that such infringement or misappropriation is material to its
business.


 


Section
5.4.             Maintenance of Patents. 
Each Assignor shall have the duty to: (a) prosecute diligently any
Patent or Copyright application that is pending as of the date hereof or
hereafter which is necessary or material to the operation or financial
condition of such Assignor’s business; (b) make application for Patents and
Copyrights which are necessary or material to the operation or financial
condition of such Assignor’s business; and (c) use its best efforts to maintain
in full force and effect the Patents, the Copyrights and the licenses therefor
that are or shall be necessary or material to the operation or financial
condition of such Assignor’s business. 
At its own expense, each Assignor shall make timely payment of all
post-issuance fees required pursuant to 35 U.S.C. § 41 to maintain in
force rights under each Significant Patent.


 


14

















 


Section
5.5.             Prosecution of Patent Applications. 
At its own expense, each Assignor shall diligently prosecute all
applications for United States Patents listed under its name in Schedule
5.1(A), other than those that are not necessary or material to the
operation or financial condition of such Assignor’s business.


 


Section
5.6.             Other Patents and Copyrights. 
Each Assignor shall, on a quarterly basis, deliver to the Collateral
Agent (a) a copy of the first page of each Patent or Copyright issued after the
date hereof and (b) a grant of security in such Patent or Copyright, or
application thereof as the case may be, to the Collateral Agent, confirming the
grant thereof hereunder, the form of such grant to be substantially the same as
the form hereof.


 


Section
5.7.             Remedies.  If an Event of
Default shall occur and be continuing, the Collateral Agent may by written
notice to any Assignor, acting at the direction of the Instructing Group, take
any or all of the following actions: 
(i) declare the entire right, title, and interest of each relevant
Assignor in each of the Patents and Copyrights vested in the Collateral Agent
for the benefit of the Secured Parties, in which event such right, title, and
interest shall immediately vest in the Collateral Agent for the benefit of the
Secured Parties, in which case the Collateral Agent shall be entitled to
exercise the power of attorney referred to in Section 5.1 hereof to
execute, cause to be acknowledged and notarized and record said absolute
assignment with the applicable agency; (ii) take, practice, use or sell the
Patents and Copyrights; and (iii) direct such Assignor to refrain, in which
event such Assignor shall refrain, from practicing its Patents and using its
Copyrights directly or indirectly, and such Assignor shall execute such other
and further documents as the Collateral Agent may request further to confirm
this and to transfer ownership of the Patents and Copyrights to the Collateral
Agent for the benefit of the Secured Parties.


 


ARTICLE VI

PROVISIONS CONCERNING PLEDGED SECURITIES


 


From the date hereof and continuing thereafter until
this Agreement is terminated pursuant to Section 12.2, each Assignor
covenants and agrees with the Collateral Agent and the Secured Parties as
follows:


 


Section 6.1.             Pledge of Notes and Additional Stock.  If
any Assignor shall acquire in any manner any additional Intercompany Notes,
such Assignor shall forthwith (and without the necessity for any request or
demand by Collateral Agent or any Secured Party) deliver such Intercompany
Notes to or for the benefit of the Collateral Agent in the same manner as
described in Section 1.2(b), together with a supplement to Schedule B
reflecting the addition of such additional Intercompany Notes, whereupon such
additional Intercompany Notes shall be deemed to be Pledged Intercompany Notes
for all purposes hereunder.  To the
extent required by Section 7.10(c) or (e) of the Credit Agreement, if any
Assignor shall at any time acquire any additional shares of the capital stock
of any class of Pledged Stock, whether such acquisition shall be by purchase,
exchange, reclassification, dividend, or otherwise, or acquire any new shares
of capital stock of any newly formed or acquired Subsidiary (as defined under
and to the extent permitted by the Credit Agreement), such Assignor shall
forthwith (and without the necessity for any request or demand by Collateral
Agent or any Secured Party) (a) unless such shares are uncertificated shares of
a Foreign Subsidiary, deliver such shares (or, with respect to


 


15

















 


any Foreign Subsidiary, such
percentage of the shares as may be required by Section 7.10(c) or (e) of the
Credit Agreement or the corresponding provision of the Revolving Credit
Agreement) to or for the benefit of the Collateral Agent in the same manner as
described in Section 1.2(c), or (b) if such shares are uncertificated
shares of capital stock of a Foreign Subsidiary, take all actions necessary to
grant to the Collateral Agent, subject to Section 1.3, a perfected
security interest in such shares (including the execution, delivery, recording
and registering of a pledge or charge on shares with any and all appropriate
company or governmental offices), together with, in either case a supplement to
Schedule C reflecting the addition of such additional shares of stock,
whereupon such additional shares of stock shall be deemed to be Pledged Stock
for all purposes hereunder.  Each
Assignor will hold in trust for Collateral Agent and the Secured Parties upon
receipt and immediately thereafter deliver to or for the benefit of Collateral
Agent, as the case may be, any instrument evidencing or constituting Collateral
(except, so long as no Event of Default has occurred and is continuing,
ordinary cash dividends, if any, paid with respect to the Pledged Stock and the
Stock Rights and payments in respect of the Pledged Intercompany Notes, in each
case as permitted by the Credit Agreement).


 


Section 6.2.             Title; Security Interest and Lien.  Each
Assignor (a) shall preserve, warrant, and defend title to and ownership of its
Pledged Intercompany Notes and Pledged Stock and the Lien therein created
hereby against the claims of all Persons whomsoever; (b) except as may be
otherwise permitted by the Credit Agreement, shall not at any time sell,
assign, transfer, or otherwise dispose of its right, title and interest in and
to any of the Collateral; (c) other than actions permitted under the Credit
Agreement, will not do or suffer any matter or thing whereby the Liens created
by this Agreement in and to the Collateral is impaired; and (d) shall not at
any time, directly or indirectly, create, assume, or suffer to exist any Lien,
warrant, put, option, or other rights of third Persons and restrictions in and
to the Pledged Securities or any part thereof, other than (i) Permitted Liens
and (ii) restrictions on transferability imposed by applicable state and
federal securities laws, rules and regulations.


 


Section 6.3.             Additional Documentation; Further Assurances.  Each
Assignor, at its own expense, shall from time to time execute and deliver to
the Collateral Agent all such other assignments, certificates, supplemental
documents and financing statements, and do all other acts or things as
Collateral Agent may reasonably request in order to more fully create,
evidence, perfect, continue and preserve the perfection and priority of the
Liens created hereby.


 


Section
6.4.             Pledged Stock.


 


(a)           Changes in Capital Structure of Issuers.  Subject to mandatory requirements of
applicable law then in effect, no Assignor will (i) permit or suffer any issuer
of its Pledged Stock to dissolve, liquidate or merge or consolidate with any
other entity, except as permitted by Section 8.3 of the Credit Agreement, or
(ii) vote any of the Pledged Stock in favor of any of the foregoing.


 


(b)           Issuance of Additional Stock. 
Except as permitted by Section 8.5 of the Credit Agreement, no Assignor
will cause or, to the extent controlled by it, permit the issuer of any of its
Pledged Stock to issue any stock, any right to receive stock or any right to
receive 


 


16

















 


earnings, except to an
Assignor or in a manner that does not dilute Assignor’s ownership interest or
rights in such issuer.


 


(c)           Registration of Pledged Stock.  At
any time after the occurrence and during the continuance of an Event of
Default, each Assignor will, to the extent permitted by the Requirements of
Law, permit any registerable Pledged Stock to be registered in the name of the
Collateral Agent or its nominee at the option of the Collateral Agent.


 


(d)           Exercise of Rights
in Pledged Stock.  Subject to Article VIII, each
Assignor will permit the Collateral Agent or its nominee at any time after the
occurrence and during the continuance of an Event of Default, without notice,
to exercise all voting and corporate rights relating to the Pledged Stock,
including, without limitation, exchange, subscription or any other rights,
privileges, or options pertaining to any shares of the Pledged Stock and the
Stock Rights as if it were the absolute owner thereof.


 


ARTICLE VII

PROVISIONS CONCERNING ALL COLLATERAL


 


Section
7.1.             Protection of Collateral Agent’s Security. 
Each Assignor covenants that it will do nothing to impair the rights of
the Collateral Agent in the Collateral. 
If any Assignor shall fail to insure any Inventory and Equipment
constituting Collateral in accordance with the terms of Section 7.8 of the
Credit Agreement, the Collateral Agent shall have the right (but shall be under
no obligation) to procure such commercially reasonable insurance and such
Assignor agrees to reimburse the Collateral Agent for all costs and expenses of
procuring such commercially reasonable insurance, and the Collateral Agent may
apply any proceeds of such insurance in accordance with Section 8.4.  Each Assignor assumes all liability and
responsibility in connection with the Collateral acquired by it and the
liability of such Assignor to satisfy its Obligations shall in no way be
affected or diminished by reason of the fact that such Collateral may be lost,
destroyed, stolen, damaged or for any reason whatsoever unavailable to such
Assignor, except due to the gross negligence or willful misconduct of the
Collateral Agent.


 


Section
7.2.             Warehouse Receipts Non-Negotiable; Third
Party Acknowledgement.  Each Assignor agrees that if any warehouse
receipt or receipt in the nature of a warehouse receipt is issued with respect
to any of its Inventory, such warehouse receipt or receipt in the nature
thereof shall either (a) not be “negotiable” (as such term is used in
Section 7-104 of the Code as in effect in any relevant jurisdiction or under
other relevant law), or (b) if negotiable, the security interests of the
Collateral Agent in such warehouse receipt shall be perfected to the reasonable
satisfaction of the Collateral Agent. 
In no event will Collateral with a fair market value greater than
$5,000,000 be located at any such third-party that has not so acknowledged that
such assets constitute Collateral herewith. 
Each Assignor will use commercially reasonable efforts to obtain an
acknowledgement from such third-party that it is holding the Collateral for the
benefit of the Collateral Agent.


 


Section
7.3.             Right to Initiate
Judicial Proceedings, etc.  The
Collateral Agent shall have the right, obligation and power to institute and
maintain, and it shall institute and maintain, such suits and proceedings as it
may be directed by the Instructing Group pursuant


 


17

















 


to this Agreement to protect and enforce the rights
vested in it by this Agreement for the benefit of the Secured Parties.


 


Section
7.4.             Appointment of a
Receiver.  After the occurrence and during the
continuance of an Event of Default, the Collateral Agent may be appointed as a
receiver of any or all of the Collateral in a judicial proceeding.  Notwithstanding the appointment of a
receiver, the Collateral Agent shall be entitled to retain possession and
control of all cash held by or deposited with it or its agents or co-agents
pursuant to any provision of this Agreement or any Mortgage.


 


Section
7.5.             Further Actions. 
Subject to the last sentence of Section 2.6, each Assignor will,
at its own expense, make, execute, endorse, acknowledge, file and/or deliver to
the Collateral Agent from time to time such lists, descriptions and
designations of its Collateral, warehouse receipts, receipts in the nature of
warehouse receipts, bills of lading, documents of title, vouchers, invoices,
schedules, confirmatory assignments, conveyances, financing statements,
transfer endorsements, powers of attorney, certificates, reports and other
assurances or instruments and take such further steps relating to the
Collateral and other property or rights covered by the security interests
hereby granted by such Assignor, which the Collateral Agent deems reasonably
appropriate or advisable to perfect, preserve or protect its security interests
in the Collateral within seven days after any request by the Collateral Agent
or such earlier date as may be required by law or necessary to preserve or
protect the security interests in the Collateral granted by such Assignor
pursuant to this Agreement.  Without limiting
the foregoing, upon the institution of any action, claim or proceeding that
could reasonably be expected to result in a material Commercial Tort Claim,
Assignors will deliver an amended Schedule 2.11 (which Schedule shall be
deemed to be amended upon such delivery) setting forth a brief description of
the nature of the case, the parties and the case number if one has been
assigned by the applicable court.


 


Section
7.6.             Financing
Statements.  Each Assignor agrees to authorize, execute
and deliver to the Collateral Agent such financing statements, in form
acceptable to the Collateral Agent, as the Collateral Agent may from time to
time request as are necessary or desirable in the opinion of the Collateral
Agent to establish and maintain valid, enforceable, perfected security
interests, subject to Section 1.3, in its Collateral (except that no
Assignor shall be required to perfect the security interests granted by it
hereunder in any Excluded Foreign or Transportation Assets) as provided herein
and the other rights and security contemplated hereby all in accordance with
the Uniform Commercial Code as enacted in any and all relevant jurisdictions or
any other relevant.  Each Assignor will
pay any applicable filing fees, recordation taxes and expenses related to its
Collateral.  Each Assignor authorizes
the Collateral Agent to file and deliver any such financing statements without
the signature of such Assignor where permitted by law.  The Assignors authorize the filing of any
financing statement that the Collateral Agent deems necessary or advisable and
such financing statements may include super-generic descriptions of collateral.


 


Section
7.7.             Control. 
To the extent required under Section 9-313 of the Uniform Commercial
Code, where any Collateral with a fair market value of greater than $1,000,000
is in the possession of a third party, each Assignor will join with the
Collateral Agent in notifying the third party of the Collateral Agent’s
security interests and will use its


 


18

















 


commercially reasonable efforts to obtain an
acknowledgement from the third party that it is holding the Collateral for the
benefit of the Collateral Agent.  Upon
request of the Collateral Agent, each Assignor will cooperate with the Collateral
Agent in obtaining control with respect to Collateral consisting of:  (i) Investment Property (to the extent
“control” within the meaning of Sections 8-106 and 9-106 of the UCC can be
obtained with respect to such Investment Property); (ii) Letter-of-Credit
Rights; and (iii) Electronic Chattel Paper. 
In the event any Assignor is the beneficiary of any individual letter of
credit in excess of $100,000 (or letters of credit in excess of $250,000 in the
aggregate), such Assignor shall enter into a tri-party agreement with the
Collateral Agent and the issuer or confirmation bank for such letter of credit
with respect to Letter-of-Credit Rights related to such letter of credit
assigning such Letter-of-Credit Rights to the Collateral Agent and directing
all payments thereunder to the Collateral Account, all in form and substance
reasonably satisfactory to the Collateral Agent.


 


ARTICLE VIII

REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT


 


Section
8.1.             Remedies; Obtaining the Collateral Upon
Default.  Each Assignor
agrees that, if any Event of Default shall have occurred and be continuing,
then and in every such case, subject to any mandatory requirements of
applicable law then in effect, the Collateral Agent, acting at the direction of
the Instructing Group, shall have, in addition to any rights now or hereafter
existing under applicable law, all rights as a secured creditor under the
Uniform Commercial Code in all relevant jurisdictions and may:


 


(a)           personally, or by
agents or attorneys, immediately take or retake, as the case may be, possession
of the Collateral or any part thereof, from such Assignor or any other Person
who then has possession of any part thereof with or without notice or process
of law, and for that purpose may enter upon such Assignor’s premises where any
of the Collateral is located and remove the same and use in connection with
such removal any and all services, supplies, aids and other facilities of such
Assignor; and


 


(b)           in addition to any
rights the Collateral Agent may have under Section 3.3, instruct the
obligor or obligors on any agreement, instrument or other obligation
(including, without limitation, the Receivables and the Contracts) constituting
the Collateral to make any payment required by the terms of such agreement,
instrument or other obligation directly to the Collateral Agent and may
exercise any and all remedies of such Assignor in respect of such Collateral;
and


 


(c)           withdraw all
monies, securities and instruments in any cash collateral account for
application to the Obligations in accordance with Section 8.4 hereof;
and


 


(d)           sell, assign or
otherwise liquidate, or direct such Assignor to sell, assign or otherwise
liquidate, any or all of the Collateral or any part thereof, and take
possession of the proceeds of any such sale or liquidation; and


 


(e)           take possession of
the Collateral or any part thereof, by directing the relevant Assignor in
writing to deliver the same to the Collateral Agent at any place or places
designated by the Collateral Agent, in which event such Assignor shall at its
own expense:


 


19

















 


(i)            forthwith cause the
same to be moved to the place or places so designated by the Collateral Agent
and there delivered to the Collateral Agent, and


 


(ii)           store and keep any
Collateral so delivered to the Collateral Agent at such place or places pending
further action by the Collateral Agent as provided in Section 8.2
hereof, and


 


(iii)          while the Collateral
shall be so stored and kept, provide such guards and maintenance services as
shall be necessary to protect the same and to preserve and maintain them in
good condition; and


 


(f)            license or
sublicense (to the extent not in violation of the license), whether on an
exclusive or nonexclusive basis, any Marks (together with associated goodwill),
Patents or Copyrights included in the Collateral for such term and on such
conditions and in such manner as the Collateral Agent shall in its sole
judgment determine;


 


it being understood that each Assignor’s obligation so
to deliver the Collateral is of the essence of this Agreement and that,
accordingly, upon application to a court of equity having jurisdiction, the
Collateral Agent shall be entitled to a decree requiring specific performance
by such Assignor of said obligation.


 


Section
8.2.             Remedies; Disposition of the Collateral. 
Any Collateral repossessed by the Collateral Agent under or pursuant to Section
8.1 hereof and any other Collateral whether or not so repossessed by the
Collateral Agent, may be sold, assigned, leased or otherwise disposed of under
one or more contracts or as an entirety, and without the necessity of gathering
at the place of sale the property to be sold, and in general in such manner, at
such time or times, at such place or places and on such terms as the Collateral
Agent may, in compliance with any mandatory requirements of applicable law,
determine to be commercially reasonable. 
Any of the Collateral may be sold, leased or otherwise disposed of, in
the condition in which the same existed when taken by the Collateral Agent or
after any overhaul or repair at the expense of the relevant Assignor which the
Collateral Agent shall determine to be commercially reasonable.  Any such disposition which shall be a
private sale or other private proceedings permitted by such requirements shall
be made upon not less than 10 days’ written notice to the relevant Assignor
specifying the time at which such disposition is to be made and the intended
sale price or other consideration therefor, and shall be subject, for the 10
days after the giving of such notice, to the right of the relevant Assignor or
any nominee of such Assignor to acquire the Collateral involved at a price or
for such other consideration at least equal to the intended sale price or other
consideration so specified.  Any such
disposition which shall be a public sale permitted by such requirements shall
be made upon not less than 10 days’ written notice to the relevant Assignor
specifying the time and place of such sale and, in the absence of applicable
requirements of law, shall be by public auction (which may, at the Collateral
Agent’s option, be subject to reserve), after publication of notice of such
auction not less than 10 days prior thereto in two newspapers in general
circulation in Salt Lake City, Utah, The City of New York and in such other
locations as may be necessary in order for the sale to be “commercially
reasonable” (as such term is used in Article 9 of the Uniform Commercial
Code).  To the extent not prohibited by
any such Requirement of Law, the Collateral Agent or any Secured Party may bid
for and become the purchaser of the Collateral or any item thereof, offered for
sale in


 


20

















 


accordance with this Section 8.2 without
accountability to the relevant Assignor. 
If, under mandatory requirements of applicable law, the Collateral Agent
shall be required to make disposition of the Collateral within a period of time
which does not permit the giving of notice to the relevant Assignor as
hereinabove specified, the Collateral Agent need give such Assignor only such
notice of disposition as shall be reasonably practicable in view of such
mandatory requirements of applicable law. 
Each Assignor agrees to do or cause to be done all such other acts and things
as may be reasonably necessary to make such sale or sales of all or any portion
of the Collateral valid and binding and in compliance with any and all
applicable laws, regulations, orders, writs, injunctions, decrees or awards of
any and all courts, arbitrators or governmental instrumentalities, domestic or
foreign, having jurisdiction over any such sale or sales, all at such
Assignor’s expense.


 


Section
8.3.             Waiver of Claims. 
Except as otherwise provided in this Agreement, EACH ASSIGNOR HEREBY
WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING
IN CONNECTION WITH THE COLLATERAL AGENT’S TAKING POSSESSION OR THE COLLATERAL
AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION,
ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES,
and each Assignor hereby further waives, to the extent permitted by law:


 


(a)           all damages
occasioned by such taking of possession except any damages which are the direct
result of the Collateral Agent’s gross negligence or willful misconduct;


 


(b)           all other
requirements as to the time, place and terms of sale or other requirements with
respect to the enforcement of the Collateral Agent’s rights hereunder; and


 


(c)           all rights of
redemption, appraisement, valuation, stay, extension or moratorium now or
hereafter in force under any applicable law in order to prevent or delay the
enforcement of this Agreement or the absolute sale of the Collateral or any
portion thereof, and each Assignor, for itself and all who may claim under it,
insofar as it or they now or hereafter lawfully may, hereby waives the benefit
of all such laws.


 


Any sale of, or the grant of options to purchase, or
any other realization upon, any Collateral shall operate to divest all right,
title, interest, claim and demand, either at law or in equity, of the relevant
Assignor therein and thereto, and shall be a perpetual bar both at law and in
equity against such Assignor and against any and all Persons claiming or
attempting to claim the Collateral so sold, optioned or realized upon, or any
part thereof, from, through and under such Assignor.


 


Section 8.4.             Application of Proceeds.


 


(a)           Subject to Section
1.3, all moneys collected by the Collateral Agent (or, to the extent this
Agreement or any Mortgage to which any Assignor is a party requires proceeds of
Collateral under such agreement to be applied in accordance with the provisions
of this Agreement, or Mortgagee under such other agreement) upon any sale or
other disposition of the Collateral, together with all other moneys received by
the Collateral Agent hereunder, shall be applied as follows:


 


21

















 


(i)            first,
to the payment of all amounts owing to the Collateral Agent or the
Administrative Agent of the type described in clauses (iv) and (v) of the
definition of “Obligations” set forth in Annex A hereto;


 


(ii)           second,
to the extent proceeds remain after the application pursuant to the preceding
clause (i), an amount equal to the outstanding Primary Obligations shall be
paid to the Secured Parties as provided in Section 8.4(d) hereof, with
each Secured Party receiving an amount equal to such outstanding Primary
Obligations or, if the proceeds are insufficient to pay in full all such
Primary Obligations, its Pro Rata Share of the amount remaining to be
distributed;


 


(iii)         third,
to the extent proceeds remain after the application pursuant to the preceding
clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations
shall be paid to the Secured Parties as provided in Section 8.4(d), with
each Secured Party receiving an amount equal to its outstanding Secondary
Obligations or, if the proceeds are insufficient to pay in full all such
Secondary Obligations, its Pro Rata Share of the amount remaining to be
distributed; and


 


(iv)          fourth,
to the extent proceeds remain after the application pursuant to the preceding
clauses (i) through (iii), inclusive, and following the termination of this
Agreement pursuant to Section 12.2, to the relevant Assignor or to
whomever may be lawfully entitled to receive such surplus.


 


(b)           For purposes of
this Agreement (i) “Pro Rata Share” shall mean, when calculating a
Secured Party’s portion of any distribution or amount, that amount (expressed
as a percentage) equal to a fraction the numerator of which is the then unpaid
amount of such Secured Party’s Primary Obligations or Secondary Obligations, as
the case may be, and the denominator of which is the then outstanding amount of
all Primary Obligations or Secondary Obligations, as the case may be, (ii) “Primary
Obligations” shall mean (A) in the case of the Credit Agreement
Obligations, all principal of, and interest on, all Loans (together with all
interest accrued thereon) under the Credit Agreement, and all fees, (B) in the
case of the Second Priority Senior Notes Obligations, all principal of, and
interest on, all Second Priority Senior Notes (together with all interest
accrued thereon), and (C) in the case of the Other Obligations, all amounts due
under the Hedging Agreements and Foreign Overdraft Facility Agreements (other
than indemnities, fees (including, without limitation, attorneys’ fees) and
similar obligations and liabilities) and (iii) “Secondary Obligations”
shall mean all Obligations other than Primary Obligations.


 


(c)           If any payment to
any Secured Party of any distribution would result in overpayment to such
Secured Party, such excess amount shall instead be distributed in respect of
the unpaid Primary Obligations or Secondary Obligations, as the case may be, of
the other Secured Parties, with each Secured Party whose Primary Obligations or
Secondary Obligations, as the case may be, have not been paid in full to
receive an amount equal to such excess amount multiplied by a fraction the
numerator of which is the unpaid Primary Obligations or Secondary Obligations,
as the case may be, of such Secured Party and the denominator of which is the
unpaid Primary Obligations or Secondary Obligations, as the case may be, of all
Secured Parties entitled to such distribution.


 


22

















 


(d)           All payments
required to be made hereunder shall be made (i) if to the Lenders or the
Administrative Agent, to the Administrative Agent under the Credit Agreement
for the account of the Lenders or the Administrative Agent, as the case may be,
(ii) if to the holders of the Second Priority Senior Notes or the Second
Priority Senior Notes Trustee, to the Second Priority Senior Notes Trustee, and
(iii) if to any other Secured Party, to such applicable Secured Party.


 


(e)           For purposes of
applying payments received in accordance with this Section 8.4, the
Collateral Agent shall be entitled to rely upon (i) the Administrative Agent
under the Credit Agreement, (ii) the Second Priority Senior Notes Trustee and
(iii) the other applicable Secured Parties for a determination (which the
Administrative Agent, and the other Secured Parties agree (or shall agree) to
provide upon request of the Collateral Agent) of the outstanding Primary
Obligations and Secondary Obligations owed to the Administrative Agent,
Lenders, holders of the Second Priority Senior Notes, Second Priority Senior
Notes Trustee or the other applicable Secured Parties, as the case may be.  Unless it has actual knowledge (including by
way of written notice from a Secured Party to the contrary), the Administrative
Agent, the Second Priority Senior Notes Trustee and each other applicable
Secured Party, in furnishing information pursuant to the preceding sentence,
and the Collateral Agent, in acting hereunder, shall be entitled to assume that
no Secondary Obligations are outstanding.


 


(f)            Each Secured Party
hereby agrees that, notwithstanding the order of filing of the financing
statements evidencing the granting of security interests hereunder or any other
priority to which such Secured Party may otherwise be entitled, (x) the
proceeds of the Collateral shall be distributed in accordance with the
provisions of Section 1.3, (y) the Collateral Agent shall have
discretion to apply proceeds of Collateral in such a manner as is necessary to
give effect to Section 8.4(a), and (z) any proceeds of the Collateral
received by it other than from the Collateral Agent shall be held in trust and
immediately turned over to the Collateral Agent for application in accordance
with the provisions of Section 1.3 or, if the Revolving Credit
Obligations shall have been Fully Paid, in accordance with this Section 8.4.


 


(g)           It is understood
and agreed that the Assignors shall remain liable to the extent of any
deficiency between the amount of the proceeds of the Collateral hereunder and
the aggregate amount of the sums referred to in clauses (i) through (iii),
inclusive, of Section 8.4(a).


 


Section
8.5.             Remedies Cumulative.  Each and every right, power and remedy hereby specifically given
to the Collateral Agent shall be in addition to every other right, power and
remedy specifically given under this Agreement, the Hedging Agreements, the
other Loan Documents, the Second Priority Senior Notes Indenture or now or
hereafter existing at law or in equity, or by statute and each and every right,
power and remedy whether specifically herein given or otherwise existing may be
exercised from time to time or simultaneously and as often and in such order as
may be deemed expedient by the Collateral Agent.  All such rights, powers and remedies shall be cumulative and the
exercise or the beginning of the exercise of one shall not be deemed a waiver
of the right to exercise any other or others. 
No delay or omission of the Collateral Agent in the exercise of any such
right, power or remedy and no renewal or extension of any of the Obligations
and no course of dealing between the relevant Assignor and the Collateral Agent
or any holder of any of the Obligations shall impair any such right, power or
remedy or shall be construed to be a waiver of any Event of Default or an
acquiescence therein.


 


23

















 


No notice to or demand on any Assignor in any case
shall entitle it to any other or further notice or demand in similar or other
circumstances or constitute a waiver of any of the rights of the Collateral
Agent to any other or further action in any circumstances without notice or
demand.  In the event that the
Collateral Agent shall bring any suit to enforce any of its rights hereunder
and shall be entitled to judgment, then in such suit the Collateral Agent may
recover expenses, including attorneys’ fees, and the amounts thereof shall be
included in such judgment.


 


Section
8.6.             Discontinuance of Proceedings. 
In case the Collateral Agent shall have instituted any proceeding to
enforce any right, power or remedy under this Agreement by foreclosure, sale,
entry or otherwise, and such proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the
Collateral Agent, then and in every such case the relevant Assignor, the
Collateral Agent and each holder of any of the Obligations shall be restored to
their former positions and rights hereunder with respect to the Collateral
subject to the security interests created under this Agreement, and all rights,
remedies and powers of the Collateral Agent shall continue as if no such
proceeding had been instituted.


 


ARTICLE IX

INDEMNITY


 


Section
9.1.             Indemnity.  (a) Each Assignor
jointly and severally agrees to indemnify, reimburse and hold the Collateral
Agent, each Secured Party and each Secured Party’s respective successors,
assigns, employees, agents and servants (hereinafter in this Section 9.1
referred to individually as “Indemnitee,” and collectively as “Indemnitees”)
harmless from any and all liabilities, obligations, damages, injuries,
penalties, claims, demands, actions, suits, judgments and any and all costs,
expenses or disbursements (including reasonable attorneys’ fees and expenses)
(for the purposes of this Section 9.1 the foregoing are collectively
called “expenses”) of whatsoever kind and nature imposed on, asserted
against or incurred by any of the Indemnitees in any way relating to or arising
out of this Agreement, any other Loan Document, the Second Priority Senior
Notes Indenture, the Second Priority Senior Notes or any other document
executed in connection herewith or therewith or in any other way connected with
the administration of the transactions contemplated hereby or thereby or the enforcement
of any of the terms of, or the preservation of any rights under any thereof, or
in any way relating to or arising out of the manufacture, ownership, ordering,
purchase, delivery, control, acceptance, lease, financing, possession,
operation, condition, sale, return or other disposition, or use of the
Collateral (including, without limitation, latent or other defects, whether or
not discoverable), any contract claim or, to the maximum extent permitted under
applicable law, the violation of the laws of any country, state or other
governmental body or unit, or any tort (including, without limitation, claims
arising or imposed under the doctrine of strict liability, or for or on account
of injury to or the death of any Person (including any Indemnitee), or property
damage); provided that no Indemnitee shall be indemnified pursuant to this Section
9.1(a) for expenses to the extent it arises or results from the bad faith,
gross negligence or willful misconduct of such Indemnitee as determined by a
court of competent jurisdiction.  Each
Assignor agrees that upon written notice by any Indemnitee of the assertion of
such a liability, obligation, damage, injury, penalty, claim, demand, action,
suit or judgment, the relevant Assignor shall assume full responsibility for
the defense thereof.  Each Indemnitee
agrees to use its best efforts to promptly notify the relevant Assignor of any
such assertion of which such Indemnitee has knowledge.


 


24

















 


(b)           Without limiting the
application of Section 9.1(a) hereof, each Assignor agrees, jointly and
severally, to pay, or reimburse the Collateral Agent for any and all reasonable
fees, costs and expenses of whatever kind or nature incurred in connection with
the creation, preservation or protection of the Collateral Agent’s Liens on,
and security interests in, the Collateral, including, without limitation, all
reasonable fees and taxes in connection with the recording or filing of
instruments and documents in public offices, payment or discharge of any taxes
or Liens upon or in respect of the Collateral, premiums for insurance with
respect to the Collateral and all other reasonable fees, costs and expenses in
connection with protecting, maintaining or preserving the Collateral and the
Collateral Agent’s interests therein, whether through judicial proceedings or
otherwise, or in defending or prosecuting any actions, suits or proceedings
arising out of or relating to the Collateral.


 


(c)           Without limiting
the application of Section 9.1(a) or (b) hereof, each Assignor
agrees, jointly and severally, to pay, indemnify and hold each Indemnitee
harmless from and against any loss, costs, damages and expenses which such
Indemnitee may suffer, expend or incur in consequence of or growing out of any
misrepresentation by any Assignor in this Agreement, any other Loan Document,
any Hedging Agreement or any Foreign Overdraft Facility Agreement or in any
writing contemplated by or made or delivered pursuant to or in connection with
this Agreement, any other Loan Document, the Second Priority Senior Notes
Indenture, the Second Priority Senior Notes, any Hedging Agreement or any
Foreign Overdraft Facility.


 


(d)           If and to the
extent that the obligations of any Assignor under this Section 9.1 are
unenforceable for any reason, such Assignor hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations which is
permissible under applicable law.


 


Section
9.2.             Indemnity Obligations Secured by Collateral;
Survival.  Any amounts paid by any Indemnitee as to
which such Indemnitee has the right to reimbursement shall constitute
Obligations secured by the Collateral prior to the release of the Collateral
pursuant to the terms hereof.  The
indemnity obligations of each Assignor contained in this Article IX
shall continue in full force and effect notwithstanding the full payment of all
the Term Notes issued under the Credit Agreement, the full payment of the
Second Priority Senior Notes, the termination of all Hedging Agreements, the
termination and payment in full of the Foreign Overdraft Facility and the
payment of all other Obligations and notwithstanding the discharge thereof or
any other termination of this Agreement, including pursuant to Section 12.2.


 


ARTICLE X

OTHER AGREEMENTS WITH COLLATERAL AGENT


 


Section
10.1.           Record
Keeping and Reporting.


 


(a)           Each Assignor
agrees that it shall keep, or cause to be kept, adequate records and books of
account (including, without limitation, with respect to any Intercompany Notes
issued by or to it), in which complete entries are to be made in accordance
with sound accounting principles consistently applied, and will permit the
Collateral Agent or its representatives, at any reasonable time, and from time
to time at the reasonable request of the


 


25

















 


Collateral Agent and upon reasonable notice, to visit
and inspect its properties, to examine and make copies of and take abstracts
from its respective records and books of account, and to discuss its affairs,
finances and accounts with its principal officers, directors and, with the
written consent of such Assignor (which consent shall not be required if any
Event of Default has occurred and is continuing), independent public
accountants, provided that such Assignor may attend such meetings (and by this
provision such Assignor authorizes such accountants to discuss with the
Collateral Agent and such representatives the affairs, finances and accounts of
such Assignor).


 


(b)           Each Assignor
agrees that it shall deliver to the Collateral Agent (and the Collateral Agent
may rely upon) as soon as available but in any event not more than ninety (90)
days after the close of each calendar year, and from time to time upon request
of the Collateral Agent, a statement setting forth the outstanding amount of
each Intercompany Note of such Assignor.


 


Section
10.2.           Compensation
and Expenses.


 


(a)           The Assignors,
jointly and severally, hereby agree to pay to the Collateral Agent, upon
acceptance by the Collateral Agent of the obligations created by this Agreement
and thereafter until all Proceeds are distributed and this Agreement is
terminated, from time to time, upon demand, all of the reasonable costs and
expenses of the Collateral Agent (including the reasonable fees and
disbursements of its counsel and such special counsel as the Collateral Agent
reasonably elects to retain) (i) arising in connection with the preparation,
execution, delivery, modification, restatement, amendment or termination of
this Agreement, each Mortgage and each Security Document or the enforcement
(whether in the context of a civil action, adversary proceeding, bankruptcy,
workout or otherwise) of any of the provisions hereof or thereof or (ii)
incurred or required to be advanced in connection with the preservation,
protection or defense of the Collateral, the Mortgaged Property and all
collateral under any and all other Security Documents (collectively, the “Collateral
Agent Costs”).  The Collateral
Agent’s compensation shall not be limited by any law relating to compensation
of a collateral agent.  The obligations
of the Assignors under this Section 10.2 shall survive the termination
of other provisions of this Agreement and the Mortgages.


 


(b)           When the Collateral
Agent incurs expenses or renders services after an order for relief with
respect to any Assignor shall have been entered under any applicable
bankruptcy, insolvency or other similar law, the expense and the compensation
for the Collateral Agent’s services are intended to constitute expenses of
administration under any bankruptcy law.


 


Section
10.3.           Stamp
and Other Taxes.  Each Assignor
agrees to indemnify and hold harmless the Collateral Agent and each Secured
Party from and against any present or future claim for liability for any stamp
or other similar tax and any penalties or interest with respect thereto which
may be assessed, levied or collected by any jurisdiction in connection with
this Agreement, the Mortgages and all other Security Documents, or the
attachment or perfection of the security interests granted to the Collateral
Agent by such Assignor in the Collateral, the Mortgaged Property and all
collateral under any and all other Security Documents.  The obligations of the Assignors under this Section
10.3 shall survive the termination of the other provisions of this
Agreement, the Mortgages and the other Security Documents.


 


26

















 


Section
10.4.           Filing
Fees, Excise Taxes, Etc.  Each
Assignor agrees to pay or to reimburse the Collateral Agent and each Secured
Party for any and all amounts in respect of all search, filing, recording and
registration fees, taxes (other than income taxes), excise taxes, sales taxes
and other similar imposts which may be payable or determined to be payable in
respect of the execution, delivery, performance and enforcement of this
Agreement, each Mortgage and the other Security Documents and agrees to save
the Collateral Agent and each Secured Person harmless from and against any and
all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes and fees. 
The obligations of the Assignors under this Section 10.4 shall
survive the termination of the other provisions of this Agreement, the
Mortgages and the other Security Documents.


 


ARTICLE XI

THE COLLATERAL AGENT


 


Section
11.1.           Exculpatory
Provisions.


 


(a)           The Collateral
Agent shall not be responsible in any manner whatsoever for the correctness of
any recitals, statements, representations or warranties contained herein, in
the Mortgages or in any other Security Document.  The Collateral Agent makes no representations as to the value or
condition of the Collateral or any part thereof, or as to the title of the
respective Assignors thereto or as to the security afforded by the Mortgages or
this Agreement, or as to the validity, execution (except its own execution),
enforceability, legality or sufficiency of this Agreement, any Mortgage or of
the Obligations, and the Collateral Agent shall incur no liability or
responsibility in respect of any such matters. 
The Collateral Agent shall not be responsible for insuring the
Collateral or for the payment of taxes, charges, assessments or liens upon the
Collateral or otherwise as to the maintenance of the Collateral, except that
(i) in the event the Collateral Agent enters into possession of a part or all
of the Collateral, the Collateral Agent shall preserve the part in its
possession and (ii) the Collateral Agent will promptly, and at its own expense,
take such action as may be necessary to duly remove and discharge (by bonding
or otherwise) any lien on any part of the Collateral resulting from claims
against it (whether individually or as Collateral Agent) not related to the
administration of the Collateral or (if so related) resulting from negligence
or willful misconduct on its part.


 


(b)           The Collateral
Agent shall not be required to ascertain or inquire as to the performance by
any Assignor of any of the covenants or agreements contained herein, in any
Mortgage or in any Loan Document. 
Whenever it is necessary, or in the opinion of the Collateral Agent
advisable, for the Collateral Agent to ascertain the amount of, or whether the
term “Fully Paid” applies to, any Obligations, the Collateral Agent may rely on
a certificate of the respective Secured Party with respect thereto.  Each Secured Party agrees to provide any
such certificate so requested by the Collateral Agent, to the extent such
information is contained on the books and records of the party requested to
deliver such certificate, and to notify the Collateral Agent when those
Obligations owed to it are Fully Paid.


 


(c)           Beyond its duties
set forth in this Agreement and as may be required by law as to the custody of
the Collateral and the accounting to each Assignor and the Secured Parties for
moneys received by it hereunder, the Collateral Agent shall not have any duty
to any Assignor or to the Secured Parties as to any of the Collateral in its
possession or control or in the


 


27

















 


possession or control of any agent or nominee of it or
any income thereof or as to the preservation of rights against prior parties or
any other rights pertaining thereto, except as required by Requirements of
Law.  To the extent, however, that the
Collateral Agent or an agent or nominee of the Collateral Agent maintains
possession or control of any of the Collateral at any office of any Assignor,
the Collateral Agent shall or shall instruct such agent or nominee to, grant
such Assignor access to (but not possession of) such Collateral that such
Assignor requires for the normal conduct of its business, which right of access
may be revoked by the Collateral Agent at any time an Event of Default has
occurred and is continuing.


 


Section
11.2.           Delegation of Duties.  The Collateral Agent may execute any of the
powers hereof and perform any duty hereunder either directly or by or through
agents, nominees or attorneys-in-fact. 
The Collateral Agent shall be entitled to advice of counsel concerning
all matters pertaining to such powers and duties.  The Collateral Agent shall not be responsible for the negligence
or misconduct of any agents, nominees or attorneys-in-fact selected by it
without gross negligence or willful misconduct.


 


Section
11.3.           Reliance by Collateral
Agent.


 


(a)           Whenever in the
administration of this Agreement the Collateral Agent shall deem it necessary
or desirable that a matter be proved or established with respect to any
Assignor in connection with the taking, suffering or omitting of any action
hereunder by the Collateral Agent, such matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively provided or established by a certificate of a Responsible Officer
of such Assignor.


 


(b)           The Collateral
Agent may rely, and shall be fully protected in acting, upon any resolution,
statement, certificate, instrument, opinion, report, notice, request, consent,
order, bond or other paper or document which it believes in good faith to be
genuine and to have been signed or presented by the proper party or parties or,
in the case of telecopies, to have been sent by the proper party or
parties.  In the absence of its gross
negligence or willful misconduct, the Collateral Agent may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Collateral Agent
and conforming to the requirements of this Agreement, any Mortgage or any other
Security Document, or as set forth on such Person’s books and records.


 


(c)           If the Collateral
Agent has been requested to take any action pursuant to this Agreement, any
Mortgage or any other Security Document, the Collateral Agent shall not be
under any obligation to exercise any of the rights or powers vested in the
Collateral Agent by this Agreement or any Mortgage unless the Collateral Agent
shall have been provided, by the party making such request, adequate security
against the costs, expenses and liabilities which may be incurred by it in
compliance with such request or direction, including such reasonable advances
as may be requested by the Collateral Agent.


 


28

















 


Section
11.4.           Limitations on
Duties of the Collateral Agent.


 


(a)           The Collateral
Agent shall be obliged to perform such duties and only such duties as are
specifically set forth in this Agreement, in any Mortgage or any other Security
Document.


 


(b)           The Collateral
Agent shall furnish to the Secured Parties promptly upon receipt thereof a copy
of each material certificate or other paper furnished to the Collateral Agent
by any Assignor under, in respect of or pursuant to this Agreement, any
Mortgage or any of the Collateral, unless by the terms hereof or of any
Mortgage or other Security Document, a copy of the same is required to be
furnished by some other Person directly to the Secured Parties or the
Collateral Agent shall have determined that the same has already been so
furnished.  The Collateral Agent agrees
to hold in strict confidence all non-public information obtained from any
Assignor, pursuant to this Section 11.4, except to the extent that
disclosure is permitted hereunder, may be permitted under the Mortgage, the
Security Documents or is required by law or by any Governmental Authority (in
which event the Collateral Agent will promptly provide the applicable Assignor
with notice of such disclosure unless prohibited from doing so by such
Governmental Authority).


 


Section
11.5.           Collateral to Be
Held for Benefit of Secured Parties. 
All Collateral received by the Collateral Agent under or pursuant to any
provision of this Agreement or any Mortgage shall be held for the benefit of
the Secured Parties for the purposes for which they were paid or are held, but
Collateral, including Proceeds, need not be segregated from other property held
by the Collateral Agent except to the extent required by law or as necessary to
preserve the Liens with respect to the Collateral.  The Collateral Agent shall have no liability for interest on any
money received by the Collateral Agent hereunder except to the extent actually
received by it from time to time from investments made in accordance with the
provisions hereof, the Mortgages or any other Security Document.


 


Section
11.6.           Resignation and
Removal of the Collateral Agent.


 


(a)           The Collateral
Agent may at any time, by giving thirty (30) days’ prior written notice, resign
and be discharged of the responsibilities hereby created, such resignation to
become effective upon the appointment of a successor agent or agents and the
acceptance of such appointment by such successor agent or agents.  The appointment of a successor agent or
agents shall be within the discretion of the Instructing Group.  The Collateral Agent may be removed at any
time and a successor agent appointed by the Instructing Group; provided
that the Collateral Agent shall be entitled to its fees and expenses to the
date of removal.  If no agent or agents
shall be appointed and approved within thirty (30) days from the date of the
giving of the aforesaid notice of resignation or within (30) days from the date
of such removal, the Collateral Agent shall, or the Instructing Group may,
apply to any court of competent jurisdiction to appoint a successor agent or
agents to act until such time, if any, as a successor agent or agents shall
have been appointed as above provided. 
Any successor agent or agents so appointed by such court shall
immediately and without further act be superseded by any successor agent or
agents appointed by the Instructing Group as above provided.


 


(b)           If at any time the
Collateral Agent shall become incapable of acting, or if at any time a vacancy
shall occur in the office of the Collateral Agent for any other cause, a
successor agent or agents may be appointed by the Instructing Group, and the
powers, duties,


 


29

















 


authority and title of the predecessor agent or agents
terminated and canceled without procuring the resignation of such predecessor
agent or agents, and without any formality (except as may be required by
applicable law) other than the appointment and designation of a successor agent
or agents in writing, duly acknowledged, delivered to the predecessor agent or
agents, and filed for record in each public office, if any, in which this
Agreement is required to be filed.  If
no agent or agents shall be appointed and approved within thirty (30) days from
the date the Collateral Agent becomes incapable of acting or a vacancy shall
occur in the office of Collateral Agent, any Assignor or any Secured Party may
apply to any court of competent jurisdiction to appoint a successor agent or
agents to act until such time, if any, as a successor agent or agents shall
have been appointed as above provided. 
Any successor agent or agents so appointed by such court shall
immediately and without further act be superseded by any successor agent or
agents approved by the Instructing Group as above provided.


 


(c)           The appointment and
designation referred to in Section 11.6(a) or 11.6(b) shall,
after any required filing, be full evidence of the right and authority to make
the same and of all the facts therein recited, and this Agreement shall vest in
such successor agent or agents, without any further act, deed or conveyance,
all of the estate and title of its predecessor or their predecessors, and upon
such filing for record the successor agent or agents shall become fully vested
with all the estates, properties, rights, powers, trusts, duties, authority and
title of its predecessor or their predecessors; but such predecessor or
predecessors shall, nevertheless, on the written request of the Instructing
Group, or its or their successor agent or agents, execute and deliver an
instrument transferring to such successor or successors all the estates,
properties, rights, powers, trusts, duties, authority and title of such
predecessor or predecessors hereunder and shall deliver all securities and
moneys held by it or them to such successor agent or agents.  Should any deed, conveyance or other
instrument in writing from any Assignor or from the Secured Parties, as
applicable, be required by any successor agent or agents for more fully and
certainly vesting in such successor agent or agents the estates, properties,
rights, powers, trusts, duties, authority and title vested or intended to be
vested in the predecessor agent or agents, any and all such deeds, conveyances
and other instruments in writing shall, on request of such successor agent or
agents, be executed, acknowledged and delivered by such Assignor and the
Secured Parties, as applicable.


 


(d)           Any required filing
for record of the instrument appointing a successor agent or agents as
hereinabove provided shall be at the joint and several expense of the
Assignors.  The resignation of any agent
or agents and the instrument or instruments removing any agent or agents,
together with all other instruments, deeds and conveyances provided for in this
Article XII shall, if required by law, be forthwith recorded, registered
and filed by and at the joint and several expense of the Assignors, wherever
this Agreement is recorded, registered and filed.


 


(e)           The Collateral
Agent’s obligations hereunder are limited to the extent set forth in Section
12.17(c) of the Credit Agreement.


 


Section 11.7.           Status
of Successors to the Collateral Agent. 
Every successor to the Collateral Agent appointed pursuant to Section
11.6 and every co-agent appointed pursuant to Section 11.9 shall be
a bank or trust company in good standing and having power so to act,
incorporated under the laws of the United States or any state thereof or the
District of


 


30

















 


Columbia, and having its principal corporate trust
office within the forty-eight (48) contiguous states or the District of
Columbia and shall also have capital, surplus and undivided profits of not less
than FOUR HUNDRED MILLION DOLLARS ($400,000,000).


 


Section
11.8.           Merger of the
Collateral Agent.  Any
corporation into which the Collateral Agent shall be merged, or with which it
shall be consolidated, or any corporation resulting from any merger or
consolidation to which the Collateral Agent shall be a party, shall be the
Collateral Agent under this Agreement without the execution or filing of any
paper or any further act on the part of the parties hereto.


 


Section
11.9.           Additional
Co-Agents; Separate Agents.


 


(a)           If at any time or
times it shall be necessary or prudent in order to conform to any law of any
jurisdiction in which any of the Collateral shall be located, or the Collateral
Agent shall be advised by counsel, satisfactory to it, that it is so necessary
or prudent in the interest of the Secured Parties or the Instructing Group
shall in writing so request, or the Collateral Agent shall deem it desirable for
its own protection in the performance of its duties hereunder, the Collateral
Agent, each Assignor shall execute and deliver all instruments and agreements
necessary or proper to constitute another bank or trust company, or one or more
Persons approved by the Collateral Agent and the Instructing Group either to
act as co-agent or co-agents of all or any of the Collateral, jointly with the
Collateral Agent originally named herein or any successor or successors, or to
act as separate agent or agents of any such property.


 


(b)           Every separate
agent and every co-agent, other than any agent which may be appointed as
successor to the Collateral Agent, shall, to the extent permitted by law, be
appointed and act and be such, subject to the following provisions and conditions,
namely:


 


(i)            all
rights, powers, duties and obligations conferred upon the Collateral Agent in
respect of the custody, control and management of moneys, papers or securities
shall be exercised solely by the Collateral Agent, or its successors as the
Collateral Agent hereunder;


 


(ii)           all
rights, powers, duties and obligations conferred or imposed upon the Collateral
Agent hereunder shall be conferred or imposed and exercised or performed by the
Collateral Agent and such separate agent or separate agents or co-agent or
co-agents, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed the Collateral Agent shall be
incompetent or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations shall be exercised and performed by such
separate agent or separate agents or co-agent or co-agents;


 


(iii)         notwithstanding
anything to the contrary contained herein, no power given or provided hereby to
any such co-agent or co-agents or separate agents may be exercised by it or
them, except jointly with, or with the consent in writing of, the Collateral
Agent;


 


(iv)          no
agent hereunder shall be personally liable by reason of any act or omission of
any other agent hereunder; and


 


31

















 


(v)            the
Collateral Agent, at any time by an instrument in writing, executed by the
Collateral Agent, may accept for itself and on behalf of the Secured Parties
the resignation of or remove any such separate agent or co-agent, and in that
case, by an instrument in writing executed by the Collateral Agent, may appoint
a successor to such separate agent or co-agent, as the case may be, anything
herein contained to the contrary notwithstanding.  The Secured Parties hereby irrevocably appoint the Collateral
Agent, their agent and attorney to act for them in respect of such separate
agent or co-agent or separate agents or co-agents as above provided.


 


ARTICLE XII

TERMINATION; REINSTATEMENT;

RELEASES OF COLLATERAL UPON SATISFACTION


 


Section
12.1.           Release of Certain
Security.  Subject to the
provisions of Section 12.17 of the Credit Agreement, upon receipt by the
Collateral Agent from time to time of a request from an Assignor for the
release of any specific portion of the Collateral or the Liens in any
Collateral granted by such Assignor pursuant to any of the documents included
in or pertaining to the Collateral (including, without limitation, Liens on
Collateral being sold in accordance with Section 8.6 of the Credit Agreement),
together with a certificate of a Responsible Officer of such Assignor
certifying, with appropriate calculations where necessary, compliance with
Section 12.17 of the Credit Agreement, all right, title and interest of the
Collateral Agent in, to and under such Collateral and the Liens of the
Collateral Agent therein shall automatically terminate and shall revert to the
applicable Assignor.  Following such
termination or release, the Collateral Agent shall, upon the written request of
such Assignor, or upon the written request or instructions of the Instructing
Group, execute such instruments and take such other actions as are necessary or
desirable to terminate such Liens and otherwise effectuate and evidence the
release of the specified portions of the Collateral (including, without
limitation, delivering to the respective Assignor all Collateral in the
possession of the Collateral Agent). 
Any such delivery shall be without warranty of, or recourse to,
Collateral Agent, other than a representation that there are no Liens on such
property attributable to the Collateral Agent. 
Such termination and release shall be without prejudice to the rights of
the Collateral Agent to charge and be reimbursed for any expenditure which it
may thereafter incur in connection therewith. 
Any cash dividends received by any Assignor in accordance with the terms
of Section 6.1 shall be deemed released from the Liens of this Agreement
and shall be held by such Assignor (or any transferee of such Assignor) free
and clear of the Lien created by this Agreement.


 


Section
12.2.           Termination Upon
Satisfaction.  Upon receipt by
the Collateral Agent of evidence satisfactory to it that all Credit Agreement
Obligations are Fully Paid and either (a) all Second Priority Senior Notes
Obligations are Fully Paid or (b) both (i) no Default or Event of Default (as
defined in the Second Priority Senior Notes Indenture) has occurred and is
continuing (and has not been waived) under the Second Priority Senior Notes
Indenture and (ii) the Revolving Credit Agreement Obligations have been Fully
Paid and the liens in connection therewith have been released, this Agreement
shall (except with respect to any provisions which expressly survive such
termination) terminate and all right, title and interest of the Collateral
Agent in, to and under the Collateral and the Liens of the Collateral Agent
therein (including without limitation any Liens on Collateral securing the
Second Priority Senior Notes


 


32

















 


Obligations) shall automatically be released and
terminated and shall revert to the respective Assignors and the Collateral
Agent shall have no further obligations hereunder.  In such event, the Collateral Agent, at the request and expense of
the Assignors, will execute and deliver to the Assignors, a proper instrument
or instruments acknowledging the satisfaction and termination of this
Agreement, and will duly assign, transfer and deliver to the respective
Assignors all of the Collateral held by the Collateral Agent hereunder.  Such termination and release shall be
without prejudice to the right of the Collateral Agent to charge and be
reimbursed for any expenditure which it might thereafter incur in connection
therewith.  As used in this Agreement,
the term “Termination Date” shall mean the date upon which this
Agreement shall have terminated in accordance with the first sentence of this Section
12.2.


 


ARTICLE XIII

COLLATERAL AGENT MAY FILE PROOFS OF CLAIM


 


Section
13.1.           Filing of Claims.  Upon the written request of all or any of
the Secured Parties, the Collateral Agent may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Secured Parties making such request allowed in any judicial
proceedings relating to any Assignor, its creditors or its property.  However, nothing herein contained shall
prevent any Secured Party from filing such proofs of claim and other papers or
documents as may be determined by the Secured Party in order to have the claims
of such Secured Party allowed in any judicial proceedings relating to any
Assignor.  The Collateral Agent may file
such proofs of claims and other papers or documents as may be necessary or
advisable in order to have the claims of the Collateral Agent, its agents and
counsel allowed in any judicial proceedings relating to any Assignor (or any
other obligor under the Obligations), its creditors or its property; provided
that the rights described in this sentence shall relate only to claims relating
to the Collateral Agent Costs and the fees and expenses of the Collateral
Agent’s agents and counsel in their respective individual capacities under this
Agreement and the Mortgagees.


 


Section
13.2.           Collection of Claims.  The Collateral Agent shall be entitled and
empowered to collect and receive any monies or other property payable or
deliverable on any such claims filed by the Collateral Agent pursuant to Section
13.1 and to distribute the same, and any custodian in any such judicial proceedings
is hereby authorized by each Secured Party to make such payments to the
Collateral Agent and, in the event that the Collateral Agent shall consent to
the making of such payments directly to the Secured Parties, to pay to the
Collateral Agent any amount due to it for the Collateral Agent Costs, and the
fees and expenses of the Collateral Agent’s agents and counsel, and any other
amounts due the Collateral Agent under this Agreement.


 


Section
13.3.           Limitations.  Nothing herein contained shall be deemed to
authorize the Collateral Agent to authorize or consent to or accept or adopt on
behalf of any Secured Party (other than any Secured Party that is an Affiliate
of the Company) any plan of reorganization or arrangement, adjustment or
composition affecting the Obligations or the rights of any holder thereof, or
to authorize the Collateral Agent to vote in respect of the claim of any
Secured Party in any such proceeding.


 


33

















 


ARTICLE XIV

MISCELLANEOUS


 


Section
14.1.           Notices.  All such notices and
communications hereunder shall be sent or delivered by mail, telecopier or
overnight courier service and all such notices and communications shall, when
mailed, telecopied, or sent by overnight courier, be effective when delivered
to the overnight courier, or sent by telecopier and when mailed shall be
effective three Business Days following deposit in the mail with proper
postage, except that notices and communications to the Collateral Agent shall
not be effective until received by the Collateral Agent.  All notices, requests, demands or other
communications shall be in writing and addressed as follows:


 


(a)                                  if to any Assignor:


 


c/o
Huntsman LLC


500
Huntsman Way


Salt
Lake City, Utah 84108


Attention:
General Counsel


Telephone:
(801) 584-5700


Telecopy:
(801) 758-9031


 


with a copy to:


 


Skadden, Arps, Slate,
Meagher & Flom LLP


4 Times Square


New York, New York
10036-6522


Attention: Charles Fox


Telephone: (212) 735-3000


Telecopy: (212) 735-2000


 


(b)           if to the Collateral
Agent:


 


Deutsche Bank Trust
Company Americas


31 West 52nd Street


New York, New York 10022


Attention:  John Anos


Telephone: (212) 469-2750


Telecopy: (212) 469-3632


 


with a copy to:


 


Winston & Strawn LLP


35 West Wacker Drive


Chicago, Illinois 60601


Attention:  Charles B. Boehrer


Telephone: (312) 558-5989


Telecopy: (312) 558-5700


 


34

















 


(c)           if to the
Administrative Agent, any Lender or the Second Priority Senior Notes Trustee,
either (A) to the Administrative Agent, at the address of the Administrative
Agent specified in the Credit Agreement, (B) at such address as such Lender
shall have specified in the Credit Agreement, or (C) to the Second Priority
Senior Notes Trustee, at the address of the Second Priority Senior Notes
Trustee specified in the Second Priority Senior Notes Indenture;


 


(d)           if to any
other Secured Party, directly to such Secured Party at such address as such
Secured Party shall have specified in writing to the Assignors and the
Collateral Agent;


 


or at such other address as shall have been furnished
in writing by any Person described above to the party required to give notice
hereunder.


 


Section 14.2.           Waiver; Amendment.


 


(a)           None of the terms
and conditions of this Agreement may be changed, waived, modified or varied in
any manner whatsoever unless in writing duly signed by each Assignor directly
affected thereby and the Collateral Agent (with the written consent of (i) the
Required Lenders, or to the extent required by Section 12.1 of the Credit Agreement,
all the Lenders and (ii) the Second Priority Senior Notes Trustee if (x) the
change, waiver, modification or variance would materially adversely affect the
rights and benefits of the holders of the Second Priority Senior Notes in a
different manner than the other Secured Parties or (y) the Credit Agreement
Obligations and Revolving Credit Agreement Obligations have been Fully
Paid.  Notwithstanding the foregoing,
any change, waiver, modification or variance materially adversely affecting the
rights and benefits of a class of Secured Party (and not all classes of Secured
Parties in a like or similar manner) shall require the written consent of all
holders of obligations in such class of Secured Party (or, in the case of the
Second Priority Senior Notes, only the Second Priority Senior Notes Trustee).


 


(b)           The Assignors and
the Collateral Agent, at any time and from time to time, may enter into
additional security documents or one or more agreements supplemental hereto or
to any Mortgage for the purpose of subjecting additional property to a lien in
favor of the Collateral Agent for the benefit of any or all of the Secured
Parties.


 


(c)           Notwithstanding the
provisions of Section 14.2(a) hereof, and without the consent of any
Person, the Collateral Agent and the Assignors may, from time to time, enter
into written agreements supplemental hereto or to the Mortgages for the purpose
of (w) supplementing the information set forth in any Schedule hereto, (x)
making any ministerial or clarifying modification to this Agreement or any
Mortgage, including, but not limited to, clarifying or correcting clerical or
typographical errors in this Agreement or any Mortgage; (y) permitting the
release of the Collateral Agent’s Liens in or on any Asset (“Release
(Correction)”) that was never owned by the applicable Assignor or that was
never intended by the parties hereto to have been pledged or given as security
pursuant hereto or the Mortgages or (z) releasing Collateral from the security
interests of this Agreement pursuant to the terms hereof.  At least thirty (30) days (in such shorter
period as may be acceptable to the Collateral Agent) prior to executing any
supplemental agreement pursuant to the terms of this Section 14.2(c),
the effect of


 


35

















 


which agreement is to permit a Release (Correction),
the Collateral Agent and the Secured Parties shall be entitled to receive a
certificate (upon which the Collateral Agent may conclusively rely) from a
Responsible Officer of the respective Assignor certifying (i) that such
property was never owned by such Assignor or (ii) that such property was never
intended to have been pledged or given as security pursuant hereto or the
Mortgages.  Any such supplemental
agreement shall be binding upon each Assignor, the Secured Parties, the
Collateral Agent and their respective successors and assigns.


 


(d)           Notwithstanding the
foregoing, any Person who hereafter becomes a Restricted Domestic Subsidiary of
the Company shall, in accordance with Section 7.10(d) of the Credit Agreement
become a party to this Agreement by execution of a supplement to this Agreement
in the form of Annex D (with only such changes thereto as are agreed to
by the Collateral Agent), whereupon such Person shall be deemed an Assignor for
all purposes hereunder.


 


(e)           Assignors may amend and supplement the Schedules hereto
to reflect changes resulting from transactions to the extent permitted by the
Credit Agreement (and the other Loan Documents) provided that (i) notice and
copies of any such amendments and supplements are provided to the Collateral Agent
and the Administrative Agent and (ii) no such amendment or supplement shall be
prohibited by the Second Priority Senior Notes Indenture.


 


Section
14.3.           Obligations Absolute. 
The obligations of each Assignor hereunder shall remain in full force
and effect without regard to, and shall not be impaired by, (a) any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation
or the like of such Assignor; (b) any exercise or non-exercise, or any waiver
of, any right, remedy, power or privilege under or in respect of this
Agreement, any other Loan Document, the Second Priority Senior Notes Indenture,
the Second Priority Senior Notes or any Hedging Agreement except as
specifically set forth in a waiver granted pursuant to Section 14.2
hereof; or (c) any amendment to or modification of any Loan Document, the
Second Priority Senior Notes Indenture, the Second Priority Senior Notes or any
Hedging Agreement or any security for any of the Obligations, whether or not
any Assignor shall have notice or knowledge of any of the foregoing.


 


Section
14.4.           Successors and Assigns. 
This Agreement shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the
Collateral Agent, each Secured Party and each Assignor and their respective
successors and assigns, provided that no Assignor may transfer or assign any or
all of its rights or obligations hereunder without the written consent of the
Instructing Group.  All agreements,
statements, representations and warranties made by each Assignor herein or in
any certificate or other instrument delivered by such Assignor or on its behalf
under this Agreement shall be considered to have been relied upon by the
Secured Parties and shall survive the execution and delivery of this Agreement,
the other Loan Documents, the Second Priority Senior Notes Indenture, the
Second Priority Senior Notes, the Hedging Agreements and the Foreign Overdraft
Facility Agreements regardless of any investigation made by the Secured Parties
or on their behalf.


 


36

















 


Section
14.5.           Headings Descriptive. 
The headings of the several sections of this Agreement are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.


 


Section
14.6.           Severability. 
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, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


Section
14.7.           GOVERNING LAW. 
THIS AGREEMENT 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 (EXCEPT SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW).


 


Section
14.8.           Assignor’s Duties. 
It is expressly agreed, anything herein contained to the contrary
notwithstanding, that each Assignor shall remain liable to perform all of the
obligations, if any, assumed by it with respect to the Collateral and the
Collateral Agent shall not have any obligations or liabilities with respect to
any Collateral by reason of or arising out of this Agreement, nor shall the
Collateral Agent be required or obligated in any manner to perform or fulfill
any of the obligations of any Assignor under or with respect to any Collateral.


 


Section
14.9.           No Action by Secured Parties.  The Secured Parties agree not to take any
action whatsoever to enforce any term or provision hereof, of any Mortgage or
of any other Security Document or to enforce any rights in respect of the
Collateral, except through the Collateral Agent and in accordance with this
Agreement.


 


Section
14.10.         Counterparts. 
This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.


 


Section
14.11.         Definitions;
Interpretation.


 


(a)           Unless otherwise
defined herein, capitalized terms used herein shall have the respective
meanings ascribed thereto in Annex A or, if not defined herein or in Annex
A, as defined in the Credit Agreement.


 


(b)           The definitions set
forth in Annex A shall be equally applicable to both the singular and
plural forms of the defined terms.  The
words “herein”, “hereof”, “hereto” 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”, “Subsections”, “paragraphs”, “Exhibits”, “Schedules”
and “Annexes” in this Agreement shall refer to Articles, Sections, Subsections,
paragraphs, Exhibits, Schedules and Annexes 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


 


37

















 


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.


 


Section
14.12.         Conflicts with the Credit Agreement. 
To the extent of any conflict between any provision of this Agreement
and any provision of the Credit Agreement, the Credit Agreement shall govern to
the extent of such inconsistency.


 


[signature page
follows]


 


38

















 


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


 


	
   

  	
  HUNTSMAN LLC,

  as an Assignor

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  J. Kimo Esplin

  	
   

  
	
   

  	
  Name:

  	
  J. Kimo Esplin

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President and

  	
   

  
	
   

  	
   

  	
         Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  AMERICAS, as Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Mary Jo Jolly

  	
   

  
	
   

  	
  Name:

  	
  Mary Jo Jolly

  	
   

  
	
   

  	
  Title:

  	
    Assistant Vice President

  	
   

  
									



 

















 


HUNTSMAN CHEMICAL PURCHASING
CORPORATION


HUNTSMAN HEADQUARTERS
CORPORATION


HUNTSMAN INTERNATIONAL
CHEMICALS CORPORATION


HUNTSMAN INTERNATIONAL
TRADING CORPORATION


HUNTSMAN PETROCHEMICAL
PURCHASING CORPORATION


POLYMER MATERIALS INC.


AIRSTAR CORPORATION


HUNTSMAN PROCUREMENT
CORPORATION


JK
HOLDINGS CORPORATION


HUNTSMAN
SPECIALTY CHEMICALS HOLDING CORPORATION


HUNTSMAN AUSTRALIA INC.


HUNTSMAN CHEMICAL FINANCE
CORPORATION


HUNTSMAN ENTERPRISES INC.


HUNTSMAN FAMILY CORPORATION


HUNTSMAN GROUP HOLDINGS FINANCE
CORPORATION


HUNTSMAN GROUP INTELLECTUAL
PROPERTY HOLDINGS CORPORATION


HUNTSMAN INTERNATIONAL
SERVICES CORPORATION


HUNTSMAN MA INVESTMENT
CORPORATION


HUNTSMAN MA SERVICES
CORPORATION


HUNTSMAN PETROCHEMICAL
FINANCE CORPORATION


HUNTSMAN PETROCHEMICAL CANADA
HOLDINGS CORPORATION


HUNTSMAN
POLYMERS HOLDINGS CORPORATION


HUNTSMAN CHEMICAL COMPANY
LLC


HUNTSMAN PETROCHEMICAL
CORPORATION


HUNTSMAN POLYMERS
CORPORATION


PETROSTAR INDUSTRIES LLC


 


 


	
  By:

  	
  /s/ J. Kimo Esplin

  	
   

  
	
   

  	
   

  	
  Name:   J. Kimo Esplin

  
	
   

  	
   

  	
  Title:     Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  HUNTSMAN EXPANDABLE
  POLYMERS COMPANY, LC

  
	
   

  
	
  By:  Huntsman Chemical Company LLC, its Manager

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ J. Kimo Esplin

  	
   

  
	
   

  	
   

  	
  Name:   J. Kimo Esplin

  
	
   

  	
   

  	
  Title:     Vice President

  
								



 

















 


	
  HUNTSMAN FUELS, L.P.

  PETROSTAR FUELS LLC

  	
   

  
	
   

  	
   

  
	
   

  
	
  By:

  	
  /s/ Samuel D. Scruggs

  	
   

  
	
   

  	
  Name:   Samuel D. Scruggs

  
	
   

  	
  Title:     Vice President

  
	
   

  
	
   

  
	
  HUNTSMAN PURCHASING,
  LTD.

  	
   

  
	
   

  	
   

  
	
  By:  Huntsman Procurement Corporation, its
  General Partner

  	
   

  
	
   

  	
   

  
	
   

  
	
  By:

  	
  /s/ J. Kimo Esplin

  	
   

  
	
   

  	
   

  	
  Name:   J. Kimo Esplin

  
	
   

  	
   

  	
  Title:     Vice President

  
							



 

















Annex
A


to


Agreement


 


DEFINITIONS


 


The following terms shall have the meanings herein
specified.  Such definitions shall be
equally applicable to the singular and plural forms of the terms defined.


 


“Administrative Agent” shall have the meaning
provided in the recitals to this Agreement.


 


“Agreement” shall mean this Second Amended and
Restated Security Agreement, as the same may be modified, supplemented,
extended, renewed, replaced, restated or amended from time to time in
accordance with its terms.


 


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


 


“Bankruptcy Code” means Title II of the United
States Bankruptcy Code, 11 U.S.C. § et. seq., as amended from time to
time.


 


“Borrower” shall have the meaning provided in
the recitals to this Agreement.


 


“Cash Collateral Account” shall mean a
non-interest bearing cash collateral account maintained with the Collateral
Agent for the benefit of the Secured Parties.


 


“Chattel Paper” shall have the meaning provided
in Article 9 of the Uniform Commercial Code.


 


“Collateral” shall have the meaning provided in
Section 1.2(a) of this Agreement.


 


“Collateral Agent” means Deutsche Bank Trust
Company Americas (f/k/a Bankers Trust Company), in its capacity as collateral
agent under the Agreement for each of the Secured Parties, until one or more
successors are appointed pursuant to Article XI of the Agreement and thereafter
shall mean such successor or successors and all successors thereto.


 


“Collateral Agent Costs” shall have the meaning
provided in Section 10.2 of this Agreement.


 


“Commercial Tort Claim” shall have the meaning
provided in Article 9 of the Uniform Commercial Code, and shall include any
such claim that is listed on Schedule 2.11 (as such Schedule may be
amended from time to time in accordance with Section 2.11 or otherwise).


 


“Contract Rights” shall mean all rights of any
Assignor (including, without limitation, all rights to payment) under each
Contract.


 

















 


“Contracts” shall mean all contracts between
any Assignor and one or more additional parties (including, without limitation,
(i) each partnership agreement to which such Assignor is a party, (ii) any
Hedging Agreements and (iii) any Foreign Overdraft Facility Agreements).


 


“Control” shall have the meaning provided in
Articles 8 and 9 of the Uniform Commercial Code.


 


“Copyrights” shall mean any registrations of
any Copyrights in the United States Copyright Office which any Assignor now
owns or hereafter acquires, as well as any application for a United States
copyright registration now or hereafter made with the United States Copyright
Office by any Assignor.


 


“Credit Agreement” shall have the meaning
provided in the recitals to this Agreement.


 


“Credit Agreement Obligations” shall have the
meaning provided in the definition of “Obligations” in this Annex A.


 


“Default” shall mean any event which, with
notice or lapse of time, or both, would constitute an Event of Default.


 


“Deposit Accounts” shall mean, with respect to
any Assignor, any “deposit account” of such Assignor, as such term is defined in
Article 9 of the Uniform Commercial Code, whether now owned or existing or
hereafter acquired or arising, and, in any event, shall include any demand,
time, savings, passbook or like account maintained with a bank, savings and
loan association, credit union or like organization.


 


“Documents” shall have the meaning provided in
Article 9 of the Uniform Commercial Code.


 


“Electronic Chattel Paper” shall have the
meaning provided in Article 9 of the Uniform Commercial Code.


 


“Equipment” shall mean any “equipment,” as such
term is defined in Article 9 of the Uniform Commercial Code, now or hereafter
owned by any Assignor and, in any event, shall include, but shall not be
limited to, all machinery, equipment, furnishings and fixtures, including
movable trade fixtures now or hereafter owned by any Assignor and any and all
additions, substitutions and replacements of any of the foregoing, wherever
located, together with all attachments, components, parts, equipment and
accessories installed thereon or affixed thereto.


 


“Event of Default” shall mean any Event of
Default under, and as defined in, the Credit Agreement or the Second Priority
Senior Notes Indenture and shall in any event, without limitation, include any
payment default on any of the Obligations after the expiration of any
applicable grace period.


 


“Excluded Foreign or
Transportation Assets” means the following Collateral, collectively:


 

















 


(i)            all property of the
Assignors located at its cement manufacturing facility in Armenia, to the
extent that a security interest therein granted by the Company may be perfected
only by actions taken under the laws of jurisdictions other than the United
States or any state or subdivision thereof;


 


(ii)           Inventory located
outside of the United States and having an aggregate book value for all
Assignors together of less than $20,000,000; and


 


(iii)          Excluded Transportation
Assets.


 


“Excluded Transportation Assets” means, titled
vehicles, vessels and other assets and properties owned by Assignors in which a
security interest may not be perfected through the filing of financing
statements under the UCC and which have an aggregate fair market value from
time to time of less than $5,000,000 for all Assignors together.


 


“Existing Hedging Agreements” shall have the
meaning provided in the recitals to this Agreement.


 


“Existing Security Agreement” shall have the
meaning provided in the recitals to this Agreement.


 


“Fixtures” shall have the meaning provided in
Article 9 of the Uniform Commercial Code.


 


“Foreign Overdraft Facility Agreements” shall
have the meaning provided in the recitals to this Agreement.


 


“Fully Paid” means with respect to any
Obligations, that the respective obligee of such Obligation (which obligee
shall be, in the case of the Credit Agreement Obligations, the Administrative
Agent, and in the case of the Second Priority Senior Notes Obligations, the
Second Priority Senior Notes Trustee) shall have certified to the Collateral
Agent that such Obligation has terminated and that there remain no obligations
of any kind whatsoever of the Borrower with respect thereto (other than
contingent indemnification obligations as to which no claims shall have accrued
or be pending).


 


“General Intangibles” shall have the meaning
provided in Article 9 of the Uniform Commercial Code and shall in any event
include all of any Assignor’s claims, rights, powers, privileges, authority,
options, security interests, liens and remedies under any partnership agreement
to which such Assignor is a party or with respect to any partnership of which
such Assignor is a partner.


 


“Goods” shall have the meaning provided in
Article 9 of the Uniform Commercial Code.


 


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


 

















 


“HSCC” means Huntsman Specialty Chemicals
Corporation, a Delaware corporation.


 


“HSCC Pledge Agreement” means that certain
Pledge Agreement dated as of the date hereof by and between HSCC, as pledgor,
and Deutsche Bank Trust Company Americas, as bank collateral agent, as amended,
modified or supplemented from time to time.


 


“Indemnitee” shall have the meaning provided in
Section 9.1 of this Agreement.


 


“Instructing Group”
means (i) unless and until the Credit Agreement Obligations have been Fully
Paid, as of any date of determination thereof, the Administrative Agent or
Required Lenders (or, to the extent required by Section 12.1 of the Credit
Agreement, all the Lenders) and (ii) after the date on which the Credit
Agreement Obligations have been Fully Paid, (x) the Administrative Agent (as
defined in the Revolving Credit Agreement) or Required Lenders (as defined in
the Revolving Credit Agreement) (or, to the extent required by Section 13.1 of
the First Priority Credit Agreement, all the Lenders (as defined in the First
Priority Credit Agreement)); or (y) if both the Credit Agreement Obligations
and the Revolving Credit Agreement Obligations shall have been Fully Paid, the
Second Priority Senior Notes Trustee.


 


“Instrument” shall have the meaning provided in
Article 9 of the Uniform Commercial Code.


 


“Intercompany Notes” means a promissory note
evidencing indebtedness of a Finance Subsidiary to the Borrower or of an
Operating Subsidiary to a Finance Subsidiary or an unsecured promissory note of
the Borrower, in any case, in the form of Exhibit A hereto (with only
changes thereto as are agreed to by the Collateral Agent).


 


“Intercreditor Agreement” shall have the
meaning provided in Section 1.3 to this Agreement.


 


“Inventory” shall mean all “inventory” as such
term is defined in Article 9 of the Uniform Commercial Code, now owned or
hereafter acquired by any Assignor and, in any event, shall include, but shall
not be limited to, all merchandise, inventory and goods, and all additions,
substitutions and replacements thereof, wherever located, together with all
goods, supplies, incidentals, packaging materials, labels, materials and any
other items used or usable in manufacturing, processing, packaging or shipping
same; in all stages of production — from raw materials through work-in-process
to finished goods — and all products and proceeds of whatever sort and wherever
located and any portion thereof which may be returned, rejected, reclaimed or
repossessed by the Collateral Agent from any Assignor’s customers.


 


“Investment Property” shall have the meaning
provided in Article 9 of the Uniform Commercial Code and shall include,
without limitation (i) all securities, whether certificated or uncertificated,
including, without limitation, stocks, bonds, interests in limited liability
companies, partnership interests, treasury securities, certificates of deposit,
and mutual fund shares; (ii) all securities entitlements of any Assignor,
including without limitation, the rights of any Assignor to any securities
account and the financial assets held by a securities intermediary in such
securities account and any free credit balance or other money owing by any
securities intermediary with respect to that account; (iii) all securities
accounts held by any


 

















 


Assignor; (iv) all
commodity contracts held by any Assignor; and (v) all commodity accounts held
by any Assignor.


 


“Lenders” shall have the meaning provided in
the recitals to this Agreement.


 


“Letter-of-Credit Rights” shall have the
meaning as provided in Article 9 of the Uniform Commercial Code.


 


“Marks” shall mean all right, title and
interest in and to any trademarks and service marks and trade names now held or
hereafter acquired by any Assignor, which are registered in the United States
Patent and Trademark Office or in any similar office or agency of the United
States or any state thereof or any political subdivision thereof and any
application for such trademarks and service marks, as well as any unregistered
marks used by any Assignor in the United States and trade dress including
logos, designs, trade names, company names, business names, fictitious business
names and other business identifiers in connection with which any of these
registered or unregistered marks are used in the United States.


 


“Obligations” shall mean (i) the full and
prompt payment when due (whether at the stated maturity, by acceleration or
otherwise) of all obligations (including, without limitation, all “Obligations”
as such term is defined in the Credit Agreement and all obligations which, but
for the automatic stay under Section 362(a) of the Bankruptcy Code, would
become due) and liabilities of each Assignor now existing or hereafter incurred
under, arising out of or in connection with the Credit Agreement or any other
Loan Document to which such Assignor is a party and the due performance and
compliance by each Assignor with all of the terms, conditions and agreements
contained in each such Loan Document (all such obligations and liabilities
being herein collectively called the “Credit Agreement Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by
acceleration or otherwise) of all obligations (including all obligations which,
but for the automatic stay under Section 362(a) of the Bankruptcy Code, would
become due) and liabilities of each Assignor now existing or hereafter incurred
under, arising out of or in connection with the Second Priority Senior Notes
Indenture and the Second Priority Senior Notes, including without limitation
the guarantees in respect of the Second Priority Senior Notes, and the due
performance and compliance by each Assignor with all of the terms, conditions
and agreements contained in each such documents (all such obligations and
liabilities being herein collectively called the “Second Priority Senior
Notes Obligations”), (iii) the full and prompt payment when due (whether at
the stated maturity, 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) and liabilities of each Assignor now
existing or hereafter incurred under, arising out of or in connection with any
Hedging Agreement or the Foreign Overdraft Facility (including, in the case of
Assignors other than the Borrower, all obligations of such Assignor under its
Guarantee in respect of Hedging Agreements and the Foreign Overdraft Facility),
and the due performance and compliance by each Assignor with all of the terms,
conditions and agreements contained therein (all such obligations and
liabilities described in this clause (iii) being herein collectively called the
“Other Obligations”); (iv) any and all sums advanced by the
Collateral Agent in order to preserve the Collateral or preserve its security
interests in the Collateral; (v) in the event of any proceeding for the
collection or enforcement of any indebtedness, obligations, or liabilities of
any Assignor referred to in clauses (i), (ii) and (ii), after an Event of
Default shall have occurred and be


 

















 


continuing, the
reasonable expenses of taking, holding, preparing for sale or lease, selling or
otherwise disposing of or realizing on the Collateral, or of any exercise by
the Collateral Agent of its rights hereunder, together with reasonable
attorneys’ fees and court costs; and (vi) all amounts paid by any Indemnitee as
to which such Indemnitee has the right to reimbursement under Section 9.1
of this Agreement.  It is acknowledged
and agreed that the “Obligations” shall include extensions of credit of the
types described above, whether outstanding on the date of this Agreement or
extended from time to time after the date of this Agreement.


 


“Other Obligations” shall have the meaning
provided in the definition of “Obligations” in this Annex A.


 


“Patents” shall mean any United States patent
now or hereafter owned by any Assignor, as well as any application for a United
States patent now or hereafter owned by any Assignor.


 


“Permitted Liens” shall have the meaning
provided in the Credit Agreement.


 


“Pledged Debt”
means the indebtedness as evidenced by the Pledged Intercompany Notes.


 


“Pledged Intercompany Notes” means the
Intercompany Notes described on Schedule B hereto, as it may, from time
to time, be supplemented in accordance with the terms of  this Agreement.


 


“Pledged Securities” means, collectively, the
Pledged Stock, any pledged promissory notes and the Pledged Intercompany Notes,
if any.


 


“Pledged Stock” means the shares of capital
stock described in Schedule C hereto, as it may, from time to time, be
supplemented in accordance with the terms of the Agreement, and any other
shares of capital stock pledged to the Collateral Agent hereunder or which
otherwise become a part of the Collateral.


 


“Post-Petition Interest” shall mean interest
accruing in respect of Obligations after the commencement of any bankruptcy,
insolvency, receivership or similar proceedings by or against the Borrower, at
the rate applicable to such Obligations pursuant to the applicable Loan
Documents, whether or not such interest is allowed as a claim enforceable
against the Borrower in a bankruptcy case under the Bankruptcy Code, and any
other interest that would have accrued but for the commencement of such
proceedings.


 


“Primary Obligations” shall have the meaning
provided in Section 8.4(b) of this Agreement.


 


“Proceeds” shall have the meaning provided in
Article 9 of the Uniform Commercial Code or under other relevant law and, in
any event, shall include, but not be limited to, (i) any and all proceeds of
any insurance, indemnity, warranty or Guarantee payable to the Collateral Agent
or any Assignor from time to time with respect to any of the Collateral, (ii)
any and all payments (in any form whatsoever) made or due and payable to any
Assignor from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of


 

















 


all or any part of the
Collateral by any governmental authority (or any person acting under color of
governmental authority) and (iii) any and all other amounts from time to time
paid or payable under or in connection with any of the Collateral.


 


“Pro Rata Share” shall have the meaning
provided in Section 8.4(b) of this Agreement.


 


“Receivables” shall mean any “account” as such
term is defined in Article 9 of the Uniform Commercial Code, now or hereafter
owned by any Assignor and, in any event, shall include, but shall not be
limited to, all of such Assignor’s rights to payment of a monetary obligation,
whether or not earned by performance, (i) for property that has been or is to
be sold, leased, licensed, assigned or otherwise disposed of, (ii) for services
rendered or to be rendered, (iii) for a policy of insurance issued or to be
issued, including health-care insurance receivables (as such term is defined in
the Uniform Commercial Code), (iv) for a secondary obligation incurred or to be
incurred, (v) for energy provided or to be provided, (vi) for the use or hire
of a vessel under a charter or other contract, (vii) arising out of the use of
a credit or charge card or information contained on or for use with the card,
or (viii) as winnings in a lottery or other game of chance operated or
sponsored by a state, governmental unit of a state, or person licensed or
authorized to operate the game by a state or governmental unit of a state,
whether now in existence or arising from time to time hereafter, including,
without limitation, rights evidenced by an account, note, contract, security
agreement, chattel paper, or other evidence of indebtedness or security,
together with (i) all security pledged, assigned, hypothecated or granted to or
held by such Assignor to secure the foregoing, (ii) all of such Assignor’s
right, title and interest in and to any goods, the sale of which gave rise
thereto, (iii) all guarantees, endorsements and indemnifications on, or of, any
of the foregoing, (iv) all powers of attorney for the execution of any evidence
of indebtedness or security or other writing in connection therewith, (v) all
books, records, ledger cards, and invoices relating thereto, (vi) all evidences
of the filing of financing statements and other statements and the registration
of other instruments in connection therewith and amendments thereto, notices to
other creditors or secured parties, and certificates from filing or other
registration officers, (vii) all credit information, reports and memoranda
relating thereto, and (viii) all other writings related in any way to the
foregoing.


 


“Revolving Credit Agreement” shall mean that
certain Revolving Credit Agreement, dated as of September 30, 2002, by and
among Borrower, the other borrowers parties thereto, Deutsche Bank Trust
Company Americas, as administrative agent and collateral agent, and the lenders
parties thereto, together with any agreement or agreements from time to time
executed by Borrower to evidence any refinancings or successive refinancings of
all or any part of the Revolving Credit Agreement Obligations, together with
any amendments, modifications, extensions, supplements to, or restatements of
any of the foregoing.


 


“Revolving Credit Agreement Collateral Agent”
shall mean the Collateral Agent (as such term is defined in the Revolving
Credit Agreement).


 


“Revolving Credit Agreement Loan Documents”
shall mean the Loan Documents (as defined in the Revolving Credit Agreement)
and all other documents, instruments and agreements now or hereafter evidencing
or securing the whole or any part of the Revolving Credit Agreement Obligations
(including, without limitation, each of the loan documents as


 

















 


defined in any principal
agreement evidencing Revolving Credit Agreement Obligations, including any
documents evidencing or securing any complete, partial or successive refunding,
refinancing or replacement of the Revolving Credit Agreement Obligations and
any amendments, modifications, renewals or extensions of any of the foregoing).


 


“Revolving Credit Agreement Obligations” shall
mean Obligations under and as defined in the Revolving Credit Agreement in a
principal amount not to exceed $275,000,000 (including, without limitation,
premium, if any, interest (including Post-Petition Interest), fees, costs,
expenses and all indemnification and other reimbursement obligations of
Borrower and the other borrowers under the Revolving Credit Agreement Loan
Documents).


 


“Secondary Obligations” shall have the meaning
provided in Section 8.4(b) of this Agreement.


 


“Second Priority Senior Notes” shall have the
meaning provided in the Recitals of this Agreement.


 


“Second Priority Senior Notes Indenture” shall
have the meaning provided in the Recitals of this Agreement.


 


“Second Priority Senior Notes Obligations” shall
have the meaning provided in the definition of “Obligations” in this Annex A.


 


“Second Priority Senior Notes Trustee” shall
have the meaning provided in the Recitals of this Agreement.


 


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


 


“Significant Copyrights” shall mean, at any
time, those Copyrights which the relevant Assignor believes in its reasonable
judgment to be material to its business at such time.


 


“Significant Marks” shall mean, at any time,
those Marks which the relevant Assignor believes in its reasonable judgment to
be material to its business at such time.


 


“Significant Patents” shall mean, at any time,
those Patents which the relevant Assignor believes in its judgment to be
material to its business at such time.


 


“Software” shall have the meaning provided in
Article 9 of the Uniform Commercial Code.


 


“Stock Rights” means any stock, any dividend or
other distribution and any other right or property which an Assignor shall
receive or shall become entitled to receive for any reason whatsoever with
respect to, in substitution for or in exchange for any shares of Pledged Stock
and any stock, any right to receive stock and any right to receive earnings, in
which an Assignor now has or hereafter acquires any right, issued by an issuer
of the Pledged Stock.


 

















 


“Termination Date” shall have the meaning
provided in Section 12.2 of this Agreement.


 


“Trade Secrets” shall mean any know-how,
technology, product formulations, procedures and product and manufacturing
specifications or standards now or hereafter utilized in the relevant
Assignor’s business.


 


“Uniform Commercial Code” or “UCC” shall
mean the Uniform Commercial Code as now or hereafter in effect from time to
time in the State of New York; provided, however, that if by
reason of mandatory provisions of law, any or all of the attachment, perfection
or priority of, or remedies with respect to, the Collateral Agent’s security
interests in any Collateral is governed by the Uniform Commercial Code as
enacted and in effect in any other jurisdiction, the term “Uniform Commercial
Code” or “UCC” shall mean the Uniform Commercial Code as enacted and in effect
in such other jurisdiction solely for purposes of the provisions thereof
relating to such attachment, perfection, priority or remedies.


 


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


 

















 


Annex B


to


Agreement


 


GRANT OF SECURITY
INTEREST IN


UNITED
STATES TRADEMARKS AND PATENTS


 


FOR GOOD AND VALUABLE CONSIDERATION, receipt and
sufficiency of which are hereby acknowledged, [NAME
OF GRANTOR], a
                 
corporation (the “Grantor”) with principal offices at
                                                       ,
hereby grants to Deutsche Bank Trust Company Americas (formerly known as
Bankers Trust Company), as Collateral Agent, with principal offices at
[                                                                             ]
(the “Grantee”), a security interest in (i) all of the Grantor’s right,
title and interest in and to the United States trademarks, trademark
registrations and trademark applications (the “Marks”) set forth on Schedule
B attached hereto, (ii) all of the Grantor’s right, title and interest in
and to the United States patents (the “Patents”) set forth on Schedule
C attached hereto, in each case together with (iii) all Proceeds (as such
term is defined in the Security Agreement referred to below) of the Marks and
Patents, (iv) the goodwill of the businesses symbolized by the Marks and (v)
all causes of action arising prior to or after the date hereof for infringement
of any of the Marks and Patents or unfair competition regarding the same.


 


THIS GRANT is made to secure the full and prompt
performance and payment of all the Obligations of the Grantor, as such term is
defined in the Second Amended and Restated Security Agreement between the
Grantor, the other assignors party thereto and the Grantee, dated as of
               
    , 2003 (as amended, restated, supplemented or otherwise
modified from time to time, the “Security Agreement”).  Upon the occurrence of the Termination Date
(as defined in the Security Agreement), the Grantee shall, upon such
satisfaction, execute, acknowledge, and deliver to the Grantor an instrument in
writing releasing the security interest in and re-assigning the Marks and
Patents acquired under this Grant to the Grantor.


 


This Grant has been granted in conjunction with the
security interest granted to the Grantee under the Security Agreement.  The rights and remedies of the Grantee with
respect to the security interest granted herein are more fully set forth in the
Security Agreement, all terms and provisions of which are incorporated herein
by reference.  In the event that any
provisions of this Grant are deemed to conflict with the Security Agreement,
the provisions of the Security Agreement shall govern.


 


[signature
page follows]


 

















 


IN WITNESS WHEREOF, the
undersigned have executed this Grant of Security Interest as of the 30th day of
September, 2003.


 


 


	
   

  	
  [NAME
  OF GRANTOR],

  as Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  AMERICAS (formerly known as Bankers Trust

  Company), as Grantee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


	
  STATE OF 

  	
  )

  
	
   

  
	
  ) ss.:

  
	
   

  
	
  COUNTY OF

  	
  )

  



 


On this 30th day of
September, 2003 before me personally came
                           ,
who being duly sworn, did depose and say that he is 
                                     of
[Name of Grantor], that he is
authorized to execute the foregoing Grant of Security Interest on behalf of
said corporation and that he did so by authority of the Board of Directors of
said Corporation.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  Notary Public

  	
   

  



 

















 


	
  STATE OF 

  	
  )

  
	
   

  
	
  ) ss.:

  
	
   

  
	
  COUNTY OF

  	
  )

  



 


On this 30th day of
September, 2003 before me personally came
                                    
who, being by me duly sworn, did state as follows: that s/he is
                                    
of Deutsche Bank Trust Company Americas (formerly known as Bankers Trust
Company), that s/he is authorized to execute the foregoing Grant of Security
Interest on behalf of said corporation and that s/he did so by authority of the
Board of Directors of said corporation.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  Notary Public

  	
   

  



 

















 


Annex C


to


Agreement


 


GRANT OF SECURITY
INTEREST


IN UNITED
STATES COPYRIGHTS


 


WHEREAS, [NAME OF
GRANTOR], a
                 
corporation (the “Grantor”), having its chief executive office at
                                                    ,
is the owner of all right, title and interest in and to the United States
copyrights and associated United States copyright registrations and
applications for registration set forth in Schedule B attached hereto;


 


WHEREAS, DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly known as Bankers Trust Company), as Collateral Agent, having its
principal offices at
[                                                                  ]
(the “Grantee”), desires to acquire a security interest in, and lien on,
all of Grantor’s right, title and interest in and to Grantor’s copyrights and
copyright registrations and applications therefor described above; and


 


WHEREAS, the Grantor is willing to assign to the
Grantee, and to grant to the Grantee a security interest in and lien upon the
copyrights and copyright registrations and applications therefor described
above;


 


NOW, THEREFORE, for good and valuable consideration,
the receipt of which is hereby acknowledged, and subject to the terms and
conditions of the Second Amended and Restated Security Agreement, dated as
of                             ,
2003, between the Grantor, the other assignors from time to time party thereto
and the Grantee (as amended, restated, supplemented or otherwise modified from
time to time, the “Security Agreement”), the Grantor hereby assigns to
the Grantee, and grants to the Grantee a security interest in and a lien upon,
all of Grantor’s right, title and interest in and to Grantor’s copyrights and
copyright registrations and applications more


 

















 


particularly set forth on Schedule B attached
hereto, (the “Copyrights”) together with (i) all Proceeds (as such term
is defined in the Security Agreement referred to below) of the Copyrights, and
(ii) all causes of action arising prior to or after the date hereof for
infringement of any Copyright.


 


This GRANT OF SECURITY INTEREST is made to secure the
satisfactory performance and payment of all the Obligations (as such term is
defined in the Security Agreement) of the Grantor and shall be effective as of
the date of the Security Agreement. 
Upon the occurrence of the Termination Date (as defined in the Security
Agreement), the Grantee shall, upon such satisfaction, execute, acknowledge,
and deliver to Grantor an instrument in writing releasing the security interest
in the Copyrights acquired under this Grant of Security Interest.


 


This Grant of Security Interest has been granted in
conjunction with the security interest granted to Grantee under the Security
Agreement.  The rights and remedies of
the Grantee with respect to the security interest granted herein are more fully
set forth in the Security Agreement, all terms and provisions of which are
incorporated herein by reference.  In
the event that any provisions of this Grant of Security Interest are deemed to
conflict with the Security Agreement, the provisions of the Security Agreement
shall govern.


 


[Signature
Page Follows]


 


2

















 


IN WITNESS WHEREOF, the undersigned have executed this
Grant as of the 30th day of September, 2003.


 


	
   

  	
  [NAME
  OF GRANTOR],

  as Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  AMERICAS (formerly known as Bankers Trust

  Company), as Collateral Agent Grantee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 

















 


	
  STATE OF 

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF

  	
  )

  



 


On this 30th day of September, 2003, before me
personally came
                                
who, being by me duly sworn, did state as follows:  that he is
                          
of [Name of Grantor], that he is
authorized to execute the foregoing Grant of Security Interest on behalf of
said corporation and that he did so by authority of the Board of Directors of
said corporation.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  



 

















 


	
  STATE OF 

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF

  	
  )

  



 


 


On this 30th day of September, 2003, before me
personally came
                                         
who, being by me duly sworn, did state as follows:  that s/he is
                             
of Deutsche Bank Trust Company Americas (formerly known as Bankers Trust
Company), that s/he is authorized to execute the foregoing Grant of Security
Interest on behalf of said corporation and that he did so by authority of the
Board of Directors of said corporation.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  



 

















 


Annex D


to


Agreement


 


ADDITION OF NEW
ASSIGNOR


 


TO SECOND AMENDED
AND RESTATED SECURITY AGREEMENT


 


ADDITION OF NEW ASSIGNOR TO SECOND AMENDED AND
RESTATED SECURITY AGREEMENT (this “Instrument”), dated as of
                 ,
2003, amending that certain Second Amended and Restated Security Agreement,
dated as of
               ,
2003 (as the same may be amended, restated, supplemented or otherwise modified from
time to time, the “Agreement”) by and among the Assignors (the “Assignors”)
party thereto and Deutsche Bank Trust Company Americas  (formerly known as Bankers Trust Company),
as Collateral Agent (the “Collateral Agent”) for the Secured Parties.


 


Reference is made to the Second Amended and Restated
Credit Agreement dated as of                        ,
2003 (as may be amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among Huntsman LLC, a Utah limited
liability company formerly known as Huntsman Company LLC (“Borrower”),
the financial institutions (the “Lenders”) from time to time party
thereto and Deutsche Bank Trust Company Americas (formerly known as Bankers
Trust Company), as administrative agent (together with any successor agent, the
“Agent”).


 


Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Agreement
and the Credit Agreement.


 


The Assignors have entered into the Agreement in order
to induce the Lenders to extend credit pursuant to the Credit Agreement and to
induce the other Secured Parties to extend Hedging Agreements and Foreign
Overdraft Facility Agreements, as the case may be.  Pursuant to Section 7.10 of the Credit Agreement, the undersigned
is required to enter into the Agreement as an Assignor.  Section 14.2(d) of the Agreement provides
that additional parties may become an Assignor under the Agreement by execution
and delivery of an instrument in the form of this Instrument.  The undersigned (the “New Party”) is
executing this Instrument in accordance with the requirements of the Credit
Agreement to become an Assignor under the Agreement in order to induce the
Lenders to extend and continue the extension of credit pursuant to the Credit
Agreement.


 


Accordingly, the New
Party agrees as follows:


 


SECTION 1.           In
accordance with the Agreement, the New Party by its signature below becomes a
party to the Agreement with the same force and effect as if originally named
therein as a party and the New Party hereby (a) agrees to all the terms and
warrants that the representations and warranties made by it as a party
thereunder are true and correct in all material respects on and as of the date
hereof after giving effect to the disclosures attached hereto


 

















 


as Annex I.  Each reference to an “Assignor” in the
Agreement shall be deemed to include the New Party.  The Agreement is hereby incorporated herein by reference.


 


SECTION 2.           The
New Party represents and warrants to the Collateral Agent and the Secured
Parties that this Instrument has been duly authorized, executed and delivered
by it and constitutes its legal, valid and binding obligation, enforceable
against it 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).


 


SECTION 3.           This
Instrument may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract.  This Instrument shall become
effective when the Collateral Agent shall have received a counterpart of this
Instrument that bears the signatures of the New Party.


 


SECTION 4.           Except
as expressly supplemented hereby, the Agreement shall remain in full force and
effect.


 


SECTION
5.         THIS
INSTRUMENT 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
CONFLICT OF LAW.


 


SECTION 6.           All
communications and notices hereunder shall be in writing and given as provided
in the Agreement.  All communications
and notices hereunder to the New Party shall be given to it at the address set
forth under its signature below.


 


IN WITNESS WHEREOF, the New Party has duly executed
this Addition of New Assignor to the Second Amended and Restated Security
Agreement as of the day and year first above written.


 


	
   

  	
  [NAME OF NEW PARTY],

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Address: