Exhibit 10.29


 


AMENDED
AND RESTATED


 


HOLDING
COMPANY AGREEMENT


 


April 25,
2003


 


among


 


HUNTSMAN
HOLDINGS, LLC


 


HMP
EQUITY HOLDINGS CORPORATION


 


HUNTSMAN
SPECIALTY CHEMICALS CORPORATION


 


and


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS,


 


as
Administrative Agent


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  REPRESENTATIONS AND WARRANTIES OF HOLDCO
  PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Existence and Power.

  	
   

  
	
  Section 2.02.

  	
  Authorization.

  	
   

  
	
  Section 2.03.

  	
  Governmental Authorization.

  	
   

  
	
  Section 2.04.

  	
  Noncontravention.

  	
   

  
	
  Section 2.05.

  	
  Status

  	
   

  
	
  Section 2.06.

  	
  Capitalization.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  AFFIRMATIVE COVENANTS OF THE HOLDCO PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Existence.

  	
   

  
	
  Section 3.02.

  	
  Good
  Standing.

  	
   

  
	
  Section 3.03.

  	
  Notices.

  	
   

  
	
  Section 3.04.

  	
  Inspection of Property, Books and Records.

  	
   

  
	
  Section 3.05.

  	
  MIOA.

  	
   

  
	
  Section 3.06.

  	
  HIH Minority Interests.

  	
   

  
	
  Section 3.07.

  	
  Application of
  Certain Proceeds.

  	
   

  
	
  Section 3.08.

  	
  Group Formation Date.

  	
   

  
	
  Section 3.09

  	
  Further Assurances.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  NEGATIVE COVENANTS OF THE HOLDCO PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Liens.

  	
   

  
	
  Section 4.02.

  	
  Indebtedness.

  	
   

  
	
  Section 4.03.

  	
  Fundamental Changes.

  	
   

  
	
  Section 4.04.

  	
  Dividends or Other Distributions.

  	
   

  
	
  Section 4.05.

  	
  Issuance of Stock.

  	
   

  
	
  Section 4.06.

  	
  Disposition of Assets.

  	
   

  
	
  Section 4.07.

  	
  Loans and Investments.

  	
   

  
	
  Section 4.08.

  	
  Conduct of Business

  	
   

  
	
  Section 4.09.

  	
  Amendments to Organizational and Other
  Documents.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  DEFAULTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Defaults.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Notices.

  	
   

  
	
  Section 6.02.

  	
  Amendments and Waivers

  	
   

  
	
  Section 6.03.

  	
  Expenses.

  	
   

  
	
  Section 6.04.

  	
  Successors and Assigns.

  	
   

  
	
  Section 6.05.

  	
  Governing
  Law.

  	
   

  
				



 


i

















 


	
  Section 6.06.

  	
  Jurisdiction.

  	
   

  
	
  Section 6.07.

  	
  WAIVER OF JURY TRIAL.

  	
   

  
	
  Section 6.08.

  	
  Counterparts; No Third Party Beneficiaries.

  	
   

  
	
  Section 6.09.

  	
  Severability.

  	
   

  
	
  Section 6.10.

  	
  Entire
  Agreement.

  	
   

  
	
  Section 6.11.

  	
  Captions.

  	
   

  
	
  Section 6.12.

  	
  Nature of Obligations.

  	
   

  
	
  Section 6.13.

  	
  Performance.

  	
   

  
	
  Section 6.14.

  	
  Survival.

  	
   

  



 


ii

















 


AMENDED AND RESTATED
HOLDING COMPANY AGREEMENT (this “Agreement”)  dated as of April 25, 2003, by and
among Huntsman Holdings, LLC, a Delaware limited liability company (“Holdco I”), HMP Equity Holdings
Corporation, a Delaware corporation (“Holdco
II”), Huntsman Specialty Chemicals Corporation, a Delaware
corporation (“HSCC”) and Deutsche
Bank Trust Company Americas, as administrative agent under the Credit
Agreements (defined below) (the “Administrative
Agent”).


 


W I T N E S S E T H :


 


WHEREAS, Huntsman LLC, a
Utah limited liability company formerly known as Huntsman Company LLC (“Huntsman”), Administrative Agent and the
financial institutions party thereto (the “Lenders”)
are party to that certain Amended and Restated Credit Agreement dated as of
September 30, 2002 (as the same may be amended, modified, extended,
renewed, replaced, restated or supplemented from time to time, the “Term Credit Agreement”) whereby the Lenders
agreed to extend credit to Huntsman on the terms and conditions contained
therein and on April 25, 2003, the Lenders and Huntsman entered into the
First Amendment to the Amended and Restated Credit Agreement;


 


WHEREAS, Huntsman,
Administrative Agent and the various financial institutions party thereto are
party to that certain Revolving Credit Agreement dated as of September 30,
2002 (as the same may be amended, modified, extended, renewed, replaced,
restated or supplemented from time to time, the “Priority Credit Agreement” and together with the Term Credit
Agreement the “Credit Agreements”)
whereby the lenders thereunder agreed to extend credit to Huntsman on the terms
and conditions contained therein and on April 25, 2003, such lenders and
the borrowers under the Priority Credit Agreement entered into the First
Amendment to the Priority Credit Agreement;


 


WHEREAS, Holdco II is a
Subsidiary of Holdco I and Huntsman is a Subsidiary of Holdco II, and upon the
Group Formation Date, Holdco II will be a Subsidiary of Group, Group will be a
subsidiary of Holdco I and Huntsman will remain a Subsidiary of Holdco II and
as such each of Holdco I, Group and Holdco II will benefit from the extensions
of credit under the Credit Agreements.


 


WHEREAS, Holdco II is
party by assignment to that certain Sale and Purchase Agreement dated as of
June 14, 2002 among Imperial Chemical Industries PLC (“ICI Parent”), ICI Americas Inc. (“ICI Americas”), ICI Alta Inc. (“ICI Alta”), ICI Finance PLC (“ICI Finance”, and together with ICI Parent,
ICI Americas and ICI Alta, the “ICI Parties”)
BNAC, Inc. (“BNAC”) and
MatlinPatterson Global Opportunities Partners L.P. (f/k/a CSFB Global
Opportunities Partners L.P.) by its investment advisor MatlinPatterson Global
Advisers LLC (f/k/a CSFB Global Advisers LLC) (“GOF”) (together with all documents and deliveries related
thereto and as the same may be amended, modified, restated or supplemented from
time to time, the “ICI Purchase Agreement”)
whereby Holdco II has the right to purchase from the ICI Parties all of the
issued and outstanding capital stock of ICI Alta (the “Alta Interest”) and has purchased certain
8% Senior Subordinated Reset Discount Notes due 2009 (the “B Notes”) issued by Huntsman International
Holdings LLC, a Delaware limited liability company (“HIH”);


 

















 


WHEREAS,
ICI Parent, ICI Alta and HSCC, are parties to the Membership Interest Option
Agreement dated as of November 2, 2000, as amended and restated by and
executed pursuant to an agreement dated as of December 20, 2001 (the “MIOA”), relating to, among other things, certain
obligations of HSCC to purchase from ICI Alta the equity of HIH owned by ICI
Alta, all pursuant to the terms and subject to the conditions set forth
therein;


 


WHEREAS, it is a
condition to the effectiveness of the First Amendment to the Priority Credit
Agreement and the First Amendment to the Revolving Credit Agreement that the
parties hereto enter into this Agreement on the terms and conditions set forth
herein;


 


NOW, THEREFORE, in
consideration of the foregoing and the respective representations, warranties,
covenants and agreements set forth herein, the parties hereto, intending to be
legally bound hereby, agree as follows:


 


ARTICLE 1



DEFINITIONS


 


Section 1.01.                         Definitions.


 


As used in this
Agreement, capitalized terms not otherwise defined herein shall have the
meanings provided for such terms in the Credit Agreements.  The following additional terms, as used
herein, have the following respective meanings:


 


“Adjusted B Note Completion Payment” shall
have the meaning assigned thereto in the ICI Purchase Agreement.


 


“B Note Completion Payment” shall have the
meaning assigned thereto in the ICI Purchase Agreement.


 


“B Notes” has the meaning specified in the
fourth WHEREAS clause to this Agreement.


 


“Board of Directors” means, as to any
Person, the board of directors, or any authorized committee thereof, of a
corporation, or the board of managers, or any authorized committee thereof, of
a limited liability company.


 


“Credit Agreement Change of Control” means a
“Change of Control” as defined in the Term Credit Agreement.


 


“Credit Agreements” has the
meaning set forth in the recitals.


 


“Customary Permitted Liens”  means:


 


(i)                                     Liens
for taxes not yet due and payable or which are being contested in good faith by
appropriate proceedings diligently pursued, provided that (A) any proceedings
commenced for the enforcement of such Liens shall have been stayed or suspended
within 30 days of the commencement thereof and


 


2

















 


(B) provision for the payment of all such taxes known
to such Person has been made on the books of such Person to the extent required
by GAAP; and


 


(ii)                                  attachment,
judgment or other similar Liens arising in connection with court or arbitration
proceedings involving individually and in the aggregate liability of $500,000
or less at any one time, provided the same are discharged, or that execution or
enforcement thereof is stayed pending appeal, within 60 days or, in the case of
any stay of execution or enforcement pending appeal, within such lesser time
during which such appeal may be taken.


 


“Default” has the meaning set forth in Section 5.01.


 


“GAAP” means generally
accepted accounting principles in the United States applied on a consistent
basis.


 


“Final ICI Settlement” means (i) the obligations of HSCC under the MIOA
(including the obligation to purchase additional equity interests in HIH and
the related pledge of 300 membership units of HIH as collateral) shall have
been terminated and (ii) ICI Alta shall have released (or caused to be
released) the liens on such 300 membership units of HIH and such released units
shall have been pledged to the Collateral Agent in accordance with the
respective provisions of the Credit Agreements, such that all of the HIH
membership units owned by HSCC shall have been pledged to the Lenders as
Collateral.


 


“Group” means Huntsman Group Inc., the
Capital Stock of which will be entirely owned by Holdco I.


 


“Group Formation Date” means the date on
which Group acquires the Capital Stock of Holdco II.


 


“HCF Conversion” means a conversion or
exchange by the Huntsman Cancer Foundation of preferred equity of Huntsman or
Holdco II into a portion of the Preferred Interest of Holdco I.


 


“HIH” means Huntsman International Holdings,
LLC, a Delaware limited liability company.


 


“HIH Credit Agreement” means that certain
Credit Agreement dated as of June 30, 1999 among HIH, Huntsman
International LLC, Deutsche Bank Trust Company Americas (f/k/a Bankers Trust
Company) and the financial institutions party thereto as lenders, as the same
may be amended, restated or otherwise modified from time to time in accordance
with its terms.


 


“HIH Minority Interest” means equity
interests of HIH not owned by HSCC.


 


“Holdco Parties” means Holdco I and Holdco
II (and, as of the Group Formation Date, Group) and each Permitted Holdco
Subsidiary, as the case may be.


 


“Huntsman Interest” means the Capital Stock
of Huntsman owned by Holdco II as of the date hereof.


 


3

















 


“ICI Parties” means any of ICI Alta, ICI
Americas, ICI Finance and ICI Parent.


 


“Indebtedness” of any Person means (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person (other than in the nature of trade accounts payable)
under conditional sale or other title retention agreements relating to property
or assets purchased by such Person, (d) all obligations of such Person issued
or assumed as the deferred purchase price of property or services (excluding
trade accounts payable), (e) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the obligations secured thereby have been assumed, (f)
all guarantees by such Person of Indebtedness of others, (g) all obligations of
such Person as an account party in respect of letters of credit and bankers’
acceptances, and (h) the obligations of such Person to pay rent or other
amounts under any lease of (or other arrangement conveying the right to use)
real or personal property, or a combination thereof, which obligations are
required to be accounted for as capital leases on a balance sheet of such
Person under GAAP; provided, however, for purposes of this
Agreement, any obligations of a Holdco Party under the ICI Purchase Agreement
will not be considered Indebtedness.


 


“Lien” means, with respect to any property
or asset, any mortgage, deed of trust, lien, pledge, guaranty, charge, security
interest, restriction, option, right of first refusal, right of first offer,
tag-along right, drag-along right, any adverse claim of any kind, or other encumbrance
of any nature (whether or not relating to the extension of credit or borrowing
of money) in respect of such property or asset, including under any conditional
sale agreement or other title retention agreement relating to such property or
asset, and any financing lease having substantially the same economic effect as
any of the foregoing in respect of such property or asset.


 


“Material Adverse Effect” means a material
adverse effect on (a) the business, condition (financial or otherwise), assets,
liabilities or operations of the Holdco Parties taken as a whole, (b) the
ability of any Holdco Party to perform its respective obligations under this
Agreement, or (c) the validity or enforceability of this Agreement or the
rights or remedies of Administrative Agent and the Lenders hereunder.


 


“Mezzanine Financing” means a debt offering
or issuance of Capital Stock at Holdco I, Group or Holdco II consisting of the
incurrence or issuance of Indebtedness or the issuance of Capital Stock.


 


“Non-Recourse Indebtedness” means
Indebtedness of a Permitted Holdco Subsidiary which (i) has no direct or
indirect recourse whatsoever to any of the assets, properties or business of
Holdco I, Group, Holdco II, Huntsman or any Subsidiary of Huntsman (other than
indirect recourse resulting from the B Notes, Huntsman Interest or HIH Minority
Interests); and (ii) does not constitute the primary obligation with respect to
any Guarantee Obligation of Holdco I, Group, Holdco II, Huntsman or any
Subsidiary of Huntsman.


 


“Permitted Bonds” means Senior Subordinated
Notes and Polymers Senior Notes permitted to remain outstanding pursuant to Section 8.2(c)
or (d) of the Term Loan Agreement.


 


4

















 


“Permitted Holdco Subsidiaries” means any
direct Subsidiary of Holdco II (other than Huntsman or Vantico Holdco) or Group
(other than Vantico Holdco or Holdco II) or a direct Subsidiary of a Permitted
Holdco Subsidiary or, on or after the date on which the Final ICI Settlement
has occurred, any direct Subsidiary of Holdco I (other than Group), the
Organizational Documents of which are in a form satisfactory to the
Administrative Agent and which executes a counterpart to this Agreement in form
and substance satisfactory to the Administrative Agent and under which such
Subsidiary acknowledges and agrees to be bound for so long as it is an
Affiliate of a Holdco Party by the provisions of this Agreement.


 


“Permitted Margaux Guarantees” means
unsecured guarantees in form and substance satisfactory to the Administrative
Agent by Holdco I, Group or Holdco II issued in respect of an Investment made solely for the
purpose of conducting an Asian polyurethane chemicals business which Investment
is detailed on Annex A hereto.


 


“Permitted Tax Distribution” means cash distributions
from time to time to provide the respective Holdco I equity holders with the
funds necessary to make cash payments (including estimated tax payment
requirements for each taxable year) to taxing authorities resulting from “HCH
LLC Allocated Taxable Income” (as defined below).  Such distributions shall be limited to the amount of “HCH LLC
Allocated Taxable Income” allocated by Holdco I to each of its equity holders
multiplied by the “Effective Tax Rate” for each equity holder.  The “Effective Tax Rate” for each equity
holder will be the sum of (i) the blended, marginal tax rate for all states and
local taxing jurisdictions taxing Holdco I’s “Allocated Taxable Income,” and
(ii) the applicable marginal federal tax rate, in each determined after giving
effect to the deduction of (or credit for) taxes paid to another jurisdiction
as applicable.  “HCH LLC Allocated
Taxable Income” shall mean for each equity holder (i) the federal taxable
income and gain allocated to the equity holder of the applicable period,
reduced (but not below zero) by (ii) the excess (if any) of the cumulative
federal income tax losses of Holdco I over the cumulative federal taxable
income and gains of Holdco I allocated to such equity holder for all prior
periods.


 


“Preferred Interest” means the Preferred
Interest of Holdco I as defined in the Limited Liability Company Agreement of
Holdco I.


 


“Term Credit Agreement” has the meaning set
forth in the recitals.


 


“Vantico Holdco” means that certain entity to be formed or incorporated for the
purpose of holding directly or indirectly Capital Stock of Vantico Group S.A.


 


ARTICLE 2



REPRESENTATIONS AND WARRANTIES
OF HOLDCO PARTIES


 


Each Holdco Party
represents and warrants to the Administrative Agent and the Lenders, as of the
date hereof, that:


 


5

















 


Section 2.01.                         Existence and Power.


 


It is a corporation or
limited liability company duly formed, validly existing and in good standing
under the laws of the jurisdiction of its formation, and it has all requisite
corporate or other power and all licenses, authorizations, permits, consents
and approvals required to carry on its business as now conducted.


 


Section 2.02.                         Authorization.


 


The execution, delivery
and performance by such Holdco Party of this Agreement and the other agreements
and instruments referred to in this Agreement to which it is or will be a party
and the consummation of the transactions contemplated hereby and thereby are
within its corporate or other powers and have been duly authorized by all
necessary corporate or other action on the part of such Holdco Party.  Assuming due authorization, execution and
delivery by the other parties hereto and thereto, this Agreement constitutes a
valid and binding agreement of such Holdco Party and the other agreements and
instruments referred to in this Agreement to which it will be a party will
constitute valid and binding agreements of such Holdco Party.  This Agreement is enforceable against such
Holdco Party in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and similar laws
relating to or affecting creditors generally, by general equity principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).


 


Section 2.03.                         Governmental Authorization.


 


The execution, delivery
and performance by such Holdco Party of this Agreement and the other agreements
and instruments referred to in this Agreement to which it is or will be a party
and the consummation of the transactions contemplated hereby and thereby
require no material action by or in respect of, or material filing with, any
Governmental Authority.


 


Section 2.04.                         Noncontravention.


 


The execution, delivery
and performance by such Holdco Party of this Agreement and the other agreements
and instruments referred to in this Agreement to which it is or will be a party
and the consummation of the transactions contemplated hereby and thereby do not
and will not violate its constitutional or organizational documents; do not
violate any applicable law, rule, regulation, judgment, injunction, order or
decree, except for any such matters which would not, individually or in the
aggregate, reasonably be expected to materially adversely affect or materially
impair in any respect the ability of such Holdco Party to perform its
obligations under this Agreement; and do not require any consent or other
action by any Person, constitute a default under, or give rise to any right of
termination, cancellation or acceleration of any material right or material
obligation of such Holdco Party or to a loss of any benefit to which such
Holdco Party is entitled under any provision of any agreement or other
instrument binding upon such Holdco Party.


 


Section 2.05.                         Status.


 


Except for the
transactions contemplated hereby, Holdco II does not conduct, nor has it ever
conducted, any business or activities other than transactions and activities
incidental to completing the transactions contemplated by the Loan Documents.  Holdco II does not


 


6

















 


currently have nor has it
ever had: (i) any right, title or interest to or in any tangible or intangible
assets or property other than its ownership of the Huntsman Interest, its rights
under the ICI Purchase Agreement, the GOF Restructuring Agreement and those
interests described in Section 5.1(c)(ii) of the Term Credit Agreement or
(ii) employees or employee benefit plans.


 


Section 2.06.                         Capitalization.


 


Holdco I is the sole
record and beneficial owner of all of the outstanding equity of  Holdco II. 
Holdco II is the sole record and beneficial owner of the Huntsman
Interest.


 


ARTICLE 3



AFFIRMATIVE COVENANTS OF THE
HOLDCO PARTIES


 


The Holdco Parties
covenant and agree with the Administrative Agent and HSCC (as pertains to HSCC,
solely with respect to the covenants contained in Sections 3.05 and 3.06)
that:


 


Section 3.01.                         Existence.


 


Each of Holdco I, Group
and Holdco II will do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence.


 


Section 3.02.                         Good Standing.


 


Each of Holdco I, Group
and Holdco II will remain in good standing under the laws of the state of its
incorporation or formation.


 


Section 3.03.                         Notices.


 


Promptly (and in
any event within three Business Days in the case of (a) below) after a
Responsible Officer of a Holdco Party obtains knowledge thereof, such Person
shall give notice to Administrative Agent of:


 


(a)                                  Defaults.  The occurrence of any Default under this Agreement, accompanied by
a statement of a Responsible Officer setting forth details of the occurrence
referred to therein and stating what action such Holdco Party, proposes to take
with respect thereto.


 


(b)                                 Litigation and Related Matters.  The commencement of, or any material
development in, any action, suit, proceeding or investigation affecting Holdco
I,  Group, Holdco II or any Permitted
Holdco Subsidiary before any arbitrator or Governmental Authority, (i) in which
the amount of any claim, damage, penalty or fine asserted against any such
Person that such Person reasonably determines is not covered by insurance is
$500,000 or more, (ii) with respect to any Loan Document or any material
Indebtedness or preferred stock of Holdco I, Group or Holdco II or any
Permitted Holdco Subsidiary or (iii) which, if determined adversely to Holdco
I, Group or Holdco II or any Permitted Holdco Subsidiary, could reasonably be
expected to have a Material Adverse Effect.


 


7

















 


(c)                                  Notices and Other Reports.  Notwithstanding the foregoing, to the
extent not otherwise required to be delivered hereunder, the Holdco Parties
shall and shall cause any Permitted Holdco Subsidiary to promptly provide to
Administrative Agent a copy of all material notices required to be delivered by
the Holdco Parties or any of their affiliates under the ICI Purchase Agreement
or the MIOA and of any material notice or communication it receives from any
ICI Party in respect of or pursuant to the ICI Purchase Agreement.


 


Section 3.04.                         Inspection of Property, Books and
Records.


 


Each Holdco Party
shall keep, or cause to be kept, and cause each Permitted Holdco Subsidiary to
keep or cause to be kept, adequate records and books of account, in which
complete entries are to be made reflecting its and their business and financial
transactions, such entries to be made in accordance with sound accounting
principles consistently applied and will permit, and cause each Permitted
Holdco Subsidiary to permit, Administrative Agent or its respective
representatives, at any reasonable time, and from time to time at the
reasonable request of Administrative Agent made to such Person and upon
reasonable notice, subject to any applicable confidentiality agreements, to
visit and inspect its and their respective properties, to examine and make
copies of and take abstracts from its and their respective records and books of
account, and to discuss its and their respective affairs, finances and accounts
with its and their respective principal officers, directors and independent
public accountants, provided that such Person may attend any such meetings (and
by this provision each such Person authorizes such accountants to discuss with
the Administrative Agent and such representatives the affairs, finances and
accounts of such Person and such Permitted Holdco Subsidiaries).


 


Section 3.05.                         MIOA.


 


Upon the earlier to occur
of the consummation of the transactions contemplated by the ICI Purchase
Agreement consisting of (A) the payment by the Holdco Parties of the Alta
Interest Purchase Price or (B) the direct or indirect purchase by any Holdco
Party of the HIH Minority Interest from any ICI Party, the Holdco Parties shall
and shall cause any Permitted Holdco Subsidiary, as the case may be, to (i)
cause the MIOA to be terminated and cancelled in all respects, including,
without limitation, with respect to the obligation of HSCC to purchase any
portion of the HIH Minority Interest from ICI Alta and to release any and all
obligations of any kind, contingent or otherwise, which may be owing from HSCC
to ICI Alta or any Affiliate of ICI Alta; and (ii) release any equity of HIH
pledged by HSCC to ICI Alta and return any limited liability company
certificates of HIH representing such equity to HSCC.


 


Section 3.06.                         HIH Minority Interests.


 


To the extent any Holdco
Party owns or controls HIH Minority Interests which were purchased from any ICI
Party or any other third party, whether in foreclosure or otherwise, and which
were previously, at any time, owned by HSCC, then such Holdco Party shall, as
soon as possible, contribute (or cause to be contributed) such HIH Minority
Interests to Huntsman and such HIH Minority Interests shall be pledged to the
Lenders in the manner contemplated by the Credit Agreements.  Notwithstanding anything else in this
Agreement or the Credit Agreements to the contrary, to the extent any Holdco
Party or Affiliate of any Holdco Party purchases, acquires or otherwise
receives any such HIH Minority Interests from any ICI Party and does not


 


8

















 


cause the events
contemplated by Sections 3.05 and 3.06 of this Agreement to occur, such
failure to so act shall be a breach of this Agreement and shall cause an
immediate Event of Default under the Credit Agreements.


 


Section 3.07.                         Application of Certain Proceeds.


 


To the extent any Holdco
Party receives net cash proceeds after the date of this Agreement and prior to
the date of the Final ICI Settlement which are not required to be applied as a
mandatory prepayment of the Loans under the Credit Agreements from any issuance
of Indebtedness or Capital Stock or from any sale, transfer, assignment or
other disposition of any assets, the Holdco Parties agree to apply such
proceeds to the obligations of the Holdco Parties under the ICI Purchase
Agreement consisting of the B Note Completion Payment or Adjusted B Note
Completion Payment and any other related mandatory monetary obligations of the
Holdco Parties under the ICI Purchase Agreement and, to the extent that there
are any proceeds in excess of the amounts necessary to satisfy the B Note
Completion Payment or Adjusted B Note Completion Payment, as applicable, and
any such other mandatory monetary obligations, such proceeds shall be retained
by the applicable Holdco Party in a Deutsche Bank deposit account and used only
(i) to make all or a portion of the “Alta Interest Partial Payment” or the
“Alta Interest Purchase Price” pursuant to the ICI Agreement; (ii) to otherwise
acquire from the ICI Parties all or a portion of the Capital Stock of HIH held
by ICI Alta so long as after such acquisition, the Holdco Parties are in
compliance with Sections 3.05 and 3.06; (iii) as a payment to the ICI
Parties in exchange for fair value solely in connection with a valid and
binding settlement entered into by the Holdco Parties, HSCC and the ICI Parties
with respect to all or any portion of the obligations of HSCC to any of the ICI
Parties under the MIOA; (iv) to repay or refinance any Non-Recourse
Indebtedness or Mezzanine Financing which constitutes Indebtedness, so long as
the net proceeds of any such refinancing Indebtedness does not exceed the
principal amount of the Indebtedness refinanced thereby on such date; or (v) as
a contribution to the equity of Huntsman (either directly in the case of Holdco
II or through a distribution to Holdco II and subsequent contribution to
Huntsman in the case of any Permitted Holdco Subsidiary) for further
application in the manner required by the Credit Agreements; provided, further,
any amounts of such proceeds that have not been applied in the manner specified
in clauses (i), (ii), (iii) or (iv) above on or before December 31, 2003
(including any such proceeds received by a Holdco Party after December 31,
2003) shall be applied on such date in the manner specified in clause (v)
above.  On the Final ICI Settlement date: (i) any
amounts which are retained by a Permitted Holdco Subsidiary in a Deutsche Bank
deposit account shall be disbursed to such Permitted Holdco Subsidiary and may
be used for any purposes not prohibited under this Agreement and (ii) any
amounts which are retained by Holdco I or Holdco II in a Deutsche Bank deposit
account which constitute “Reinvestment Mezzanine Proceeds” (as defined under
the Term Credit Agreement) shall be disbursed to such party and shall be used
as permitted under the definition of “Reinvestment Mezzanine Proceeds”.


 


Section 3.08.                         Group Formation Date.


 


Except as permitted by Section 4.05(a),
at all times on and after the Group Formation Date, (a) Holdco I will be the
sole record and beneficial owner of all of the outstanding equity of Group; (b)
Group will be the sole record and beneficial owner of all of the outstanding
equity of Holdco II; and (c) Holdco II will be the sole record and beneficial
owner of


 


9

















 


the Huntsman
Interest.  Holdco I shall cause Group to
execute a counterpart to this Agreement substantially in the form of Exhibit A
hereto under which Group will acknowledge and agree to be bound by the
provisions of this Agreement.


 


Section 3.09.                         Further Assurances.


 


Each of the Holdco
Parties agrees to execute and deliver such other documents, certificates,
agreements and other writings and to take such other actions as may be reasonably
necessary or desirable in order to consummate or implement expeditiously the
transactions contemplated by this Agreement and the other agreements and
instruments referred to in this Agreement.


 


ARTICLE 4



NEGATIVE COVENANTS OF THE HOLDCO
PARTIES


 


Each Holdco Party
agrees as to itself that, so long as any Loan or Revolving Commitment remains
outstanding and unpaid or any other amount is owing to any Lender or
Administrative Agent under the Credit Agreements:


 


Section 4.01.                         Liens.


 


Such Holdco Party
shall not, nor shall it permit any Permitted Holdco Subsidiary to, directly or
indirectly, create, incur, assume or suffer to exist or agree to create, incur
or assume any Lien in, upon or with respect to any of its properties or assets
(including, without limitation, any securities or debt instruments of any
Permitted Holdco Subsidiary), whether now owned or hereafter acquired, or
assign or otherwise convey any right to receive income to secure any
obligation; except for the following Liens (herein referred to as “Permitted
Liens”):


 


(a)                                  Liens
securing Mezzanine Financing obligations;


 


(b)                                 Liens
on the assets of Permitted Holdco Subsidiaries securing Non Recourse
Indebtedness permitted by Section 4.02(c);


 


(c)                                  Liens
existing on or after the date of the Final ICI Settlement on the assets and
properties of Permitted Holdco Subsidiaries;


 


(d)                                 Liens
on the B Notes required by the ICI Purchase Agreement securing the B Note
Completion Payment and Adjusted B Note Completion Payment;


 


(e)                                  Customary
Permitted Liens; and


 


(f)                                    Liens
imposed by such party’s Organizational Documents other than Liens securing
obligations of any kind.


 


10

















 


Section 4.02.                         Indebtedness.


 


Such Holdco Party
shall not, nor shall it permit any Permitted Holdco Subsidiary to, directly or
indirectly, incur, create, assume directly or indirectly, or suffer to exist
any Indebtedness (including without limitation any Guarantee Obligation in
respect of Indebtedness of Permitted Holdco Subsidiaries) except for:


 


(a)                                  Indebtedness
of Holdco I or Holdco II consisting of Mezzanine Financing, or, in the case of
Holdco I or Group, guarantees of the obligations of Holdco II in respect
thereof, provided that the net cash proceeds of such indebtedness not
constituting Permitted Mezzanine Proceeds are applied as a contribution to the
capital of Huntsman for further application as may be required by the Credit
Agreements;


 


(b)                                 Indebtedness
of ICI Alta consisting of guarantees of the Mezzanine Financing;


 


(c)                                  Indebtedness
of Holdco I, Group or Holdco II pursuant to the Permitted Margaux Guarantee;


 


(d)                                 Non-Recourse
Indebtedness of a Permitted Holdco Subsidiary incurred prior to the date of the
Final ICI Settlement provided that the net cash proceeds of such
Indebtedness are used as provided in Section 3.07; and


 


(e)                                  Non-Recourse
Indebtedness of a Permitted Holdco Subsidiary incurred on or after the date of
the Final ICI Settlement.


 


Section 4.03.                         Fundamental Changes.


 


Neither Holdco I,
Group nor Holdco II shall directly or indirectly enter into any merger,
consolidation or amalgamation, or liquidate, wind-up or dissolve itself (or
suffer any liquidation or dissolution). 
No Permitted Holdco Subsidiary shall liquidate, wind-up or dissolve itself
if the effect of any such liquidation, winding-up or dissolution would cause a
breach by any Person of any term or condition of this Agreement.


 


Section 4.04.                         Dividends or Other Distributions.


 


Such Holdco Party
shall not, nor shall it permit any Permitted Holdco Subsidiary to, directly or
indirectly, either:  (i) declare or pay
any dividend or make any distribution on or in respect of its Capital Stock to
the direct or indirect holders of its Capital Stock in respect of such Capital
Stock, (ii) purchase, redeem or otherwise acquire or retire for value any of
its Capital Stock, (iii) make a loan to any direct or indirect holder of its
Capital Stock, or (iv) pay any Management Fees (any such dividend,
distribution, purchase, redemption, repurchase, other acquisition, retirement
or loan or payment being hereinafter referred to as a “Restricted Payment”);
provided, however, that so long as no Default or Event of
Default, in each case as defined in the Credit Agreements, would occur as a
result thereof:


 


(a)                                  Holdco
I, Group or Holdco II may declare or pay any dividend or make any distribution
or retire for value its Capital Stock to the extent the consideration is
payable solely in its Capital Stock or in options, warrants or other rights to
purchase its Capital Stock,


 


11

















 


(b)                                 Holdco
I may make Restricted Payments consisting of Permitted Tax Distributions,


 


(c)                                  a
Permitted Holdco Subsidiary may make Restricted Payments of the types set forth
in clauses (i), (ii) or (iv) of the definition thereof to a Permitted
Holdco Subsidiary or Holdco II;


 


(d)                                 on
or after the date of the Final ICI Settlement, any Holdco Party may make
Restricted Payments other than Restricted Payments consisting of the Huntsman
Interest or any Capital Stock of Holdco II or Group; and


 


(e)                                  Subject
to Section 3.07, (i) prior to the Group Formation Date, Holdco II
may pay a cash dividend to Holdco I in an amount not in excess of the Permitted
Tax Distributions made at such time by Holdco I, and (ii) after the Group
Formation Date, Holdco II may pay a cash dividend to Group, and Group may pay a
cash dividend to Holdco I, each in an amount not in excess of the Permitted Tax
Distributions made at such time by Holdco I.


 


Section 4.05.                         Issuance of Stock.


 


Such Holdco Party will
not, nor will it permit any Permitted Holdco Subsidiary to, directly or
indirectly, issue, sell, assign, pledge or otherwise encumber or dispose of any
shares of Capital Stock, provided that so long as no Default or Event of
Default, in each case as defined in the Credit Agreements, would occur as a
result thereof:


 


(a)                                  Holdco
I and Holdco II may issue Capital Stock in connection with a Mezzanine
Financing so long as the net cash proceeds of any such issuance to the extent
not constituting Permitted Mezzanine Proceeds are applied as a contribution to
the capital of Huntsman for further application as may be required by the
Credit Agreements;


 


(b)                                 Holdco
I, Group and Holdco II may issue Capital Stock to its officers and directors
and the officers and directors of their subsidiaries in connection with a
management incentive plan;


 


(c)                                  a
Permitted Holdco Subsidiary may issue Capital Stock of such Permitted Holdco
Subsidiary, so long as (i) the proceeds of such issuance of Capital Stock
obtained prior to the date of the Final ICI Settlement are used as specified in
Section 3.07; (ii) prior to the date of the Final ICI Settlement,
such Permitted Holdco Subsidiary remains a Permitted Holdco Subsidiary after
giving effect to such issuance and (iii) the Capital Stock is not convertible
into or exchangeable for debt or Capital Stock of Holdco I, Group or Holdco II
(other than Capital Stock which is convertible in connection with or after the
date of the Final ICI Settlement); and


 


(d)                                 Holdco
I, Group and Holdco II may issue its Capital Stock solely in exchange for its
Capital Stock.


 


12

















 


Section 4.06.                         Disposition of Assets.


 


Such Holdco Party
will not, nor will it permit any Permitted Holdco Subsidiary to, directly or
indirectly, sell, lease, assign, transfer or otherwise dispose of any of its
assets to any Person, except that:


 


(a)                                  prior
to the date of the Final ICI Settlement, Holdco II may transfer, sell or
otherwise dispose of the B Notes for fair market value to a third party (other
than a Holdco Party or any Affiliate of a Holdco Party) (and if to a party
other than an ICI Party, for cash) provided that the proceeds of any
such transfer, sale or other disposition are used as specified in Section 3.07;


 


(b)                                 prior
to the date of the Final ICI Settlement, a Permitted Holdco Subsidiary or
Holdco II may transfer, sell or otherwise dispose of cash or Cash Equivalents
or of the B Notes to any Permitted Holdco Subsidiary in connection with a
transaction in which the B Note Completion Payment and Adjusted B Note
Completion Payment obligations, as the case may be, and all other mandatory
monetary obligations of the Holdco Parties related thereto are satisfied in
full; provided, that any additional proceeds of any such transaction are
used as specified in Section 3.07;


 


(c)                                  any
time following the date of the Final ICI Settlement or in connection with the
Final ICI Settlement, any Holdco Party may transfer or otherwise dispose of any
of its assets; provided, however, that at no time shall Holdco II
transfer the Huntsman Interest, nor Group transfer any Capital Stock of Holdco
II, nor Holdco I transfer any Capital Stock of Group;


 


(d)                                 any
Holdco Party may make transfers or other dispositions of assets to Huntsman and
its Restricted Subsidiaries and HIH and its “Restricted Subsidiaries” as
defined in the HIH Loan Agreement;


 


(e)                                  any
Holdco Party may make transfers or other dispositions of assets to the extent
permitted by Section 4.07 hereof; and


 


(f)                                    any
Holdco Party may permit to exist Liens upon its assets which are permitted by Section 4.01.


 


Section 4.07.                         Loans and Investments.


 


Such Holdco Party
shall not, nor shall it permit any Permitted Holdco Subsidiary to, directly or
indirectly, make any or own any Investments except:


 


(a)                                  Investments
of Holdco I in Group, and prior to the Group Formation Date, Investments of
Holdco I in Holdco II;


 


(b)                                 Investments
of Group in Holdco II;


 


(c)                                  Investments
of Holdco II in Huntsman;


 


13

















 


(d)                                 Investments
of any Holdco Party made on or after the date of the Final ICI Settlement in
Permitted Holdco Subsidiaries;


 


(e)                                  Investments
by Holdco II in a Permitted Holdco Subsidiary consisting of cash or Cash
Equivalents or a transfer or sale of the B Notes to the extent and in the
manner permitted by Section 4.06(b) and in the event that on or
after the Final ICI Settlement, any Permitted Holdco Subsidiary ceases to be a
Permitted Holdco Subsidiary as a result of a transaction permitted by Sections
4.05(d) or 4.06(c), the Investment by Holdco II in such Person existing on
the date such Person ceased to be a Permitted Holdco Subsidiary;


 


(f)                                    Investments
by a Holdco Party consisting directly or indirectly of the HIH Minority
Interests, the B Notes and the equity of ICI Alta Inc.;


 


(g)                                 Investments
by Permitted Holdco Subsidiaries made on or after the date of the Final ICI
Settlement in Huntsman or HIH or any “Restricted Subsidiary” of either (defined
in the Credit Agreement or HIH Credit Agreement, respectively), or in HSCC or HSCHC;


 


(h)                                 Investments
of any Holdco Party consisting of cash or Cash Equivalents; and


 


(i)                                     Investments
by a Holdco Party in Vantico Group S.A. or any holding company thereof; provided
that no such Investment shall consist of Cash or Cash Equivalents.


 


Section 4.08.                         Conduct of Business.


 


Such Holdco Party shall
not, nor shall it permit any Permitted Holdco Subsidiary to, own any real or
personal property or conduct any business or activities other than (a) holding
the Investments permitted for such Holdco Party hereunder; (b) entering into
the transactions (and performing the related obligations) expressly permitted
by this Agreement; (c) establishing and maintaining management incentive
programs; (d) in the case of Holdco II and Group, entering into a tax sharing
agreement with Huntsman and Vantico in form and substance satisfactory to the
Administrative Agent; and (e) conducting administrative activities incidental
to the transactions expressly permitted by this Agreement including, in the
case of Holdco II, performing its obligations under the Limited Liability
Company Agreement of Huntsman and of Vantico Holdco, and in the case of Group,
performing its obligations under the Limited Liability Company Agreement of
Vantico Holdco and as sole shareholder of Holdco II, provided, however,
that it is acknowledged that Holdco I operates pursuant to a Limited Liability
Company Agreement by and among its members and that, under certain
circumstances, Holdco I shall direct Holdco II to take certain actions with
respect to Huntsman and/or its Subsidiaries and Capital Stock so long as such
directions and related actions under the LLC Agreement shall be permitted to
the extent they do not contravene the terms of this Agreement.  No Holdco Party shall have any employees or
any Plan.


 


Section 4.09.                         Amendments to Organizational and
Other Documents.


 


Such Holdco Party
shall not, nor shall it permit any Permitted Holdco Subsidiary to, directly or
indirectly, amend, modify or waive, or permit any amendment, modification or
waiver to its Organizational Documents if such amendment, modification or
waiver could


 


14

















 


reasonably be expected to
adversely affect the interests of the Collateral Agent, Administrative Agent or
the Lenders.  Such Holdco Party shall
not, nor shall it permit any Permitted Holdco Subsidiary to, amend, modify or
waive or cause to be amended, modified or waived any provision of the ICI
Purchase Agreement unless such amendment, modification or waiver is approved by
the Administrative Agent and, if adverse to the interests of the Lenders (as
determined by the Administrative Agent in its sole reasonable discretion after
reasonable advance notice of such proposed change), by the Required Lenders.


 


ARTICLE 5


 


DEFAULTS


 


Section 5.01.                         Defaults.


 


Any of the following
events, acts, occurrences or states of facts shall constitute a “Default”
for purposes of this Agreement:


 


(a)                                  Representations.  Any representation or warranty made or
deemed to be made by any Holdco Party herein or in any document, instrument or
certificate delivered by a Holdco Party pursuant hereto shall prove to have
been incorrect or misleading in any material respect on or as of the date made
or deemed made; or


 


(b)                                 Covenants.  Any Holdco Party shall (i) default in the performance or
observance of any term, covenant, condition or agreement on its part to be
performed or observed under Article IV hereof or Sections 3.05,
3.06 or 3.07 or (ii) default in the due performance or observance by it of
any other term, covenant or agreement contained in this Agreement and such
default shall continue unremedied for a period of thirty (30) days after
written notice to the applicable Holdco Party by the Administrative Agent.


 


ARTICLE 6


 


MISCELLANEOUS


 


Section 6.01.                         Notices.


 


All notices or other
communications which are required or permitted under this Agreement shall be in
writing and shall be delivered by hand or by an internationally-recognized
overnight courier (with confirmation) or sent by telecopy (with confirmation)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):


 


	
  if to the Holdco
  Parties, to:

  
	
   

  
	
  c/o Huntsman Company
  LLC

  
	
  500 Huntsman Way

  
	
  Salt Lake City, Utah

  
	
  Attention:  Sam Scruggs

  



 


15

















 


	
  c/o MatlinPatterson
  Global

  
	
  520 Madison Avenue

  
	
  New York, New York
  10022

  
	
  Attention:  Christopher Pechock

  
	
   

  
	
  if to Administrative
  Agent, to:

  
	
   

  
	
  Deutsche Bank Trust
  Company Americas

  
	
  60 Wall Street

  
	
  New York, New York
  10005

  
	
  Attention:  

  	
  John Anos and

  
	
   

  	
  Frank Fazio

  



 


All such notices or
communications given to any party hereto in accordance with the provisions of
this Agreement shall be deemed to be received (a) in the case of personal
delivery, on the date of such delivery, (b) in the case of delivery by an
internationally-recognized overnight courier, on the next Business Day after
the date of dispatch, and (c) in the case of transmission by telecopy, upon
confirmed receipt.


 


Section 6.02.                         Amendments and Waivers.  (a)
Any provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed, in the case of an amendment,
by each Holdco Party and the Administrative Agent (with the written consent of
the Required Lenders under the Term Credit Agreement and the Required Lenders
under the Priority Credit Agreement) or in the case of a waiver, by the party
or parties against whom the waiver is to be effective.


 


(b)                                 No
failure or delay by any party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.


 


Section 6.03.                         Expenses.


 


Except as otherwise
expressly provided for in this Agreement, all costs and expenses incurred in
connection with the preparation and performance of this Agreement shall be paid
by the party incurring such cost or expense.


 


Section 6.04.                         Successors and Assigns.


 


The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the written consent of each other party hereto, which consent
shall not be unreasonably withheld.


 


Section 6.05.                         Governing Law.


 


This Agreement shall be
governed by and construed in accordance with the law of the State of New York,
without regard to the conflicts of law rules of such State.


 


16

















 


Section 6.06.                         Jurisdiction.


 


The parties hereto
irrevocably and unconditionally submit to the exclusive jurisdiction of any
state or federal court located in the State of New York, and any appellate
court with jurisdiction to review decisions of any such court, in any action or
proceeding brought by any of the parties hereto arising out of or relating to
this Agreement, and each of the parties hereto irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in any such court.


 


Section 6.07.                         WAIVER OF JURY TRIAL.


 


EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 6.08.                         Counterparts; No Third Party
Beneficiaries.


 


This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument.  This Agreement shall become
effective when each party hereto shall have received a counterpart hereof
signed by the other party hereto.  No
provision of this Agreement is intended to confer upon any Person other than
the parties hereto (and the Lenders under the Credit Agreements) any rights or
remedies under this Agreement.


 


Section 6.09.                         Severability.


 


In the event one or more
of the provisions of this Agreement should, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained in this Agreement.


 


Section 6.10.                         Entire Agreement.


 


This Agreement
constitutes the entire agreement among the parties hereto with respect to the
subject matter of this Agreement  Time
is of the essence in this Agreement. 
This Agreement is a Loan Document and will be governed and construed
accordingly.


 


Section 6.11.                         Captions.


 


The captions herein are
included for convenience of reference only and shall be ignored in the construction
or interpretation hereof.


 


17

















 


Section 6.12.                         Nature of Obligations.


 


The liability of each
Holdco Party under this Agreement shall remain in full force and effect without
regard to, and shall not be released, suspended, discharged, terminated,
modified or otherwise affected by any circumstance or occurrence whatsoever,
including without limitation any of the following (whether or not such Holdco
Party consents thereto or has notice thereof): 
(i) any change in or waiver of the time, place or manner of
payment, or any other term, of any of the Obligations or Loan Documents, any
waiver of or any renewal, extension, increase, amendments or modification of or
addition, consent or supplement to or deletion from, or any other action or
inaction under or in respect of, any of the Obligations or Loan Documents or
any other document, instrument or agreement referred to therein or any
assignment or transfer of any of the Obligations or Loan Documents; (ii) any
lack of validity, legality or enforceability of any of the Obligations or Loan
Documents or any other document, instrument, or agreement referred to therein
or of any assignment or transfer of any of the foregoing; (iii) any
furnishing of any additional collateral for any of the Obligations or any sale,
exchange, release or surrender of or realization on, any collateral for any of
the Obligations; (iv) any settlement, release or compromise of any of the
Obligations or Loan Documents, any collateral therefor, or any liability of any
other party (including without limitation by any guarantor) with respect to any
other of the Obligations or Loan Documents, or any subordination of payment of
any of the Obligations to the payment of any other indebtedness, liability or
obligations of Huntsman or any other Credit Party; (v) any bankruptcy,
insolvency, reorganization, composition, adjustment, merger, consolidation,
dissolution, liquidation or other like proceeding or occurrence relating to
Huntsman or any other Credit Party or any other change in the ownership,
composition or nature of Huntsman or any other Credit Party or any Holdco
Party, (vi) any non-perfection, subordination, release, avoidability or
voidability of any security interest, security title, pledge, collateral
assignment or other lien of Administrative Agent or Collateral Agent on any
collateral for any of the Obligations; (vii) any application of sums paid
by Huntsman or any other Credit Party or any other Person with respect to any
of the Obligations; (viii) the failure of Administrative Agent or
Collateral Agent or any Lender to assert any claim or demand or to enforce any
right or remedy against Huntsman or any other Credit Party or any other Person
(including any guarantor of any of the Obligations or any Holdco Party
hereunder) under the provision of any of the Loan Documents or otherwise, or
any failure of Administrative Agent, Collateral Agent or any Lender to exercise
any right or remedy against any other guarantor of or any collateral for any of
the Obligations; (ix) any other act or failure to act by Administrative
Agent, Collateral Agent or any Lender which may adversely affect any Holdco
Party not constituting a breach of this Agreement or the Credit Agreement; or
(x) any other circumstance affecting Huntsman or any other Credit Party,
the Obligations or any other Loan Documents which might, in the absence of this
provision, otherwise constitute a defense against or a legal or equitable
discharge of, any Holdco Party’s liability under this Agreement.


 


Section 6.13.                         Performance.


 


Each Holdco Party agrees
and acknowledges that the Administrative Agent and the Lenders may be
irreparably injured by a breach of this Agreement by any Holdco Party or their
representatives and that the Administrative Agent and the Lenders shall be
entitled to seek equitable relief, including injunctive relief and specific
performance, in the event of any breach of the provisions of this
Agreement.  Such remedies shall not be
deemed to be the exclusive remedies for a breach of this Agreement by any
Holdco Party, but shall be in addition to all other remedies available at law
or in equity.


 


18

















 


Section 6.14.                         Survival.


 


All covenants,
agreements, representations and warranties of the parties hereto contained in
this Agreement shall continue in full force and effect after the date hereof.


 


19

















 


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


 


	
   

  	
  HUNTSMAN HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Scruggs

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  HMP
  EQUITY HOLDINGS

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Scruggs

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS, as Administrative Agent

  under the Term Credit Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marco Orlando

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marco Orlando

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS, as Administrative Agent

  under the Priority Credit Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marco Orlando

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marco Orlando

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  HUNTSMAN
  SPECIALTY

  CHEMICALS CORPORATION

  (solely with respect to the matters set

  forth in Sections 3.06 and 3.07 of the

  Agreement)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Scruggs

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


20

















 


ANNEX
A


 


DESCRIPTION
OF PROJECT MARGAUX INVESTMENT


 


Those certain
manufacturing facilities to located in Caojing, China related to the production
of aniline, nitrobenzene, MDI and select derivatives (together, the
“Manufacturing Facilities”).  The
Manufacturing Facilities and related operations will be jointly owned by
certain unrestricted subsidiaries of Huntsman International Holdings LLC, BASF
and certain Chinese investors (collectively, the “Partners”).


 


The construction of the
Manufacturing Facilities will be financed through equity investments by the
Partners and borrowings from a group of financial institutions. Upon completion
of the construction period,  permanent
long-term financing which will be non-recourse to the Partners.


 


21

















 


EXHIBIT
A


 


22