SHALL
IMMEDIATELY TERMINATE AND CEASE TO BE EFFECTIVE AND THE ADMINISTRATIVE AGENT,
THE LENDERS, THE SENIOR SECURED NOTEHOLDERS, THE SENIOR SECURED NOTES TRUSTEE,
AND THE CREDIT PARTIES SHALL BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS
HEREUNDER (OTHER THAN SUCH OBLIGATIONS THAT BY THEIR TERMS ARE STATED TO SURVIVE
THE TERMINATION OF THIS AGREEMENT); PROVIDED, HOWEVER, (A) THIS AGREEMENT SHALL
BE AUTOMATICALLY REINSTATED IF AT ANY TIME PAYMENT OF, IN WHOLE OR IN PART, ANY
OF THE BANK OBLIGATIONS ARE CHALLENGED BY THE INITIATION OF ANY SUIT OR
PROCEEDING BY ANY PARTY, OR ARE RESCINDED OR MUST OTHERWISE BE RESTORED OR
RETURNED BY THE ADMINISTRATIVE AGENT OR ANY LENDER AS A PREFERENCE, FRAUDULENT
CONVEYANCE OR OTHERWISE UNDER ANY BANKRUPTCY, INSOLVENCY OR SIMILAR LAW, OR
UNDER ANY OTHER STATE OR FEDERAL LAW, THE COMMON LAW OR ANY RULING IN EQUITY,
ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE, AND IN SUCH EVENT, ALL REASONABLE
DOCUMENTED COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ANY REASONABLE
DOCUMENTED LEGAL FEES AND DISBURSEMENTS) INCURRED BY THE ADMINISTRATIVE AGENT OR
ANY LENDER IN DEFENDING ANY SUCH ACTION OR PROCEEDING OR ENFORCING SUCH
REINSTATEMENT SHALL BE DEEMED INCLUDED AS PART OF THE BANK OBLIGATIONS, AND THE
ADMINISTRATIVE AGENT, EACH LENDER, THE SENIOR SECURED NOTES TRUSTEE AND THE
SENIOR SECURED NOTEHOLDERS SHALL EACH ACCOUNT FOR ANY PAYMENTS RECEIVED IN
RESPECT OF THE COLLATERAL PRIOR TO SUCH REINSTATEMENT AND (B) IMMEDIATELY AFTER
ALL BANK OBLIGATIONS HAVE BEEN FULLY PAID, THE TERMS OF THIS AGREEMENT SHALL NO
LONGER BE APPLICABLE TO RESTRICT ANY ACTION OR FAILURE TO ACT BY THE SENIOR
SECURED NOTES TRUSTEE AND THE SENIOR SECURED NOTEHOLDERS WITH RESPECT TO THE
COLLATERAL SUBJECT TO THE IMMEDIATELY PRECEDING CLAUSE (A).
Section 24.
Effect of this Agreement.
Each party hereto hereby
acknowledges that this Agreement replaces in its entirety the Prior
Intercreditor Agreement.
[signature pages follow]
17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their duly authorized representatives as of the day
and year first above written.
DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent
By:
/s/ Marguerite Sutton
Name: Marguerite Sutton
Title: Director
DEUTSCHE BANK AG NEW YORK BRANCH,
as Bank and Note Collateral Agent
By:
/s/ Marguerite Sutton
Name: Marguerite Sutton
Title: Director
DEUTSCHE BANK AG NEW YORK BRANCH,
as Mortgagee
By:
/s/ Marguerite Sutton
Name: Marguerite Sutton
Title: Director
HSBC BANK USA, NATIONAL ASSOCIATION,
as Senior Secured Notes Trustee
By:
/s/ Frank J. Godino
Name: Frank J. Godino
Title: Vice President
A-1
Acknowledged and Agreed:
HUNTSMAN INTERNATIONAL LLC
By:
/s/ Sean Douglas
Name: Sean Douglas
Title: Vice President and Treasurer
2