AGREES THAT IT SHALL NOT CHALLENGE OR QUESTION IN ANY PROCEEDING THE VALIDITY OR
ENFORCEABILITY OF THIS SECTION 12.17(D) OR ANY CORRESPONDING PROVISIONS WITH
RESPECT TO LIEN SUBORDINATION IN THE SECURITY AGREEMENT OR THE INTERCREDITOR
AGREEMENT.
EACH LENDER
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AGREES THAT IT SHALL NOT CHALLENGE OR QUESTION IN ANY PROCEEDING THE PRIORITY OR
VALIDITY OF THE LIENS GRANTED TO ADMINISTRATIVE AGENT, "LENDERS" (AS DEFINED IN
REVOLVING CREDIT AGREEMENT), REVOLVING ADMINISTRATIVE AGENT, COLLATERAL AGENT OR
THE REVOLVING COLLATERAL AGENT TO SECURE THE REVOLVING OBLIGATIONS.
(E)
REFINANCING.
NOTWITHSTANDING THE FIRST PRIORITY LIENS GRANTED TO
THE COLLATERAL AGENT FOR THE BENEFIT OF THE TERM LENDERS, THE PARTIES HERETO
AGREE THAT, FOR PURPOSES OF THE SENIOR SECURED NOTES INDENTURE, THIS AGREEMENT
CONSTITUTES A REFINANCING AND REPLACEMENT OF THE SECOND PRIORITY CREDIT FACILITY
AND THE INDEBTEDNESS INCURRED PURSUANT TO THIS AGREEMENT SHALL CONTINUE TO
CONSTITUTE SECOND PRIORITY SENIOR SECURED INDEBTEDNESS AS SUCH TERM IS USED IN
THE SENIOR SECURED NOTES INDENTURE; THAT ADMINISTRATIVE AGENT AND COLLATERAL
AGENT HAVE BEEN APPOINTED TO SUCH ROLES AS SUCCESSORS TO THE BANK AGENT AND
SECOND PRIORITY COLLATERAL AGENT, RESPECTIVELY; THAT ADMINISTRATIVE AGENT, AS
BANK AGENT, SHALL CONTINUE TO BE THE SECOND PRIORITY REPRESENTATIVE; THAT THE
SECURITY AGREEMENT CONSTITUTES A REPLACEMENT OF THE EXISTING SECOND PRIORITY
SECURITY AGREEMENT AND THEREFORE IS THE NEW SECOND PRIORITY SECURITY AGREEMENT;
AND THAT THE SECURED PARTIES CONSTITUTE SECOND PRIORITY SENIOR SECURED PARTIES.
CAPITALIZED TERMS USED IN THIS SECTION 12.17(E) BUT NOT DEFINED IN THIS
AGREEMENT SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN THE SENIOR SECURED
NOTES INDENTURE.
12.18
CERTAIN GUARANTEE OBLIGATIONS.
The Borrower hereby guarantees all obligations of each of its Subsidiaries (for
so long as such Subsidiary remains a Subsidiary) under all Hedging Agreements
entered into by such Subsidiary with any Lender or any Affiliate of a Lender
(even if such Person subsequently ceases to be a Lender hereunder for any
reason), which obligations are pursuant to the terms of such Hedging Agreements
expressly secured by the security interests granted under the Security
Agreement.
The provisions of Sections 4 through 9 of the Restricted Subsidiary
Guarantee Agreement are hereby incorporated herein by reference mutatis mutandis
as if all references to "Guarantor" and "Guaranteed Obligations" were references
to Borrower and the obligations guaranteed by this Section 12.18, respectively.
12.19
EFFECTIVENESS.
This Agreement shall become effective on the date (the "Effective Date") on
which Borrower, Administrative Agent and each of the Lenders shall have signed a
counterpart of this Agreement (whether the same or different counterparts) and
shall have delivered the same to the Administrative Agent at the Notice Office
(or to Administrative Agent's counsel as directed by such counsel).
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective officers thereunto duly authorized, as of the date
first above written.
HUNTSMAN LLC
By:
/s/ Sean Douglas
Name:
Sean Douglas
Title:
Vice President
Address:
Huntsman LLC
500 Huntsman Way
Salt Lake City, Utah 84108
Attn: General Counsel
Tel. No.: (801)