LLC, Huntsman Advanced Materials Americas LLC, Huntsman Petrochemical LLC and
Huntsman International Fuels LLC, (each a "U.S. Originator" and together the
"U.S. Originators") entered into the U.S. Receivables Purchase Agreement dated
as of the Closing Date (as amended, restated, supplemented or otherwise modified
from time to time, the "U.S. Receivables Purchase Agreement") relating to the
sale of certain Receivables originated by the U.S. Originators.
B.
The Company and Huntsman International
LLC, as contributor, entered into the Contribution Agreement dated the Closing
Date (as amended, restated, supplemented or otherwise modified from time to
time, the "Contribution Agreement" and together with the U.S. Receivables
Purchase Agreement, the "Origination Agreements") pursuant to which Huntsman
International LLC (the "Contributor") agreed to contribute, from time to time
certain Receivables it has purchased or may purchase from the U.S. Originators
as well as the Receivables originated by it.
C.
The Company, the Master Servicer, the
Local Servicers party thereto, the Administrative Agent and the Collateral Agent
entered into the Servicing Agreement dated as of the Closing Date (as amended,
restated, supplemented or otherwise modified from time to time, the "Servicing
Agreement") pursuant to which, among other things, the Master Servicer appointed
each of the U.S. Originators as a local servicer (in such capacity, a "Local
Servicer") for certain Receivables contributed to the Company.
1
D.
To fund its acquisitions of Receivables,
the Company may from time to time request Loans from the Lenders on the terms
and conditions of this Agreement.
IT IS AGREED:
PART 1 INTERPRETATION
1.
DEFINITIONS AND INTERPRETATION
1.1
DEFINITIONS
(A)
CAPITALIZED TERMS USED HEREIN SHALL UNLESS
OTHERWISE DEFINED OR REFERENCED HEREIN, HAVE THE MEANINGS ASSIGNED TO SUCH TERMS
IN SCHEDULE 3.
(B)
ALL TERMS DEFINED OR INCORPORATED BY
REFERENCE IN THIS AGREEMENT SHALL HAVE SUCH DEFINED MEANINGS WHEN USED IN ANY
CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO UNLESS OTHERWISE
DEFINED THEREIN.
1.2
INTERPRETATION
(A)
THE DEFINITIONS CONTAINED HEREIN OR
INCORPORATED BY REFERENCE HEREIN ARE APPLICABLE TO THE SINGULAR AS WELL AS THE
PLURAL FORMS OF SUCH TERMS AND TO THE MASCULINE AS WELL AS TO THE FEMININE AND
NEUTER GENDERS OF SUCH TERMS.
(B)
IN THIS AGREEMENT, UNLESS INDICATED
OTHERWISE, REFERENCES (IN ANY MANNER, INCLUDING GENERALLY, SPECIFICALLY, BY
NAME, BY CAPACITY, BY ROLE OR OTHERWISE) TO A PERSON INCLUDE ANY INDIVIDUAL,
FIRM, PARTNERSHIP, BODY CORPORATE, UNINCORPORATED ASSOCIATION, GOVERNMENT, STATE
OR AGENCY OF A STATE, LOCAL OR MUNICIPAL AUTHORITY OR GOVERNMENT BODY, TRUST,
FOUNDATION, JOINT VENTURE OR ASSOCIATION (IN EACH CASE WHETHER OR NOT HAVING
SEPARATE LEGAL PERSONALITY).
1.3
COMPONENTS OF DOCUMENTS
(A)
ANY REFERENCE HEREIN TO A SCHEDULE,
EXHIBIT OR APPENDIX TO THIS AGREEMENT SHALL BE DEEMED TO BE A REFERENCE TO SUCH
SCHEDULE, EXHIBIT OR APPENDIX AS IT MAY BE AMENDED, MODIFIED OR FROM TIME TO
TIME TO THE EXTENT THAT SUCH SCHEDULE, EXHIBIT OR APPENDIX MAY BE AMENDED,
MODIFIED OR SUPPLEMENTED (OR ANY TERM OR PROVISION OF ANY TRANSACTION DOCUMENT
MAY BE AMENDED THAT WOULD HAVE THE EFFECT OF AMENDING, MODIFYING OR
SUPPLEMENTING INFORMATION CONTAINED IN