Credit Agreement, the Loan
Documents or the Ancillary Documents.
SECTION 5
COSTS AND EXPENSES.
BORROWER AGREES TO PAY ALL REASONABLE
COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE
NEGOTIATION, PREPARATION, PRINTING, TYPING, REPRODUCTION, EXECUTION AND DELIVERY
OF THIS AMENDMENT AND ALL OTHER DOCUMENTS FURNISHED PURSUANT HERETO OR IN
CONNECTION HEREWITH, INCLUDING WITHOUT LIMITATION, THE REASONABLE FEES AND
OUT-OF-POCKET EXPENSES OF WINSTON & STRAWN LLP, SPECIAL COUNSEL TO
ADMINISTRATIVE
16
AGENT AND ANY LOCAL COUNSEL RETAINED BY ADMINISTRATIVE AGENT RELATIVE THERETO OR
THE REASONABLE ALLOCATED COSTS OF STAFF COUNSEL AS WELL AS THE FEES AND
OUT-OF-POCKET EXPENSES OF COUNSEL, INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER
OUTSIDE EXPERTS RETAINED BY ADMINISTRATIVE AGENT IN CONNECTION WITH THE
ADMINISTRATION OF THIS AMENDMENT.
SECTION 6
MISCELLANEOUS.
6.1.
EXECUTION IN COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ONE
OR MORE COUNTERPARTS, EACH OF WHICH, WHEN EXECUTED AND DELIVERED, SHALL BE
DEEMED TO BE AN ORIGINAL AND ALL OF WHICH COUNTERPARTS, TAKEN TOGETHER, SHALL
CONSTITUTE BUT ONE AND THE SAME DOCUMENT WITH THE SAME FORCE AND EFFECT AS IF
THE SIGNATURES OF ALL OF THE PARTIES WERE ON A SINGLE COUNTERPART, AND IT SHALL
NOT BE NECESSARY IN MAKING PROOF OF THIS AMENDMENT TO PRODUCE MORE THAN ONE
(1) SUCH COUNTERPART.
DELIVERY OF AN EXECUTED SIGNATURE PAGE TO THIS AMENDMENT
BY TELECOPY SHALL BE DEEMED TO CONSTITUTE DELIVERY OF AN ORIGINALLY EXECUTED
SIGNATURE PAGE HERETO.
6.2.
GOVERNING LAW.
THIS AMENDMENT 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.
6.3.
HEADINGS.
HEADINGS USED IN THIS AMENDMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS AMENDMENT.
6.4.
INTEGRATION.
THIS AMENDMENT, THE OTHER AGREEMENTS AND DOCUMENTS
EXECUTED AND DELIVERED PURSUANT TO THIS AMENDMENT AND THE CREDIT AGREEMENT
CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF.
6.5.
BINDING EFFECT.
THIS AMENDMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF AND BE ENFORCEABLE BY THE BORROWER, THE ADMINISTRATIVE AGENT AND
THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
EXCEPT AS EXPRESSLY
SET FORTH TO THE CONTRARY HEREIN, THIS AGREEMENT SHALL NOT BE CONSTRUED SO AS TO
CONFER ANY RIGHT OR BENEFIT UPON ANY PERSON OTHER THAN THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
[signature page follows]
17
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their duly authorized officers as of the day and year
first above written.
HUNTSMAN INTERNATIONAL LLC
By:
/s/ Sean Douglas
Name:
Sean Douglas
Title:
Vice President and Treasurer
DEUTSCHE BANK AG NEW YORK BRANCH
By:
/s/ Omayra Laucella
Name:
Omayra Laucella
Title:
Vice President
By:
/s/ Susan LeFevre
Name:
Susan LeFevre
Title:
Director
Signature Page to Huntsman International LLC
First Amendment to Credit Agreement and Consent