CONDUIT LENDERS,
THE SEVERAL FINANCIAL INSTITUTIONS PARTY HERETO AS
COMMITTED LENDERS,
PNC BANK, NATIONAL ASSOCIATION
as Administrative Agent
PNC BANK, NATIONAL ASSOCIATION,
as Collateral Agent
AND
PNC CAPITAL MARKETS LLC,
as Structuring Agent
U.S. RECEIVABLES LOAN AGREEMENT
CONTENTS
Section
Page
1.
DEFINITIONS AND INTERPRETATION
2
2.
THE FACILITY
5
3.
BORROWING PROCEDURES
11
4.
REPAYMENT; CHANGES TO COMMITMENTS; PREPAYMENT
13
5.
USE OF PROCEEDS
15
6.
CONDITIONS OF BORROWINGS
16
7.
INTEREST
22
8.
CHANGES TO THE CALCULATION OF INTEREST
24
9.
ILLEGALITY
25
10.
RESERVED
25
11.
TAXES
25
12.
CHANGE IN CIRCUMSTANCES
30
13.
FEES
32
14.
INDEMNIFICATION BY HUNTSMAN INTERNATIONAL AND THE COMPANY
33
15.
SECURITY INTEREST
35
16.
SERVICES OF MASTER SERVICER
37
17.
APPLICATION OF FUNDS PRIOR TO FACILITY TERMINATION DATE
37
18.
APPLICATION OF FUNDS AFTER FACILITY TERMINATION DATE
41
19.
MASTER SERVICING FEES
43
20.
REPORTS AND NOTICES
43
21.
TERMINATION EVENTS
44
22.
COLLATERAL AGENT'S RIGHTS AFTER A CASH DOMINION TRIGGER EVENT OR THE FACILITY
TERMINATION DATE
48
23.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
50
i
24.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING TO THE RECEIVABLES
56
25.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY, THE MASTER SERVICER AND THE
CONTRIBUTOR
57
26.
COVENANTS
58
27.
ADDITION OF APPROVED ORIGINATOR; APPROVED ACQUIRED LINE OF BUSINESS RECEIVABLES
71
28.
REMOVAL AND WITHDRAWAL OF ORIGINATORS AND APPROVED ORIGINATORS
75
29.
ADJUSTMENT PAYMENT FOR INELIGIBLE RECEIVABLES
78
30.
[RESERVED]
79
31.
OBLIGATIONS UNAFFECTED
79
32.
[RESERVED]
79
33.
ROLE OF THE COLLATERAL AGENT
79
34.
ROLE OF EACH FUNDING AGENT
85
35.
ROLE OF THE ADMINISTRATIVE AGENT
89
36.
PAYMENTS AND COMPUTATIONS, ETC.
93
37.
MISCELLANEOUS
94
SCHEDULE 1
COMMITMENTS
114
SCHEDULE 2
FORM OF BORROWING REQUEST
115
SCHEDULE 3
DEFINITIONS
117
SCHEDULE 4
FORM OF ADMINISTRATIVE QUESTIONNAIRE
157
SCHEDULE 5
FORM OF TRANSFER SUPPLEMENT
159
SCHEDULE 6
COLLECTION ACCOUNTS
164
SCHEDULE 7
LOCATION OF RECORDS OF THE COMPANY
165
SCHEDULE 8
RECEIVABLES SPECIFICATION AND EXCEPTION SCHEDULE
166
SCHEDULE 9
RESERVED
167
SCHEDULE 10
RESERVED
168
SCHEDULE 11
RESERVED
169
ii
SCHEDULE 12
FORM OF MONTHLY SETTLEMENT REPORT
170
SCHEDULE 13
FORM OF LETTER OF CREDIT REQUEST AGREEMENT
173
SCHEDULE 14
DESIGNATED EXCLUDED OBLIGOR
177
SCHEDULE 15
FORM OF WEEKLY REPORT
178
SCHEDULE 16
LIST OF UNRESTRICTED SUBSIDIARIES
179
iii
THIS U.S. RECEIVABLES LOAN AGREEMENT (this "Agreement"), is entered into as of
October 16, 2009
BETWEEN:
(1)
HUNTSMAN RECEIVABLES FINANCE II LLC, a
Delaware limited liability company, as the Company;
(2)
VANTICO GROUP S.À R.L. as the Master
Servicer;
(3)
THE SEVERAL ENTITIES PARTY HERETO as
Lenders;
(4)
THE SEVERAL FINANCIAL INSTITUTIONS PARTY
HERETO as Funding Agents;
(5)
THE SEVERAL COMMERCIAL PAPER CONDUITS PARTY
HERETO as Conduit Lenders
(6)
THE SEVERAL FINANCIAL INSTITUTIONS PARTY
HERETO as Committed Lenders;
(7)
PNC BANK, NATIONAL ASSOCIATION, as
Administrative Agent;
(8)
PNC BANK, NATIONAL ASSOCIATION, as the
Collateral Agent; and
(9)
PNC CAPITAL MARKETS LLC, as Structuring
Agent.
WHEREAS:
A.
Huntsman International LLC, as buyer,
Huntsman Propylene Oxide LLC, Huntsman Ethyleneamines LLC,