REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2004 • Huntsman Advanced Materials (UK) LTD • New York
This Agreement is entered into in connection with the Purchase Agreement by and among the Issuers and the Initial Purchasers, dated as of June 23, 2003 (the "Purchase Agreement"), which provides for, among other things, the sale by the Company to the Initial Purchasers of $250,000,000 aggregate principal amount of its 11% Senior Secured Notes due 2010 (the "Fixed Rate Notes") and $100,000,000 aggregate principal amount of its Senior Secured Floating Rate Notes due 2008 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, the "Notes"), guaranteed on a senior basis by the Guarantors (the "Guarantees"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchasers' obligation to purchase the Not
11% Senior Secured Notes due 2010 and Senior Secured Floating Rate Notes due 2008Huntsman Advanced Materials (UK) LTD • May 10th, 2004 • New York
INDENTURE, dated as of June 30, 2003, among HUNTSMAN ADVANCED MATERIALS LLC, a Delaware limited liability company (the "Company"), each of the Guarantors named herein, as guarantors, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee").
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENTIntercreditor and Collateral Agency Agreement • May 10th, 2004 • Huntsman Advanced Materials (UK) LTD • New York
This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (as amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, herein called this "Agreement") is dated as of June 30, 2003 among (i) DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent (in such capacity, together with its successors and assigns, the "Bank Agent") for the lenders ("Lenders") from time to time party to the Credit Agreement (as defined below), (ii) WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as trustee (in such capacity, together with its successors and assigns, the "Second Priority Notes Trustee") for the holders of Second Priority Notes (as defined below) issued under the Second Priority Notes Indenture (as defined below), (iii) HUNTSMAN ADVANCED MATERIALS LLC ("HAM"), (iv) each of the subsidiaries of HAM listed on Schedule 1 hereto, and (v) the other persons who may become parties to this Agreement from time to time pursuant to and in accordance with Section
PARTNERSHIP AGREEMENT of Huntsman Advanced Materials (Deutschland) GmbH & Co. KGHuntsman Advanced Materials (UK) LTD • May 10th, 2004
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT FOR HUNTSMAN ADVANCED MATERIALS LLC A DELAWARE LIMITED LIABILITY COMPANYAdoption Agreement • May 10th, 2004 • Huntsman Advanced Materials (UK) LTD • Delaware
This certifies that, for value received, or registered assigns ("Holder") is entitled, subject to the terms set forth below, to receive from [CORPORATION], a [ ] corporation (the "Issuer"), upon surrender hereof in accordance with Section 2(b) at any time after the Conversion Date (as defined below), a number of shares of the common stock, par value $ per share, of the Issuer (as constituted on the Conversion Date, the "Common Stock"), as shall be determined pursuant to Section 2(a). The number and character of such shares of Common Stock are not subject to adjustment. The term "Warrant" as used herein shall include this Warrant, which is one of a series of warrants issued for the Common Stock of the Issuer, and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in Section 10.4(c) of that certain Second Amended and Restated Limited Liability Company Agreement of Huntsman Advanced Materials
60,000,000 CREDIT AGREEMENT among HUNTSMAN ADVANCED MATERIALS LLC, CERTAIN SUBSIDIARIES FROM TIME TO TIME PARTY THERETO and VARIOUS LENDING INSTITUTIONS with DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent Dated as of June 30, 2003Credit Agreement • May 10th, 2004 • Huntsman Advanced Materials (UK) LTD • New York
THIS CREDIT AGREEMENT is dated as of June 30, 2003 and is made by and among Huntsman Advanced Materials LLC, a Delaware limited liability company (the "Company"), each of the Subsidiaries of the Company from time to time party hereto (collectively, the "Subsidiary Borrowers", and together with the Company, the "Borrowers"), the undersigned financial institutions, including Deutsche Bank AG, New York Branch, in its capacity as a lender hereunder (collectively, the "Lenders," and each individually, a "Lender"), Deutsche Bank AG, New York Branch, as administrative agent ("Administrative Agent") for the Lenders.
