Exhibit 10.5
EXECUTION COPY
VOTING
AGREEMENT
This VOTING AGREEMENT (this “
Agreement ”) dated as of June 22, 2009 is entered
into by and among HUNTSMAN INTERNATIONAL LLC, a Delaware limited
liability company (the “ Borrower ”), DEUTSCHE
BANK AG NEW YORK BRANCH (“ DB ”) and CREDIT
SUISSE, CAYMAN ISLANDS BRANCH (“ CS
”).
RECITALS
A.
The Borrower, the Lenders and Agents
named therein and DB, as administrative agent (the “
Administrative Agent ”), have heretofore entered into
that certain Credit Agreement dated as of August 16, 2005 (as
amended, restated and otherwise modified from time to time, the
“ Credit Agreement ”). Capitalized terms
used but not defined herein shall have the meanings given to them
in the Credit Agreement.
B.
In accordance with
Section 2.1(a)(ii) of the Credit Agreement and pursuant
to that certain Fourth Amendment to Credit Agreement dated of even
date herewith among the Borrower, the Administrative Agent, DB and
CS (the “ Fourth Amendment ”), subject to the
terms and conditions contained therein, DB and CS will make Term C
Dollar Loans to the Borrower on the Fourth Amendment Effective
Date.
C.
The aforementioned Term C Dollar
Loans are being made by DB and CS to the Borrower in connection
with that certain Settlement Agreement dated as of even date
herewith among the Borrower, DB and CS, which is being entered into
by the parties thereto to effectuate the settlement of certain
disputes among the parties; the Borrower is entering into the
Settlement Agreement and the Fourth Amendment in reliance upon the
terms of this Agreement.
NOW, THEREFORE, in consideration of
the recitals herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
Voting under Credit
Agreement .
In connection with any proposed
amendment, modification, supplement, waiver, discharge, termination
or other change in respect of the Credit Agreement or any other
Loan Document or any provision thereof, or in connection with any
matter under the Loan Documents as to which the vote or consent of
Lenders are requested or required (including, without limitation,
with respect to the exercise of any rights or remedies under any
Loan Document) (any of the foregoing, a “ Proposed Voting
Matter ”), each of DB, CS, and their respective
affiliates (collectively, the “ Restricted Voters
”), shall vote or consent in respect of such Proposed Voting
Matter with respect to any Term Loans (other than Excluded Term
Loans, as such term is defined herein) held by such Restricted
Voter (but such Restricted Voter shall not be required to so
vote or consent with respect to any other Loans held by such
Restricted Voter, or so vote or consent in any other capacity of
such Restricted Voter, including, without limitation, in its
capacity as Administrative Agent) on a proportionate basis in
accordance with the vote or consent of all of the Lenders (other
than the Restricted Voters) who
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