Interest Holders Agreement (2004)Full Document 

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INTEREST HOLDERS AGREEMENTAMONGHUNTSMAN HOLDINGS, LLC,HMP EQUITY HOLDINGS CORPORATION,HUNTSMAN COMPANY LLC,HUNTSMAN FAMILY HOLDINGS II COMPANY LLCANDMATLIN PATTERSON GLOBAL OPPORTUNITIES PARTNERS L.P.

 

 

Dated as of September 30, 2002

 



 

INTEREST HOLDERS AGREEMENT

 

This Interest Holders Agreement (this “Agreement”) is entered into as of the 30th day of September, 2002, by and among Huntsman Holdings, LLC, a Delaware limited liability Company (“HH”), HMP Equity Holdings Corporation, a Delaware corporation (“HMP”) Huntsman Company LLC, a Utah limited liability company (“H Corp”), Huntsman Family Holdings II Company LLC, a Utah limited liability company (“Family Holdings”), and MatlinPatterson Global Opportunities Partners L.P., a Delaware limited partnership (“GOF”).

 

WHEREAS, contemporaneously with the execution and delivery hereof, Family Holdings, GOF, Huntsman Holdings Preferred Member LLC, a Delaware limited liability company and Consolidated Press Holdings Limited (AGN 008 394 509), an Australian corporation registered in the Australian Capital Territory (“CPH”), are entering into the Limited Liability Company Agreement for HH, as such agreement may be amended by the parties thereto from time to time (the “LLC Agreement”); and

 

WHEREAS, in order to effectuate certain of the governance provisions contemplated by the LLC Agreement with respect to the Key Subsidiaries (as defined herein), the parties are entering into this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

 

ARTICLE I
DEFINITIONS

 

When used in this Agreement, the following terms shall have the meanings set forth below (all terms used in this Agreement that are not defined in this Article I shall have the meanings set forth elsewhere in this Agreement or, if not otherwise defined elsewhere in this Agreement, the meanings set forth in the LLC Agreement):

 

1.1           Adviser Director shall have the meaning set forth in the LLC Agreement.

 

1.2           Agreement shall mean this Interest Holders Agreement, as originally executed and as amended from time to time.

 

1.3           Board of Managers shall have the meaning set forth in the LLC Agreement.

 

1.4           CPH shall have the meaning set forth in the introduction hereto.

 

1.5           Family Holdings shall have the meaning set forth in the introduction hereto

 

1.6           GOF shall have the meaning set forth in the introduction hereto.

 

1.7           GOF Designee shall have the meaning set forth in the LLC Agreement.

 

1.8           GOF Representative shall have the meaning set forth in the LLC Agreement.

 



 

1.9           HH shall have the meaning set forth in the introduction hereto.

 

1.10         H Corp shall have the meaning set forth in the introduction hereto.

 

1.11         HMP shall have the meaning set forth in the introduction hereto.

 

1.12         HIH shall mean Huntsman International Holdings, LIE, a Delaware limited liability company.

 

1.13         Key Subsidiary shall mean HIH and any additional Subsidiary of HMP which is designated as a Key Subsidiary pursuant to Section 2.2(b).

 

1.14         Member shall have the meaning set forth in the LLC Agreement.

 

1.15         Person shall mean an individual, partnership, limited partnership, limited liability company, corporation, trust, estate, association or any other entity.

 

1.16         Sale Transaction shall mean a Year 1-4 Sale Transaction, a Year 5 Sale Transaction or a Year 6 and After Sale Transaction, as the context shall require.

 

1.17         Special Action(s) shall mean those actions set forth on Exhibit G and Exhibit H to the LLC Agreement.

 

1.18         Subsidiary shall mean, with respect to any Person, any corporation, partnership, limited liability company, joint venture or other legal entity in which such Person (either directly or through or together with other Subsidiaries) owns more than 50% of the voting securities of such corporation, partnership, limited liability company, joint venture or other legal entity.

 

1.19         Year 1-4 Consenting Members shall have the meaning set forth in the LLC Agreement.

 

1.20         Year 1-4 Sale Transaction shall have the meaning set forth in the LLC Agreement.

 

1.21         Year 5 Initiating Members shall have the meaning set forth in the LLC Agreement.

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