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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/13/20 Huntsman Corp 10-K 12/31/19 166:38M Toppan Merrill Bridge/FA Huntsman International LLC |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 5.66M
2: EX-4.14 Instrument Defining the Rights of Security Holders HTML 45K
3: EX-10.52 Material Contract HTML 113K
4: EX-21.1 Subsidiaries List HTML 98K
5: EX-23.1 Consent of Experts or Counsel HTML 43K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 48K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 49K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 46K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 46K
148: R1 Document and Entity Information HTML 117K
52: R2 Condensed Consolidated Balance Sheets HTML 218K
33: R3 Condensed Consolidated Balance Sheets HTML 124K
(Parenthetical)
95: R4 Condensed Consolidated Statements of Operations HTML 187K
150: R5 Condensed Consolidated Statements of Comprehensive HTML 77K
Income
54: R6 Condensed Consolidated Statements of Equity HTML 178K
35: R7 Condensed Consolidated Statements of Equity HTML 45K
(Parenthetical)
93: R8 Condensed Consolidated Statements of Cash Flows HTML 275K
153: R9 Condensed Consolidated Statements of Cash Flows HTML 53K
(Parenthetical)
151: R10 General HTML 55K
96: R11 Summary of Significant Accounting Policies HTML 112K
34: R12 Business Combinations and Acquisitions HTML 116K
53: R13 Discontinued Operations and Business Dispositions HTML 150K
149: R14 Inventories HTML 58K
94: R15 Property, Plant and Equipment HTML 74K
32: R16 Investment in Unconsolidated Affiliates HTML 91K
51: R17 Variable Interest Entities HTML 91K
152: R18 Leases HTML 78K
92: R19 Intangible Assets HTML 123K
31: R20 Other Noncurrent Assets HTML 55K
88: R21 Accrued Liabilities HTML 72K
143: R22 Restructuring, Impairment and Plant Closing Costs HTML 49K
126: R23 Other Noncurrent Liabilities HTML 69K
30: R24 Debt HTML 185K
87: R25 Derivative Instruments and Hedging Activities HTML 54K
142: R26 Fair Value HTML 128K
125: R27 Revenue Recognition HTML 191K
29: R28 Employee Benefit Plans HTML 1.00M
89: R29 Income Taxes HTML 389K
57: R30 Commitments and Contingencies HTML 57K
36: R31 Environmental, Health and Safety Matters HTML 51K
90: R32 Huntsman Corporation Stockholders Equity HTML 75K
146: R33 Stock-Based Compensation Plans HTML 153K
58: R34 Other Comprehensive (Loss) Income HTML 403K
37: R35 Related Party Transactions HTML 60K
91: R36 Operating Segment Information HTML 377K
147: R37 Selected Unaudited Quarterly Financial Data HTML 196K
56: R38 Schedule I - Condensed Financial Information of HTML 406K
Registrant
38: R39 Schedule II - Valuation and Qualifying Accounts HTML 119K
75: R40 Summary of Significant Accounting Policies HTML 186K
(Policies)
15: R41 Summary of Significant Accounting Policies HTML 83K
(Tables)
122: R42 Business Combinations and Acquisitions (Tables) HTML 118K
138: R43 Discontinued Operations and Business Dispositions HTML 151K
(Tables)
76: R44 Inventories (Tables) HTML 59K
16: R45 Property, Plant and Equipment (Tables) HTML 76K
124: R46 Investment in Unconsolidated Affiliates (Tables) HTML 93K
139: R47 Variable Interest Entities (Tables) HTML 90K
74: R48 Leases (Tables) HTML 83K
19: R49 Intangible Assets (Tables) HTML 128K
43: R50 Other Noncurrent Assets (Tables) HTML 54K
61: R51 Accrued Liabilities (Tables) HTML 73K
165: R52 Other Noncurrent Liabilities (Tables) HTML 71K
106: R53 Debt (Tables) HTML 179K
42: R54 Fair Value (Tables) HTML 127K
60: R55 Revenue Recognition (Tables) HTML 188K
164: R56 Employee Benefit Plans (Tables) HTML 1.02M
105: R57 Income Taxes (Tables) HTML 395K
39: R58 Commitments and Contingencies (Tables) HTML 54K
62: R59 Huntsman Corporation Stockholders' Equity (Tables) HTML 72K
131: R60 Stock-Based Compensation Plans (Tables) HTML 153K
117: R61 Other Comprehensive (Loss) Income (Tables) HTML 407K
22: R62 Related Party Transactions (Tables) HTML 59K
81: R63 Operating Segment Information (Tables) HTML 371K
130: R64 Selected Unaudited Quarterly Financial Data HTML 197K
(Tables)
116: R65 General - Description (Details) HTML 47K
21: R66 General - Acquisition and Sale (Details) HTML 68K
80: R67 Summary of Significant Accounting Policies - HTML 50K
Derivatives and Hedging Activities (Details)
133: R68 Summary of Significant Accounting Policies - HTML 51K
Foreign Currency Translation (Details)
111: R69 Summary of Significant Accounting Policies - HTML 64K
Income Taxes (Details)
98: R70 Summary of Significant Accounting Policies - HTML 58K
Finite-Lived Intangibles (Details)
159: R71 Summary of Significant Accounting Policies - HTML 48K
Goodwill (Details)
67: R72 Summary of Significant Accounting Policies - Net HTML 70K
Income Per Share (Details)
48: R73 Summary of Significant Accounting Policies - HTML 48K
Antidilutive Shares (Details)
99: R74 Summary of Significant Accounting Policies - HTML 60K
Property, Plant and Equipment (Details)
160: R75 Summary of Significant Accounting Policies - New HTML 51K
Accounting Pronouncements (Details)
68: R76 Business Combination and Acquisitions - Sasol HTML 76K
(Details)
49: R77 Business Combination and Acquisitions - Demilec HTML 119K
(Details)
104: R78 Discontinued Operations and Business Dispositions HTML 138K
- Chemical Intermediates (Details)
157: R79 Discontinued Operations and Business Dispositions HTML 99K
- Operations Data (Details)
97: R80 Discontinued Operations and Business Dispositions HTML 74K
- Venator (Details)
158: R81 Inventories (Details) HTML 59K
66: R82 Property, Plant and Equipment (Details) HTML 73K
47: R83 Investment in Unconsolidated Affiliates - HTML 67K
Ownership (Details)
100: R84 Investment in Unconsolidated Affiliates - HTML 82K
Summarized Financial Information of Unconsolidated
Affiliates (Details)
161: R85 Variable Interest Entities (Details) HTML 137K
69: R86 Leases - Narrative (Details) HTML 63K
50: R87 Leases - Components of Lease Expense and Cash HTML 63K
Flows (Details)
103: R88 Leases - Lease Term and Discount Rate (Details) HTML 47K
156: R89 Leases - Undiscounted Cash Flows (Details) HTML 88K
132: R90 Leases - Additional Operation Leases (Details) HTML 48K
118: R91 Intangible Assets (Details) HTML 92K
23: R92 Other Noncurrent Assets (Details) HTML 53K
82: R93 Accrued Liabilities (Details) HTML 63K
129: R94 Restructuring, Impairment and Plant Closing Costs HTML 87K
(Details)
115: R95 Other Noncurrent Liabilities (Details) HTML 62K
20: R96 Debt - Debt Outstanding (Details) HTML 82K
79: R97 Debt - Issuance Costs (Details) HTML 45K
134: R98 Debt - Credit Facilities (Details) HTML 91K
112: R99 Debt - Account Receivable Programs (Details) HTML 74K
141: R100 Debt - Notes (Details) HTML 96K
120: R101 Debt - Variable Interest Entity Debt (Details) HTML 58K
18: R102 Debt - Intercompany Notes and Other (Details) HTML 57K
73: R103 Debt - Maturities (Details) HTML 63K
140: R104 Derivative Instruments and Hedging Activities HTML 89K
(Details)
119: R105 Fair Value - Fair Values of Financial Instruments HTML 56K
(Details)
17: R106 Fair Value - Assets and Liabilities Measured at HTML 57K
Fair Value on A Recurring Basis (Details)
72: R107 Fair Value - Instruments Measured at Fair Value on HTML 53K
A Recurring Basis Using Significant Unobservable
Inputs (Level 3) and Instruments Measured at Fair
Value on A Non-Recurring Basis (Details)
137: R108 Revenue Recognition (Details) HTML 106K
121: R109 Employee Benefit Plans - Information (Details) HTML 61K
109: R110 Employee Benefit Plans - Change in Benefit HTML 141K
Obligation and Plan Assets (Details)
162: R111 Employee Benefit Plans - Amounts Recognized and HTML 129K
Amounts Expected to Be Recognized in Other
Comprehensive Income Loss and Components of Net
Periodic Benefit Cost (Details)
63: R112 Employee Benefit Plans - Amounts Recognized in Net HTML 136K
Periodic Benefit Cost and Other Comprehensive
Income (Loss) (Details)
40: R113 Employee Benefit Plans - Health Care Trend Rates, HTML 112K
Effects of One Percent Change in Health Care Cost
Rates and Expected Benefit Payments (Details)
110: R114 Employee Benefit Plans - Fair Value of Recurring HTML 98K
Plan Assets (Details)
163: R115 Employee Benefit Plans - Fair Value Using HTML 58K
Unobservable Inputs (Details)
64: R116 Employee Benefit Plans - Asset Allocation HTML 89K
(Details)
41: R117 Employee Benefit Plans - Defined Contribution HTML 75K
Plans (Details)
108: R118 Employee Benefit Plans - Stock Based Incentive HTML 52K
Plan (Details)
166: R119 Income Taxes - Components of Income Tax Expense HTML 65K
(Details)
77: R120 Income Taxes - Reconciliation Table (Details) HTML 108K
25: R121 Income Taxes - Reconciliation Narrative (Details) HTML 61K
113: R122 Income Taxes - U.S. Tax Reform Act (Details) HTML 64K
135: R123 Income Taxes - Components of Income (Loss) From HTML 56K
Continuing Operations (Details)
78: R124 Income Taxes - Deferred Tax Assets and Liabilities HTML 106K
(Details)
26: R125 Income Taxes - Tax Credits and Operating Loss HTML 96K
Carryforwards (Details)
114: R126 Income Taxes - Summary of Changes in Valuation HTML 73K
Allowance (Details)
136: R127 Income Taxes - Unrecognized Tax Benefits (Details) HTML 82K
83: R128 Commitments and Contingencies - Purchase HTML 71K
Commitments and Operating Leases (Details)
24: R129 Environmental, Health and Safety Matters (Details) HTML 61K
45: R130 Huntsman Corporation Stockholders Equity (Details) HTML 71K
71: R131 Stock-Based Compensation Plans - Compensation Cost HTML 145K
and Stock Options (Details)
155: R132 Stock-Based Compensation Plans - Nonvested Shares HTML 111K
(Details)
102: R133 Other Comprehensive (Loss) Income - Components and HTML 117K
Changes in Accumulated Other Comprehensive Loss -
Huntsman Corporation (Details)
44: R134 Other Comprehensive (Loss) Income - HTML 65K
Reclassification Details - Huntsman Corporation
(Details)
70: R135 Other Comprehensive (Loss) Income - Components and HTML 140K
Changes in Accumulated Other Comprehensive Loss -
Huntsman International (Details)
154: R136 Other Comprehensive (Loss) Income - HTML 74K
Reclassification Details - Huntsman International
(Details)
101: R137 Related Party Transactions (Details) HTML 50K
46: R138 Operating Segment Information - Financial HTML 185K
Information by Segment (Details)
65: R139 Operating Segment Information - Capital HTML 77K
Expenditures and Assets by Segment (Details)
28: R140 Operating Segment Information - Revenues and HTML 87K
Long-Lived Assets by Geographical Area (Details)
86: R141 Selected Unaudited Quarterly Financial Data HTML 131K
(Details)
145: R142 Schedule I - Condensed Financial Information of HTML 138K
Registrant (Parent Only) - Balance Sheets
(Details)
128: R143 Schedule I - Condensed Financial Information of HTML 73K
Registrant (Parent Only) - Statements of
Operations (Details)
27: R144 Schedule I - Condensed Financial Information of HTML 88K
Registrant (Parent Only) - Statements of
Comprehensive Income (Loss) (Details)
85: R145 Schedule I - Condensed Financial Information of HTML 205K
Registrant (Parent Only) - Statements of
Stockholders' Equity (Details)
144: R146 Schedule I - Condensed Financial Information of HTML 117K
Registrant (Parent Only) - Statements of Cash
Flows (Details)
127: R147 Schedule II - Valuation and Qualifying Accounts HTML 54K
(Details)
107: XML IDEA XML File -- Filing Summary XML 320K
84: XML XBRL Instance -- hun-20191231x10kd4ad18_htm XML 12.22M
59: EXCEL IDEA Workbook of Financial Reports XLSX 227K
11: EX-101.CAL XBRL Calculations -- hun-20191231_cal XML 578K
12: EX-101.DEF XBRL Definitions -- hun-20191231_def XML 2.23M
13: EX-101.LAB XBRL Labels -- hun-20191231_lab XML 3.34M
14: EX-101.PRE XBRL Presentations -- hun-20191231_pre XML 2.85M
10: EX-101.SCH XBRL Schema -- hun-20191231 XSD 421K
55: JSON XBRL Instance as JSON Data -- MetaLinks 801± 1.33M
123: ZIP XBRL Zipped Folder -- 0001558370-20-000780-xbrl Zip 1.03M
| hun_Ex10_52 |
Exhibit 10.52
EXECUTION VERSION
MASTER AMENDMENT NO. 8 TO THE U.S. RECEIVABLES LOAN AGREEMENT, U.S. SERVICING AGREEMENT, U.S. RECEIVABLES PURCHASE AGREEMENT AND TRANSACTION DOCUMENTS
This MASTER AMENDMENT NO. 8 TO THE U.S. RECEIVABLES LOAN AGREEMENT, U.S. RECEIVABLES PURCHASE AGREEMENT, U.S. SERVICING AGREEMENT AND TRANSACTION DOCUMENTS, dated as of December 3, 2019 (this “Amendment”), is made among Huntsman Receivables Finance II LLC (the “Company”), a Delaware limited liability company, Huntsman Propylene Oxide LLC, a Texas limited liability company (“Huntsman Propylene”), Huntsman International Fuels LLC, a Texas limited liability company (“Huntsman Fuels”), Huntsman Ethyleneamines LLC, a Texas limited liability company (“Huntsman Ethyl”), Huntsman Petrochemical LLC, a Delaware limited liability company (“Huntsman Petro”), Huntsman Advanced Materials Americas LLC, a Delaware limited liability company (“Huntsman Advanced” and, together with Huntsman Propylene, Huntsman Fuels, Huntsman Ethyl and Huntsman Petro, each a “U.S. Originator” and collectively the “U.S. Originators”), Huntsman International LLC, a limited liability company established under the laws of Delaware (“Huntsman International”), Vantico Group S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (Luxembourg) with its registered office at 51, Boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg (the “Master Servicer”), PNC Bank, National Association (“PNC”) in its capacities as Administrative Agent (the “Administrative Agent”), as Collateral Agent (the “Collateral Agent”), as a Funding Agent (the “PNC Funding Agent”) and as a Committed Lender (the “PNC Committed Lender”), The Toronto-Dominion Bank, as a Funding Agent (the “TD Funding Agent”) and as a Committed Lender (the “TD Committed Lender”), and Reliant Trust, as a Conduit Lender (the “TD Conduit Lender”) (each Conduit Lender and Committed Lender collectively, the “Lenders”).
WHEREAS, the U.S. Originators and Huntsman International, as purchaser, are parties to the U.S. Receivables Purchase Agreement dated as of October 16, 2009 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing U.S. Receivables Purchase Agreement”) relating to the sale of certain Receivables originated by the U.S. Originators;
WHEREAS, the Company, the Master Servicer, the PNC Funding Agent, the PNC Committed Lender, the TD Funding Agent, the TD Committed Lender, the TD Conduit Lender, the Administrative Agent and the Collateral Agent are parties to the U.S. Receivables Loan Agreement, dated as of October 16, 2009 (as amended, restated, supplemented or modified from time to time prior to the date hereof, the “Existing U.S. Receivables Loan Agreement”) pursuant to which the Company may from time to time request Loans from the Lenders to, among other things, acquire Receivables;
WHEREAS, the Company, the Master Servicer, the Servicer Guarantor, the Local Servicers, the Administrative Agent and the Collateral Agent are parties to the U.S. Servicing Agreement dated as of October 16, 2009 (as amended, restated, supplemented or modified from time to time prior to the date hereof, the “Existing U.S. Servicing Agreement”);
WHEREAS, the Master Servicer has notified the Administrative Agent, the Collateral Agent, the Company and each Funding Agent that (i) each of Huntsman Propylene and Huntsman Fuels (collectively, the “Exiting Originators”) desires to withdraw as an Originator under the U.S. Receivables Purchase Agreement and shall thereafter no longer sell its Receivables to Huntsman International pursuant to the U.S. Receivables Purchase Agreement and (ii) each Exiting Originator and the Company has requested consent to the repurchase by each Exiting Originator, on the Effective Date (as defined below), of the Receivables that were sold by such Exiting Originator prior to the Effective Date, in connection with its withdrawal as an Originator;
WHEREAS, the Master Servicer has notified the Administrative Agent, the Collateral Agent, the Company and each Funding Agent that (i) Huntsman Petro desires to cease selling Receivables originated with respect to the surfactants and chemical intermediates business as further described in the Equity and Asset Purchase Agreement entered into among Huntsman International LLC, Indorama Ventures Holdings L.P. and Indorama Ventures Public Company Limited on August 7, 2019 and to designate the Subject Line of Business as an Excluded Designated Line of Business and shall thereafter no longer sell Receivables originated with respect to the Subject Line of Business to Huntsman International pursuant to the U.S. Receivables Purchase Agreement, (ii) Huntsman Petro desires to temporarily designate certain Obligors that are obligated to make payments both on Receivables with respect to the Subject Line of Business and other Receivables originated by Huntsman Petro as Designated Excluded Obligors (the “Temporary Designated Excluded Obligors”), and (iii) Huntsman Petro and the Company have requested consent to the repurchase by Huntsman Petro, on the Effective Date, of (x) the Receivables that were originated with respect to the Subject Line of Business prior to the Effective Date and (y) without duplication, Receivables the Obligor of which are the Temporary Designated Excluded Obligors originated prior to the Effective Date, in each case in connection with the designation of the Subject Line of Business as an Excluded Designated Line of Business;
WHEREAS, the Company has requested that the Administrative Agent, the Collateral Agent, the Funding Agents and the Lenders agree to amend the Existing U.S. Receivables Loan Agreement, the Existing U.S. Servicing Agreement, the Existing U.S. Receivables Purchase Agreement and the other Transaction Documents on the terms and conditions set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Capitalized terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in Schedule 3 to the Existing U.S. Receivables Loan Agreement.
2. Withdrawal of each Exiting Originator as an “Originator” under the U.S. Receivables Purchase Agreement. As of the Effective Date, Purchaser has removed each of Huntsman Propylene and Huntsman Fuels as an “Originator” pursuant to Section 8.05 of the Existing U.S. Receivables Purchase Agreement subject to Section 5 of this Amendment. The parties agree that upon the effectiveness of this Amendment, all references to the “U.S. Receivables Purchase Agreement” in any Transaction Document shall be to such agreement as amended by this Amendment.
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3. Amendments to the U.S. Servicing Agreement. The parties to the Existing U.S. Servicing Agreement hereby agree that, as of the Effective Date, clause (d) of the preamble to the Existing U.S. Servicing Agreement shall be and hereby is amended by deleting each of “Huntsman Propylene Oxide LLC, a Texas limited liability company” and “Huntsman International Fuels LLC, a Texas limited liability company” from the definition of “U.S. Originators” and “Local Servicers”. The parties agree that upon the effectiveness of this Amendment, all references to the “Servicing Agreement” in any Transaction Document shall be to such agreement as amended by this Amendment.
4. Amendments to the U.S. Receivables Loan Agreement. The parties to the Existing U.S. Receivables Loan Agreement hereby agree that the Existing U.S. Receivables Loan Agreement shall be and hereby is amended as follows:
(a) Schedule 1 (Commitments) is hereby amended and restated in its entirety to read as set forth on Schedule 1 hereto.
(b) Schedule 3 (Definitions) to the Existing U.S. Receivables Loan Agreement is hereby amended as follows:
(i) The definition of “Aggregate Revenue Recognition Overconcentration Amount” is hereby amended and restated in its entirety to read as follows:
“Aggregate Revenue Recognition Overconcentration Amount” shall mean, on any date of determination, the amount by which the Principal Amount of Pool Receivables which are Eligible Receivables at such date, for which the related products and goods have been shipped to the related Obligor but not delivered to the related Obligor, exceeds 10.0% of the Principal Amount of all Pool Receivables which are Eligible Receivables.
(ii) The definition of “Approved Obligor Country Overconcentration Limit” is hereby amended and restated in its entirety to read as follows:
“Approved Obligor Country Overconcentration Limit” shall mean, with respect to (i) the United States, 100%, (ii) Canada, 10.0%, (iii) the Netherlands, 10.0% so long as it is an Approved Obligor Country, and otherwise 0.0%, and (iv) any other country, such percentage as may be agreed by the Company, the Administrative Agent and each Funding Agent in writing, in each case, such percentage representing with respect to each such country the maximum aggregate percentage of Receivables that may constitute the Pool Receivables where the related Obligors are residents in such country.
(iii) The definition of “Approved Originator” is hereby amended and restated in its entirety to read as follows:
“Approved Originator” shall mean Huntsman Ethyleneamines LLC, Huntsman International LLC, Huntsman Advanced Materials Americas LLC, and Huntsman Petrochemical LLC, unless and until any such entity is
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removed as an Approved Originator pursuant to Section 28 of the U.S. Receivables Loan Agreement; and any entity that may be approved as an Additional Originator pursuant to, and in accordance with, the provisions of Section 27 of the U.S. Receivables Loan Agreement.
(iv) The definition “Designated Excluded Obligor” is hereby amended and restated in its entirety to read as follows:
“Designated Excluded Obligor” means an Obligor that would otherwise be an Eligible Obligor hereunder that satisfies each of the following criteria: (i) is identified as a Designated Excluded Obligor on Schedule 14 to the U.S. Receivables Loan Agreement, as the same may be modified or supplemented from time to time with ten (10) days prior notice to the Administrative Agent, (ii) such designation was not undertaken by the Company for reasons relating to the credit quality of the related Obligor’s Receivables or in order to manipulate the pool characteristics of the Pool Receivables, (iii) as of the end of the Business Day immediately preceding the related Exclusion Date, the average daily aggregate Principal Amount of all Receivables owing by such Obligor for the twelve month period then ended does not exceed 5.0% of the aggregate Principal Amount of all Pool Receivables as of the end of such Business Day; provided, however that an Obligor may cease to be a Designated Excluded Obligor with the written consent of the Administrative Agent. For the avoidance of doubt, if on any Exclusion Date any such Eligible Obligor fails to satisfy any of the foregoing criteria, it shall not constitute a Designated Excluded Obligor.
(v) The definition “Excluded Line of Business” is hereby amended and restated in its entirety to read as follows:
“Excluded Designated Line of Business” shall mean the Textile Effects division of Huntsman International, the PU Terol line of business, the surfactants and chemical intermediates business as further described in the Equity and Asset Purchase Agreement entered into among Huntsman International LLC, Indorama Ventures Holdings L.P. and Indorama Ventures Public Company Limited on August 7, 2019, (“the Subject Line of Business”) and any Designated Line of Business that (i) is identified by notice given pursuant to Section 28(b)(iv) of the U.S. Receivables Loan Agreement as an “Excluded Designated Line of Business” and at such time of designation each of the other conditions set forth in Section 28(b) of the U.S. Receivables Loan Agreement are satisfied and (ii) has not ceased to be an Excluded Designated Line of Business pursuant to Section 28(e).
(vi) The definition “Potential Offset Amount” is hereby amended and restated in its entirety to read as follows:
“Potential Offset Amount” shall mean an amount determined by the Local Servicer and equal to the amount of any known potential offset,
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counterclaim, or defense with respect to an Eligible Receivable, and further aggregated by the Master Servicer for the purposes of calculating the Aggregate Receivable Amount, provided, however, that so long as Huntsman International maintains a long-term credit or corporate family (as applicable) rating by any two of S&P, Moody’s or Fitch of at least “BB”, “Ba2” or “BB”, respectively, the Master Servicer shall only be required to calculate the Potential Offset Amount with respect to the 20 largest vendors (measured by account payable balances) of Huntsman International and its Subsidiaries in the United States.
(vii) Schedule 3 is further amended by inserting the following defined terms in the appropriate alphabetical sequence to read as follows:
“Transaction Sale Date” means the date identified by the Company as the closing date for the sale of the Subject Line of Business by Huntsman Petrochemical LLC in a written notice delivered to the Administrative Agent and including a certification that (i) the Aggregate Principal Balance shall not exceed the Aggregate Commitment effective as of the Transaction Sale Date, (ii) all of the representations and warranties made by each of the Company, the Master Servicer and each Originator in each Transaction Document to which it is a party are true and correct in all material respects on and as of the Transaction Sale Date as if made on and as of such date (except to the extent such representations and warranties are expressly made as of another date), (iii) attached thereto is an updated Schedule 14 (Designated Excluded Obligor) effective as of the Transaction Sale Date, and (iv) attached thereto is a pro forma Monthly Settlement Report after giving effect to the purchase by the Company of any Receivables with respect to any previously Designated Excluded Obligors that are, as of the Transaction Sale Date, Eligible Obligors.
(c) Schedule 14 (Designated Excluded Obligor) is hereby amended and restated in its entirety to read as set forth on Schedule 14 hereto.
The parties hereto agree that upon the effectiveness of this Amendment, all references to the “U.S. Receivables Loan Agreement” in any Transaction Document shall be to such agreement as amended by this Amendment.
5. Representations and Certifications with respect to Withdrawal of Exiting Originators and designation of Excluded Line of Business. In connection with the withdrawal of the Exiting Originators as Originators and the cessation of sales of Receivables originated with respect to the Subject Line of Business, (i) pursuant to Section 28(a)(iii) and Section 28(b)(iii) of the Existing U.S. Receivables Loan Agreement, each of the Company and the Master Servicer represents and warrants that no Program Termination Event or Potential Termination Event has occurred and is continuing on the date hereof or would occur as a result of the removal and termination of the Exiting Originators and the cessation of the sales of Receivables with respect to the Subject Line of Business, (ii) pursuant to Section 28(a)(iv) and Section 28(b)(iv) of the Existing U.S. Receivables Loan Agreement, the
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Master Servicer certifies that after giving effect to the removal and termination of the Exiting Originators and the cessation of the sales of Receivables originated with respect to the Subject Line of Business, the Target Receivables Amount will be equal to or less than the Aggregate Receivables Amount, and (iii) pursuant to Section 28(b)(v) of the Existing U.S. Receivables Loan Agreement, the Master Servicer certifies that attached hereto as Exhibit A is an updated list of all Designated Lines of Business that are designated as Excluded Designated Lines of Business as of the Effective Date.
6. Continuing Obligation. Pursuant to Section 28(d) of the Existing U.S. Receivables Loan Agreement and Section 8.05 of the Existing U.S. Receivables Purchase Agreement, (i) each Exiting Originator hereby covenants and agrees that, to the extent not repurchased by such Exiting Obligor in connection with its removal as an Obligor, it shall have a continuing obligation in respect of the Receivables sold by such Exiting Originator pursuant to the Existing U.S. Receivables Purchase Agreement (including making Originator Dilution Adjustment Payments, Originator Adjustment Payments and any payments in respect of indemnification) and such continuing obligation shall be unaffected by its removal and termination as an Originator under the Existing U.S. Receivables Purchase Agreement and (ii) Huntsman Petro hereby covenants and agrees that to the extent not repurchased by Huntsman Petro in connection with the cessation of sales of receivables originated in the Subject Line of Business, it shall have a continuing obligation in respect of the Receivables with respect to the Subject Line of Business sold pursuant to the Existing U.S. Receivables Purchase Agreement (including making Originator Dilution Adjustment Payments, Originator Adjustment Payments and any payments in respect of indemnification) and such continuing obligation shall be unaffected by the designation of such Subject Line of Business as an Excluded Designated Line of Business under the Existing U.S. Receivables Purchase Agreement.
7. Consent to Withdrawal of Exiting Originators as Originators and Repurchase of Receivables with respect to the Subject Line of Business. Pursuant to Section 28(a)(ii) of the Existing U.S. Receivables Loan Agreement, the Administrative Agent and each Funding Agent hereby consents to (i) the withdrawal of each Exiting Originator as an Originator, (ii) the cessation of sales of Receivables originated with respect to the Subject Line of Business, (iii) the repurchase by each Exiting Originator of the Purchased Receivables originated by it, (iv) the repurchase by Huntsman Petro of the Receivables with respect to the Subject Line of Business, and (v) the repurchase by Huntsman Petro of the Receivables the Obligor of which is a Temporary Designated Excluded Obligor, in each case as of the Effective Date. This consent is limited to the matters expressly set forth above.
8. Conditions Precedent. This Amendment shall become effective on the date the Administrative Agent or its counsel is in receipt of the following (the “Effective Date”):
(i) this Amendment duly executed by each of the parties hereto;
(ii) executed copies of the Reconveyance and Repurchase Agreement with respect to the repurchase of certain Receivables by each Exiting Originator and Huntsman Petro, as applicable;
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(iii) executed copies of account novation agreements with respect to accounts ending in 6624 and 6683;
(iv) UCC-3 termination statements with respect to the Exiting Originators and UCC-3 partial release statement with respect to the Subject Line of Business; and
(v) a pro forma Monthly Settlement Report after giving effect to the removal and termination of the Exiting Originators and the cessation of the sales of Receivables originated with respect to the Subject Line of Business certified by a Responsible Officer of the Master Servicer.
9. Miscellaneous.
9.1 Each of the parties hereto hereby consents, acknowledges and agrees to the amendments set forth in Sections 2, 3, and 4 of this Amendment and the representations, agreements and covenants set forth in Sections 5, 6 and 7 hereof. Huntsman International, as Servicer Guarantor, hereby expressly affirms its obligations under the Transaction Documents.
9.2 Except as expressly amended by this Amendment, each of the U.S. Receivables Loan Agreement, the U.S. Receivables Purchase Agreement, the U.S. Servicing Agreement and each other Transaction Document is ratified and confirmed in all respects and the terms, provisions and conditions thereof are and shall remain in full force and effect. The parties hereto agree that this Amendment shall constitute a Transaction Document.
9.3 THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ANY CONFLICT OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
9.4 This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument. Delivery (by fax or email) of a facsimile signature on the signature page of this Agreement shall be effective as delivery of an original signature thereof.
9.5 The provisions of Sections 37.1, 37.2, 37.21 and 37.22 of the Existing U.S. Receivables Loan Agreement shall apply hereto, mutatis mutandis, as if set forth in full herein.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.
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HUNTSMAN RECEIVABLES FINANCE II LLC |
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By: |
/s/ Claire Mei |
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Name: |
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Title: |
Vice President and Treasurer |
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VANTICO GROUP S.À R.L. |
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By: |
/s/ Joseph J. Hambor |
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Name: |
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Title: |
Authorized Signatory |
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HUNTSMAN INTERNATIONAL LLC |
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By: |
/s/ Claire Mei |
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Name: |
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Title: |
Vice President and Treasurer |
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HUNTSMAN PROPYLENE OXIDE LLC, as Exiting Originator |
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By: |
/s/ Claire Mei |
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Name: |
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Title: |
Vice President and Treasurer |
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HUNTSMAN INTERNATIONAL FUELS LLC, as Exiting Originator |
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By: |
/s/ Claire Mei |
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Name: |
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Title: |
Vice President and Treasurer |
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HUNTSMAN ETHYLENEAMINES LLC |
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By: |
/s/ Claire Mei |
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Name: |
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Title: |
Vice President and Treasurer |
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[Master Amendment No. 8 Signature Page]
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HUNTSMAN PETROCHEMICAL LLC |
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By: |
/s/ Claire Mei |
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Name: |
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Title: |
Vice President and Treasurer |
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HUNTSMAN ADVANCED MATERIALS AMERICAS LLC |
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By: |
/s/ Claire Mei |
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Name: |
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Title: |
Vice President and Treasurer |
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[Master Amendment No. 8 Signature Page]
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PNC BANK, NATIONAL ASSOCIATION, |
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not in its individual capacity but solely as Collateral Agent |
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By: |
/s/ Michael Brown |
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Name: |
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Title: |
Senior Vice President |
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PNC BANK, NATIONAL ASSOCIATION, |
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as the Administrative Agent |
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By: |
/s/ Michael Brown |
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Name: |
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Title: |
Senior Vice President |
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PNC BANK, NATIONAL ASSOCIATION, |
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as a Funding Agent, as a Committed Lender, and as an Issuing Bank |
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By: |
/s/ Michael Brown |
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Name: |
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Title: |
Senior Vice President |
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[Master Amendment No. 8 Signature Page]
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RELIANT TRUST, |
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as a Conduit Lender |
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By: Computershare Trust Company of Canada, in its |
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capacity as trustee of Reliant Trust, by its U.S. Financial |
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Services Agent, The Toronto-Dominion Bank |
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By: |
/s/ Luna Mills |
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Name: |
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Title: |
Managing Director |
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THE TORONTO DOMINION BANK, |
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as a Funding Agent and as a Committed Lender |
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By: |
/s/ Luna Mills |
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Name: |
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Title: |
Managing Director |
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[Master Amendment No. 8 Signature Page]
SCHEDULE 1
COMMITMENTS
Commitments and Lender Groups
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Funding Agent |
Conduit Lender, if any |
Committed Lender |
Lender Group Commitment |
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PNC Bank, National Association |
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PNC Bank, National Association |
Prior to the Transaction Sale Date, $165,000,000, and on and after the Transaction Sale Date, $100,000,000 |
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The Toronto-Dominion Bank |
Reliant Trust |
The Toronto-Dominion Bank |
Prior to the Transaction Sale Date, $85,000,000, and on and after the Transaction Sale Date, $50,000,000 |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/13/20 | 4, 8-K | ||
| For Period end: | 12/31/19 | |||
| 12/3/19 | ||||
| 8/7/19 | 8-K | |||
| 10/16/09 | 4, 8-K, SC 13D/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/24 Huntsman Corp. 10-K 12/31/23 170:35M RDG Filings/FA 2/21/23 Huntsman Corp. 10-K 12/31/22 168:31M RDG Filings/FA 2/15/22 Huntsman Corp. 10-K 12/31/21 169:32M RDG Filings/FA 5/26/21 Huntsman International LLC 424B2 1:678K Toppan Merrill/FA 5/24/21 Huntsman International LLC 424B5 1:656K Toppan Merrill/FA 2/12/21 Huntsman Corp. 10-K 12/31/20 177:34M RDG Filings/FA |