deemed to incorporate herein by reference any document, instrument or agreement

 

                                                               Draft of 11/17/94

                                November __, 1994

                    THE BANK OF NOVA SCOTIA
                 IRREVOCABLE LETTER OF CREDIT NO. ______________

United States Trust Company of New York
114 W. 47th Street
New York, New York 10036

Dear Sirs:

     At the request and on the instructions of our customer, Rexene Corporation
(the "Company"), we hereby establish, in accordance with the terms and
conditions stated herein, this Irrevocable Letter of Credit in favor of United
States Trust Company of New York, as Trustee under that certain Indenture dated
as of September 18, 1992, between such Trustee and Rexene Corporation  (the
"Trustee").

     The maximum  credit available under this Letter of Credit shall be One
Hundred and One Million ____________________________ and 00/100 Dollars
($101,000,000.00).

     Funds under this Letter of Credit shall be made available to the Trustee
against the Trustee's sight draft in the form Annex A drawn on us stating on its
face:  "Drawn under The Bank of Nova Scotia Irrevocable Letter of Credit No.
______________, dated November __, 1994" and a certificate in the form of Annex
B hereto.  Such sight draft and certificate shall be presented to us in person
or by certified mail or express delivery service at [insert address].

     If a drawing is made hereunder at or prior to 12:00 Noon, New York time, on
a Business Day (hereinafter defined), and provided that such drawing and the
documents presented in connection therewith conform to the terms and conditions
hereof, payment shall be made to the Trustee or to its designee, of the amount
specified, in immediately available funds, not later than 12:00 Noon, New York
time, on the next succeeding Business Day or not later than 12:00 Noon, New York
time, on such later Business Day as the Trustee may specify.  If a drawing,
which satisfies the requirements set forth above in this paragraph, is made
hereunder after 12:00 Noon, New York time, payment shall be made as provided
above in this paragraph on the second succeeding Business Day or not later than
12:00 Noon, New York time, on such later Business Day as the Trustee may
specify.  As used herein,

                                      - 1 -

the term "Business Day" shall mean, in each case, any day other than a Saturday,
Sunday or a day on which banking institutions in the State of New York are
authorized or required by law to close. Payment under this Letter of Credit to
the Trustee shall be transferred by fed wire transfer to ABA # 021001318, a/c of
Rexene Corp a/c # 048122 Attn: James Logan.

     This Letter of Credit shall automatically expire
on____________________________.

           THIS LETTER OF CREDIT, UNLESS OTHERWISE EXPRESSLY STATED, IS GOVERNED
BY THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, 1993 REVISION,
INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION 500 (THE "UNIFORM CUSTOMS"),
INCLUDING THE PROVISION THEREOF ALLOWING THE PARTIES TO EXPRESSLY AGREE TO TERMS
AND PROVISIONS OTHER THAN AS PROVIDED IN THE UNIFORM CUSTOMS AND, TO THE EXTENT
NOT INCONSISTENT WITH THE UNIFORM CUSTOMS, THIS LETTER OF CREDIT SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL, AS TO
MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF SAID STATE, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.

     This Letter of Credit sets forth in full our undertaking, and such
undertaking shall not in any way be modified, amended, amplified or limited by
reference to any document, instrument or agreement referred to herein, except
only the certificate(s) referred to herein; and any such reference shall not be
deemed to incorporate herein by reference any document, instrument or agreement
except for such certificate.

     We hereby agree with you to honor your demands for payment presented in
strict compliance with the terms and conditions of this Letter of Credit.

                                        Very truly yours,

                                        THE BANK OF NOVA SCOTIA

                                        By:___________________________________
                                           Name:
                                           Title:

                                      - 2 -

                                                                         ANNEX B

                             CERTIFICATE FOR DRAWING

                                                                          [Date]

The Bank of Nova Scotia
_______________________
_______________________

     Re:  Irrevocable Letter of Credit No. ___________

     The undersigned, a duly authorized officer of United States Trust Company
of New York, as Trustee under that certain Indenture dated as of September 18,
1992 (the "Indenture"), between such Trustee and Rexene Corporation (the
"Trustee"), hereby certifies to The Bank of Nova Scotia (the "Bank") that:

     (1)  The Trustee is making a drawing under the Letter of Credit in the
amount of $____________________ Dollars ($______________) (the "Drawing
Amount").

     (2)  The Drawing Amount is sufficient to pay the principal of and interest
accrued and unpaid on the Increasing Rate Second Priority Notes Due 2002 issued
pursuant to the Indenture.  The Trustee has not received funds to make such
payment and will use the Drawing Amount to do so.

     (3)   The Trustee has executed a notice in the form of Exhibit I hereto and
concurrently with the Trustee's receipt of the Drawing Amount, the Trustee will
deliver such executed notice to Chemical Bank, as Collateral Agent under that
certain Intercreditor and Collateral Trust Agreement dated as of September 18,
1992, among the Company, Chemical Bank, as First Priority Note Trustee, United
States Trust Company of New York, as Second Priority Note Trustee, and Chemical
Bank, as Collateral Agent.

     IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate
as of the _____ day of ___________________, _____.

                                        UNITED STATES TRUST COMPANY OF NEW YORK

                                        By_____________________________________
                                           Name:
                                           Title: 

Basic Info X:

Name: deemed to incorporate herein by reference any document, instrument or agreement
Type: Document, Instrument or Agreement
Date: Nov. 18, 1994
Company: HUNTSMAN POLYMERS CORP
State: Delaware

Other info:

Date:

  • 111794 November
  • second succeeding Business Day
  • Saturday , Sunday
  • September 18 , 1992

Organization:

  • The Bank of Nova Scotia Irrevocable Letter of Credit No
  • United States Trust Company of New York
  • Collateral Trust Agreement
  • First Priority Note Trustee
  • Second Priority Note Trustee

Location:

  • United States
  • NEW YORK

Money:

  • $ 101,000,000.00

Person:

  • James Logan