SHALL BE SUBORDINATED TO THE OBLIGATIONS IN THE SAME FASHION AS SUCH
PUBLIC NOTES ARE SUBORDINATED TO THE OBLIGATIONS;
(G)
INDEBTEDNESS OF THE BORROWER AND ITS
SUBSIDIARIES CONSISTING OF TAKE-OR-PAY OBLIGATIONS CONTAINED IN SUPPLY
AGREEMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(H)
INDEBTEDNESS OF THE BORROWER TO A HUNTSMAN
AFFILIATE THAT IS SUBORDINATED TO THE OBLIGATIONS IN A MANNER REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(I)
INDEBTEDNESS OF THE BORROWER AND ITS
SUBSIDIARIES CONSTITUTING PERMITTED REFINANCING INDEBTEDNESS OF (I) TERM LOANS
HEREUNDER AND (II) INDEBTEDNESS INCURRED UNDER SECTION 8.2(A)
ABOVE;
(J)
INDEBTEDNESS CONSISTING OF (I) GUARANTEE
OBLIGATIONS OF ANY SUBSIDIARY OF THE BORROWER OF THE OBLIGATIONS UNDER ANY LOAN
DOCUMENT AND (II) A GUARANTEE BY THE BORROWER OR A DOMESTIC SUBSIDIARY OF
OBLIGATIONS OF A SUBSIDIARY OR A GUARANTEE BY ANY FOREIGN SUBSIDIARY OF
OBLIGATIONS OF A FOREIGN SUBSIDIARY, IN EACH CASE, OF INDEBTEDNESS PERMITTED TO
BE INCURRED UNDER CLAUSE (A) OR ANY OTHER CLAUSE OF THIS CLAUSE (B); PROVIDED,
THAT ANY GUARANTEE OBLIGATIONS OF THE BORROWER OR ANY SUBSIDIARY WITH RESPECT TO
INTERCOMPANY INDEBTEDNESS OF ANY SUBSIDIARY IS ALSO PERMITTED PURSUANT TO CLAUSE
(B)(III);
(K)
INDEBTEDNESS OF A SUBSIDIARY OF THE
BORROWER ISSUED AND OUTSTANDING ON OR PRIOR TO THE DATE ON WHICH SUCH SUBSIDIARY
WAS ACQUIRED BY THE
126
BORROWER
OR A SUBSIDIARY OF THE BORROWER IN A TRANSACTION CONSTITUTING AN
ACQUISITION (OTHER THAN INDEBTEDNESS ISSUED AS CONSIDERATION IN, OR TO PROVIDE
ALL OR ANY PORTION OF THE FUNDS UTILIZED TO CONSUMMATE SUCH ACQUISITION)
("ACQUIRED DEBT") AND ANY PERMITTED REFINANCING INDEBTEDNESS IN RESPECT THEREOF;
PROVIDED, THAT THE AGGREGATE AMOUNT OF SUCH INDEBTEDNESS AT THE TIME SUCH
INDEBTEDNESS IS INCURRED, AFTER GIVING PRO FORMA EFFECT TO SUCH INCURRENCE,
TOGETHER WITH INDEBTEDNESS OUTSTANDING AND PERMITTED BY
SECTION 8.2(B)(IV) (WITHOUT DOUBLE COUNTING AND WITHOUT GIVING EFFECT TO
SECTION 8.1(C)(C)) DOES NOT EXCEED AN AMOUNT EQUAL TO 5% OF THE BORROWER'S
CONSOLIDATED NET TANGIBLE ASSETS AS OF THE END OF THE MOST RECENT FISCAL QUARTER
FOR WHICH THE BORROWER HAS DELIVERED FINANCIAL STATEMENTS AS REQUIRED BY
SECTION 7.1;
(L)
INDEBTEDNESS (INCLUDING INTRADAY CASH
MANAGEMENT LINES RELATING THERETO) OF THE BORROWER AND OF ITS SUBSIDIARIES
PURSUANT TO OVER-DRAFT OR SIMILAR LINES OF CREDIT (INCLUDING, WITHOUT
LIMITATION, TREASURY MANAGEMENT ARRANGEMENTS,
DEPOSITORY OR OTHER CASH
MANAGEMENT SERVICES AND COMMERCIAL CREDIT CARD AND MERCHANT CARD SERVICES) IN
EXISTENCE ON THE FIFTH AMENDMENT EFFECTIVE DATE OR DESIGNATED BY THE BORROWER TO
THE ADMINISTRATIVE AGENT AS "OVERDRAFT FACILITIES" THEREAFTER (INCLUDING
UNSECURED BACK-TO-BACK LINES OF CREDIT RELATING THERETO AMONG FOREIGN
SUBSIDIARIES, AN "OVERDRAFT FACILITY") SUCH THAT THE AGGREGATE AMOUNT OF SUCH
INDEBTEDNESS (OTHER THAN INTRADAY CASH MANAGEMENT LINES RELATING THERETO)
PERMITTED THEREUNDER OR OUTSTANDING UNDER THIS CLAUSE (XII) AT ANY ONE TIME DOES
NOT EXCEED (WITHOUT DUPLICATION) $100,000,000 (OR THE DOLLAR EQUIVALENT THEREOF)
FOR MORE THAN ONE (1) CONSECUTIVE BUSINESS DAY, WITH RESPECT TO SUCH
INDEBTEDNESS (OTHER THAN INTRADAY CASH MANAGEMENT LINES RELATING THERETO),
PROVIDED, THAT THE AGGREGATE PRINCIPAL AMOUNT OF INDEBTEDNESS (OTHER THAN
INTRADAY CASH MANAGEMENT LINES RELATING THERETO) OUTSTANDING UNDER EACH SUCH
LINE SHALL