AND HSCC HEREBY AGREE THAT THEY WILL NOT, EXCEPT IN EACH CASE AS DESCRIBED ON
SCHEDULE 8.14, (I) INCUR ANY INDEBTEDNESS OR OTHER MATERIAL OBLIGATIONS OF ANY
KIND; (II) DIRECTLY OR INDIRECTLY, CREATE, INCUR, ASSUME OR SUFFER TO EXIST OR
AGREE TO CREATE, INCUR OR ASSUME ANY LIEN IN, UPON OR WITH RESPECT TO ANY OF
THEIR PROPERTIES OR ASSETS (INCLUDING, WITHOUT LIMITATION ANY SECURITIES OR
INTERCOMPANY INDEBTEDNESS IN FAVOR OF HSCC OR HSCHC); (III) ISSUE ANY CAPITAL
STOCK; (IV) DISPOSE OF OR TRANSFER ANY ASSETS; (V) IN THE CASE OF HSCHC, ENGAGE
IN ANY BUSINESS OTHER THAN HOLDING SECURITIES OF ITS SUBSIDIARIES; OR (VI) IN
THE CASE OF HSCC, ENGAGE IN ANY BUSINESS OTHER THAN HOLDING SECURITIES OF HIH;
PROVIDED, (A) THAT THIS SECTION 8.14 SHALL NOT PROHIBIT ANY AMENDMENT TO THE
BASF NOTE TO THE EXTENT NOT PROHIBITED BY SECTION 8.11 AND (B) HSCHC AND HSCC
MAY INCUR (X) LIENS SECURING THE SENIOR SECURED NOTES ON A PARI PASSU BASIS WITH
THE TERM LOAN OBLIGATIONS AND (Y) INDEBTEDNESS CONSISTING OF GUARANTEES OF
INDEBTEDNESS INCURRED PURSUANT TO SECTION 8.2(H).
NEITHER HSCHC NOR HSCC WILL
CREATE ANY ADDITIONAL DIRECT SUBSIDIARIES AFTER THE CLOSING DATE.
(B)
THE COMPANY AND HSCC WILL NOT PERMIT HIH TO ISSUE ANY CAPITAL
STOCK EXCEPT CAPITAL STOCK WITH THE SAME ECONOMIC, VOTING AND OTHER RIGHTS AS
THE CAPITAL STOCK OF HIH HELD INDIRECTLY ON THE CLOSING DATE BY THE COMPANY IN
EXCHANGE FOR A CAPITAL CONTRIBUTION THE PROCEEDS OF WHICH ARE USED TO REPAY, OR
IN EXCHANGE FOR OR IN REPAYMENT OF, ANY INDEBTEDNESS OF HIH OR HUNTSMAN
INTERNATIONAL LLC; PROVIDED, THAT THE A NOTES SHALL BE REPAID IN FULL PRIOR TO
THE EXCHANGE OR REPAYMENT OF ANY OTHER SUCH INDEBTEDNESS
OTHER THAN THE B NOTES
AS LONG AS (I) SUCH ISSUANCE IS MADE CONTEMPORANEOUSLY WITH A QUALIFIED PUBLIC
OFFERING AND (II) THE CAPITAL STOCK IS ISSUED AT A VALUATION COMPARABLE TO THE
VALUE OF THE CAPITAL STOCK ISSUED IN THE QUALIFIED PUBLIC OFFERING OR AT SUCH
VALUATION AS SET FORTH IN A FAIRNESS OPINION OBTAINED BY HIH AND SATISFACTORY TO
ADMINISTRATIVE AGENT.
(C)
NEITHER THE COMPANY NOR HSCC WILL PERMIT HUNTSMAN INTERNATIONAL
LLC TO ISSUE ANY CAPITAL STOCK TO ANY PERSON OTHER THAN HIH.
8.15
COLLATERAL ACCOUNT AGREEMENTS.
NO BORROWER SHALL, NOR SHALL IT
PERMIT ANY CREDIT PARTY TO, ESTABLISH OR UTILIZE ANY DOMESTIC DEPOSIT ACCOUNT,
UNLESS A FULLY EXECUTED COLLATERAL ACCOUNT AGREEMENT SHALL BE IN FULL FORCE AND
EFFECT WITH RESPECT THERETO, EXCEPT WITH RESPECT TO ONE OR MORE DEPOSIT ACCOUNTS
MAINTAINED AT FINANCIAL INSTITUTIONS WITH WHICH NO COLLATERAL ACCOUNT AGREEMENT
SHALL HAVE PREVIOUSLY BEEN ENTERED INTO WITH ACCOUNT BALANCES OF ANY SUCH
ACCOUNTS NOT TO AT ANY TIME EXCEED $100,000 AND THE AGGREGATE OF ALL SUCH
ACCOUNTS NOT AT ANY TIME TO EXCEED $500,000, EXCEPT IN THE CASE OF IRIC, WITH
RESPECT TO INSURANCE PROCEEDS WHICH MAY BE DISBURSED AND HELD IN ACCORDANCE WITH
THE PROCEDURES SET FORTH ON SCHEDULE 8.15(A).
EXCEPT AS SET FORTH ON SCHEDULE
8.15(B), AT NO TIME SHALL THE