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 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)
BORROWER WILL NOT PERMIT HIH TO, AND HIH HEREBY AGREES THAT IT
WILL NOT, 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 BORROWER 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 BORROWER NOR HSCC WILL PERMIT HUNTSMAN INTERNATIONAL LLC
TO ISSUE ANY CAPITAL STOCK TO ANY PERSON OTHER THAN HIH.
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8.15
AMENDMENTS, MODIFICATIONS OR SUPPLEMENTS TO REVOLVING CREDIT
AGREEMENT.
BORROWER SHALL NOT AGREE TO OR PERMIT THE AMOUNT OF INDEBTEDNESS
PERMITTED TO BE OUTSTANDING UNDER THE REVOLVING CREDIT AGREEMENT TO BE INCREASED
ABOVE $350,000,000.
8.16
BORROWINGS UNDER REVOLVING CREDIT AGREEMENT.
In no event shall Borrower make any borrowing of Revolving Loans under the
Revolving Credit Agreement if, after giving effect to such borrowing, Borrower
would have more than $50,000,000 of Available Liquidity (but in any event
excluding any cash awaiting reinvestment in accordance with Section 4.2(b) or
4.2(d), 4.2(e), 4.2(f), or 4.2(h)).
8.17
AMENDMENTS OR MODIFICATIONS TO SENIOR SECURED NOTES.
Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or
indirectly, either:
(A)
AMEND, MODIFY, WAIVE OR SUPPLEMENT, OR CAUSE TO BE AMENDED,
MODIFIED, WAIVED OR SUPPLEMENTED, ANY PROVISION OF THE SENIOR SECURED NOTES
INDENTURE OR THE TERMS OF THE SENIOR SECURED NOTES, UNLESS SUCH AMENDMENT,
MODIFICATION, WAIVER OR SUPPLEMENT IS APPROVED BY THE ADMINISTRATIVE AGENT