ANY OUTSTANDING LC
OBLIGATIONS ARE NOT CASH COLLATERALIZED IN AN AMOUNT NOT LESS THAN 105% OF THE
AMOUNT OF SUCH OUTSTANDING LC OBLIGATIONS AND, BOTH BEFORE AND AFTER GIVING
EFFECT TO SUCH RESTRICTED PAYMENT ON A PRO FORMA BASIS, THE SENIOR SECURED
LEVERAGE RATIO IS NOT IN EXCESS OF 3.75 TO 1.00, THE BORROWER OR ANY SUBSIDIARY
OF THE BORROWER MAY MAKE ANY RESTRICTED PAYMENT WHICH TOGETHER WITH ALL OTHER
RESTRICTED PAYMENTS MADE PURSUANT TO THIS SECTION 8.4 SINCE THE EFFECTIVE DATE
WOULD NOT EXCEED THE SUM OF:
(A)
$400,000,000, PLUS
(B)
50% OF THE CONSOLIDATED NET INCOME (AS
DEFINED IN THE SENIOR SUBORDINATED NOTE (2014) INDENTURE) (OR, IN THE CASE OF A
CONSOLIDATED NET LOSS, MINUS 100% OF SUCH CONSOLIDATED NET LOSS) OF THE BORROWER
AND ITS SUBSIDIARIES ACCRUED DURING THE PERIOD (TREATED AS ONE ACCOUNTING
PERIOD) FROM JUNE 30, 2006 TO THE END OF THE MOST RECENT FISCAL QUARTER FOR
WHICH FINANCIAL STATEMENTS HAVE BEEN DELIVERED PURSUANT TO SECTION 7.1, PLUS
(C)
AVAILABLE EQUITY PROCEEDS.
C.
NOTWITHSTANDING THE FOREGOING, THE
BORROWER MAY PAY DIVIDENDS WITHIN 60 DAYS AFTER THE DATE OF DECLARATION THEREOF
IF AT SUCH DATE OF DECLARATION SUCH DIVIDEND WOULD
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HAVE COMPLIED WITH THIS SECTION 8.4; PROVIDED, HOWEVER, THAT SUCH DIVIDEND SHALL
BE INCLUDED (WITHOUT DUPLICATION) IN THE CALCULATION OF RESTRICTED PAYMENTS FOR
PURPOSES OF SECTION 8.4(B).
D.
IN ADDITION TO RESTRICTED PAYMENTS
PERMITTED BY CLAUSES (B) AND (C) ABOVE, THE BORROWER MAY PAY DIVIDENDS TO ANY
HUNTSMAN PARENT COMPANY WHICH ARE CONTEMPORANEOUSLY APPLIED TO PAY DIVIDENDS ON
COMMON STOCK OF HUNTSMAN CORPORATION AT A RATE NOT TO EXCEED $0.40 PER SHARE PER
ANNUM (SUCH AMOUNT TO BE APPROPRIATELY ADJUSTED TO REFLECT ANY STOCK SPLIT,
REVERSE STOCK SPLIT, STOCK DIVIDEND, STOCK ISSUANCE OR SIMILAR TRANSACTIONS MADE
AFTER THE EFFECTIVE DATE SO THAT THE AGGREGATE AMOUNT OF DIVIDENDS PAYABLE AFTER
SUCH TRANSACTION IS THE SAME AS THE AMOUNT PAYABLE IMMEDIATELY PRIOR TO SUCH
TRANSACTION).
16.5.
CERTAIN RESTRICTIONS ON SUBSIDIARIES
The Borrower will not, and will not permit any of its Subsidiaries to create or
otherwise cause or permit to exist, or to become effective, any consensual
encumbrance or restriction (other than pursuant to the Loan Documents) on the
ability of any Subsidiary of the Borrower to (i) pay dividends or make any other
distributions on its Capital Stock, (ii) pay any Indebtedness or other
obligation owed to the Borrower or any of its other Subsidiaries, (iii) make any
loans or advances to the Borrower or any of its other Subsidiaries, or
(iv) transfer any of its property or assets to the Borrower or any of its other
Subsidiaries, except:
A.
ANY ENCUMBRANCE OR RESTRICTION PURSUANT TO
AN AGREEMENT IN EFFECT AT OR ENTERED INTO ON THE EFFECTIVE DATE AND REFLECTED ON
SCHEDULE 8.5(A) HERETO OR ANY EXTENSION, REPLACEMENT OR REFINANCING THEREOF NOT
PROHIBITED HEREIN;
B.
ANY SUCH ENCUMBRANCE OR RESTRICTION
CONSISTING OF CUSTOMARY NON-ASSIGNMENT PROVISIONS IN ANY CONTRACTUAL OBLIGATION
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS TO THE EXTENT SUCH PROVISIONS
RESTRICT THE TRANSFER