SUCH SUBSIDIARY
SHALL RECEIVE ITS PROPORTIONATE SHARE OF SUCH DIVIDEND OR DISTRIBUTION
("DIVIDENDS"), AND (Y) CASH DISTRIBUTIONS TO MEMBERS OF THE BORROWER FROM TIME
TO TIME IN ACCORDANCE WITH THE TERMS OF THE TAX SHARING AGREEMENT ("TAX
DISTRIBUTIONS"), (II) PURCHASE, REDEEM OR OTHERWISE ACQUIRE OR RETIRE FOR VALUE
ANY CAPITAL STOCK OF THE BORROWER, (III) MAKE ANY PRINCIPAL PAYMENT ON OR
PURCHASE, DEFEASE, REDEEM, PREPAY, OR OTHERWISE ACQUIRE OR RETIRE FOR VALUE,
PRIOR TO ANY SCHEDULED FINAL MATURITY OR APPLICABLE REDEMPTION DATE, ANY PUBLIC
NOTES (OR ANY PERMITTED REFINANCING INDEBTEDNESS THEREOF) EXCEPT TO THE EXTENT
SET FORTH IN SECTION 8.11(I) OR (IV) MAKE ANY INVESTMENT NOT SPECIFICALLY
PERMITTED BY CLAUSES (A) THROUGH (O) OF SECTION 8.7 ("UNRESTRICTED INVESTMENTS")
(ANY OF THE FOREGOING DESCRIBED IN CLAUSES (I) - (IV) BEING HEREAFTER REFERRED
TO AS A "RESTRICTED PAYMENT");
(B)
NOTWITHSTANDING THE LIMITATIONS ON RESTRICTED PAYMENTS SET FORTH
IN SECTION 8.4(A), SO LONG AS THERE IS NO DEFAULT OR EVENT OF DEFAULT THEN
OUTSTANDING OR THAT WOULD RESULT THEREFROM AND THE BORROWER IS ABLE TO INCUR $1
OF ADDITIONAL INDEBTEDNESS UNDER SECTION 8.2(A) BOTH BEFORE AND AFTER GIVING
EFFECT TO SUCH RESTRICTED PAYMENTS ON A PRO FORMA BASIS, THE BORROWER OR ANY
SUBSIDIARY OF THE BORROWER MAY MAKE ANY RESTRICTED PAYMENT WHICH TOGETHER
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WITH ALL OTHER RESTRICTED PAYMENTS MADE PURSUANT TO THIS SECTION 8.4 SINCE THE
EFFECTIVE DATE WOULD NOT EXCEED THE SUM OF:
(I)
$400,000,000, PLUS
(II)
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
(III)
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 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).
8.5
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