IN
THE ORDINARY COURSE OF BUSINESS IN ORDER TO MANAGE EXISTING OR ANTICIPATED
INTEREST RATE, EXCHANGE RATE, COMMODITY OR OTHER REVENUE OR EXPENSE RISK, AND
NOT FOR SPECULATIVE PURPOSES, IN ANY CASE;
(J)
INDEBTEDNESS CONSISTING OF GUARANTEE OBLIGATIONS OF ANY
SUBSIDIARY OF A BORROWER OF THE OBLIGATIONS UNDER ANY LOAN DOCUMENT OR
CONSISTING OF A GUARANTEE OF OBLIGATIONS OF A RESTRICTED SUBSIDIARY UNDER ANY
LEASE OR OTHER AGREEMENT ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS NOT
CONSTITUTING INDEBTEDNESS AND FOR WHICH THE LIABILITY WITH RESPECT THERETO IS
NOT REQUIRED TO BE REFLECTED ON A BALANCE SHEET PREPARED IN ACCORDANCE WITH
GAAP;
(K)
INDEBTEDNESS CONSISTING OF GUARANTEE OBLIGATIONS INCURRED TO
SATISFY BONDING OBLIGATIONS NOT IN EXCESS OF $15,000,000 AT ANY ONE TIME WHICH
ARISE IN THE ORDINARY COURSE OF BUSINESS; AND
(L)
INDEBTEDNESS INCURRED PURSUANT TO THE SENIOR SECURED NOTES
INDENTURE NOT TO EXCEED $455,400,000 OUTSTANDING ON THE CLOSING DATE AND
EVIDENCED BY THE SENIOR SECURED NOTES AND ADDITIONAL SENIOR SECURED NOTES ISSUED
AFTER THE CLOSING DATE AND EVIDENCED BY THE SENIOR SECURED NOTES INDENTURE, BUT
ONLY TO THE EXTENT THAT THE AGGREGATE PRINCIPAL AMOUNT OF SUCH ADDITIONAL SENIOR
SECURED NOTES IS NOT GREATER THAN (I) $25,000,000 MINUS (II) THE AMOUNT OF
ADDITIONAL TERM B LOANS INCURRED PURSUANT TO SECTION 2.4 OF THE TERM CREDIT
AGREEMENT; AND GUARANTEES THEREOF BY ANY SUBSIDIARY GUARANTOR.
For purposes of this Section 8.2, any Indebtedness of an entity outstanding when
it becomes a Subsidiary shall be deemed to have been incurred at that time.
8.3
FUNDAMENTAL CHANGES.
NO BORROWER SHALL, NOR SHALL IT PERMIT ANY
OF ITS RESTRICTED SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, (I) CONSUMMATE ANY
ACQUISITION OR (II) ENTER INTO ANY MERGER, CONSOLIDATION OR AMALGAMATION, OR
LIQUIDATE, WIND-UP OR DISSOLVE ITSELF (OR SUFFER ANY LIQUIDATION OR DISSOLUTION)
OR CONVEY, SELL, ASSIGN, LEASE, TRANSFER OR OTHERWISE DISPOSE OF (OR AGREE TO DO
ANY OF THE FOREGOING AT ANY FUTURE TIME) ALL OR SUBSTANTIALLY ALL OF ITS
PROPERTY, BUSINESS OR ASSETS; PROVIDED, HOWEVER, THAT SO LONG AS PRIOR TO OR
SIMULTANEOUSLY WITH SUCH TRANSACTIONS, SUCH BORROWER HAS COMPLIED WITH, AND HAS
CAUSED ITS SUBSIDIARIES TO COMPLY WITH, THE PROVISIONS OF SECTION 7.10:
(A)
ANY SUBSIDIARY OF THE COMPANY MAY BE MERGED OR CONSOLIDATED WITH
OR INTO THE COMPANY SO LONG AS THE COMPANY IS THE SURVIVING CORPORATION OR WITH
OR INTO ANY ONE OR MORE WHOLLY-OWNED SUBSIDIARIES OF THE COMPANY (OTHER THAN AN
UNRESTRICTED SUBSIDIARY, AIRSTAR CORPORATION, HUNTSMAN HEADQUARTERS CORPORATION
OR IRIC); PROVIDED, HOWEVER, THAT (I) THE WHOLLY-OWNED SUBSIDIARY OR
SUBSIDIARIES SHALL BE THE SURVIVING CORPORATION AND (II) IN THE
105
CASE OF ANY MERGER OR CONSOLIDATION BETWEEN SUBSIDIARIES AT LEAST ONE OF WHICH
IS A SUBSIDIARY GUARANTOR, THE SURVIVING PERSON SHALL BE OR BECOME A PARTY TO
THE SUBSIDIARY GUARANTEE AGREEMENT;
(B)
ANY SUBSIDIARY OF A BORROWER MAY SELL, LEASE, TRANSFER OR
OTHERWISE DISPOSE OF ANY OR ALL OF ITS ASSETS TO A BORROWER OR ANY OTHER
WHOLLY-OWNED SUBSIDIARY OF A BORROWER (OTHER THAN AN UNRESTRICTED SUBSIDIARY);
(C)
ANY SUBSIDIARY OF A BORROWER