Common use of Dividends or Other Distributions Clause in Contracts

Dividends or Other Distributions. (a) Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than (x) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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 (x) there is no Unmatured Event of Default or Event of Default then outstanding or that would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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 $0.50 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 Third Amendment 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).

Dividends or Other Distributions. (a) Neither the Borrower Company will not, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution (other than Disqualified Preferred Stock) or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (other than Disqualified Preferred Stock) and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share compliance with applicable corporation law; provided that the amount of such dividend dividends or distribution distributions under this clause (“Dividends”)2) which are paid or made to any Person other than an Unrestricted Entity shall be included for purposes of calculating compliance with clause (b) below, and shall be permitted only to the extent they are permitted under clause (yb) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Company other than in exchange for, or out of proceeds of, the Borrower, substantially concurrent sale (other than to an Affiliate of Company) of other Capital Stock of Company or as permitted in (i)(A) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness that is either subordinate or junior in right of payment to the Obligations (or any other than refinancings of such Indebtedness with the proceeds of Permitted Refinancing Indebtedness thereofand other than Intercompany Indebtedness subordinated as a result of Section 8.2(j)) except to the extent set forth and it being understood that Indebtedness shall not be deemed subordinate or junior in Section 8.11(i) priority on account of being unsecured or being secured with greater or lower priority or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Restricted Investment; (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however, that: (a) Company or a Subsidiary may make distributions to the extent necessary to enable Company or a Subsidiary of Company to pay their (i) general administrative costs and expenses, (ii) taxes as they legally become due and (iii) to the extent such distributions are made to a Credit Party, any obligation under a Tax Sharing Agreement, and (b) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Event of Default or Unmatured Event of Default has occurred and is continuing or Event of Default then outstanding or that would result therefrom, (y) therefrom and Company is in pro forma compliance with the Borrower is able to incur $1 financial covenant set forth in Article IX of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment the Revolving Credit Agreement on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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 for the period (treated as one accounting period) from June 30, 2006 to the end of four Fiscal Quarters ending with the most recent recently ended Fiscal Quarter of Company for which financial statements have been delivered to Administrative Agent pursuant to Section 7.17.1 both immediately before and immediately after giving effect to such Restricted Payments, plus Company or any Subsidiary of Company may make any Restricted Payment; provided that any Restricted Payment of the type described in clauses (iiii) Available Equity Proceeds. and (cii) above may only be made in the ordinary course of business and consistent with past practice. Notwithstanding the foregoing, the Borrower (i) Company 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; provided8.5, however(ii) any Wholly-Owned Subsidiary may purchase, that such Dividend shall be included redeem or otherwise acquire or exchange its Capital Stock for the Capital Stock of another Wholly-Owned Subsidiary, (without duplicationiii) in Company may issue Capital Stock contemplated by the calculation of Restricted Payments for purposes of Section 8.4(b). (d) In addition to Restricted Payments permitted by clauses (b) Shareholder Rights Plan and (civ) above, the Borrower Company 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 $0.50 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 Third Amendment 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)enter into and perform its obligations under Permitted Call Spread Transactions.

Dividends or Other Distributions. (a) Neither the Borrower Company will not, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution (other than Disqualified Preferred Stock) or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (other than Disqualified Preferred Stock) and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share compliance with applicable corporation law; provided that the amount of such dividend dividends or distribution distributions under this clause (“Dividends”)2) which are paid or made to any Person other than an Unrestricted Entity shall be included for purposes of calculating compliance with clause (b) below, and shall be permitted only to the extent they are permitted under clause (yb) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Company other than in exchange for, or out of proceeds of, the Borrower, substantially concurrent sale (other than to an Affiliate of Company) of other Capital Stock of Company or as permitted in (i)(A) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness that is either subordinate or junior in right of payment to the Obligations (or any other than refinancings of such Indebtedness with the proceeds of Permitted Refinancing Indebtedness thereofand other than Intercompany Indebtedness subordinated as a result of Section 8.2(j)) except to the extent set forth and it being understood that Indebtedness shall not be deemed subordinate or junior in Section 8.11(i) priority on account of being unsecured or being secured with greater or lower priority or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Restricted Investment; (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however, that: (a) Company or a Subsidiary may make distributions to the extent necessary to enable Company or a Subsidiary of Company to pay their (i) general administrative costs and expenses, (ii) taxes as they legally become due and (iii) to the extent such distributions are made to a Credit Party, any obligation under a Tax Sharing Agreement, and (b) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Event of Default or Unmatured Event of Default has occurred and is continuing or Event of Default then outstanding or that would result therefrom, (y) therefrom and Company is in pro forma compliance with the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment financial covenant set forth in Article IX on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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 for the period (treated as one accounting period) from June 30, 2006 to the end of four Fiscal Quarters ending with the most recent recently ended Fiscal Quarter of Company for which financial statements have been delivered to Administrative Agent pursuant to Section 7.17.1 both immediately before and immediately after giving effect to such Restricted Payments, plus Company or any Subsidiary of Company may make any Restricted Payment which would not result in a violation of the Senior Note (iii2022) Available Equity Proceeds. Indenture, the Senior Note (c2023) Indenture, or any document governing any Permitted Refinancing Indebtedness in respect thereof. Notwithstanding the foregoing, the Borrower (i) Company 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; provided8.5, however(ii) any Wholly-Owned Subsidiary may purchase, that such Dividend shall be included redeem or otherwise acquire or exchange its Capital Stock for the Capital Stock of another Wholly-Owned Subsidiary, (without duplicationiii) in Company may issue Capital Stock contemplated by the calculation of Restricted Payments for purposes of Section 8.4(b). (d) In addition to Restricted Payments permitted by clauses (b) Shareholder Rights Plan and (civ) above, the Borrower Company 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 $0.50 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 Third Amendment 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)enter into and perform its obligations under Permitted Call Spread Transactions.

Dividends or Other Distributions. (a) Neither Holdings nor the Borrower nor will, and will not permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock ("DIVIDEND") or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (a) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distributionStock, (Bb) except dividends and or distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”), and (yc) cash dividends and distributions payable by a Foreign Subsidiary which is not a Wholly Owned Subsidiary to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”its shareholders on a pro rata basis), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower, (iii) pay any Management Fees; or (iv) make any interest or principal payment on or on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Notes (other Indebtedness that is subordinate or any Permitted Refinancing Indebtedness thereof) except junior in right of payment 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”) Obligations (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”"RESTRICTED PAYMENT"); ; PROVIDED, HOWEVER, (a) the Borrower may make scheduled interest payments on the Senior Subordinated Notes in accordance with the terms of the Senior Subordinated Note Documents, (b) Notwithstanding Borrower may repurchase or may dividend cash to Holdings to repurchase Capital Stock of Holdings from employees whose employment has terminated provided that such purchases are required by the limitations on express terms of the Employee Share Program and are in an aggregate amount in any Fiscal Year not to exceed $2,000,000 plus the amount of cash consideration received by Holdings (other than with the proceeds of a loan from Holdings or any Subsidiary) in connection with the issuance of Capital Stock of Holdings to employees pursuant to the Employee Share Program and (c) the Borrower may make Restricted Payments set forth in Section 8.4(a)amounts required to pay cash income taxes of Holdings in respect of the net income of Borrower and its Subsidiaries; and PROVIDED, FURTHER, that so long as no Event of Default has occurred and is continuing or would result therefrom: (w) Holdings or the Borrower may pay Management Fees pursuant to the Management Services Agreement in an aggregate amount not in excess of $4,000,000 in any Fiscal Year; (x) there is no Unmatured Event Holdings may use Net Offering Proceeds of Default or Event any issuance of Default Capital Stock of Holdings to repay the principal amount (including any accreted interest) then outstanding or that would result therefrom, on the Holdings Discount Notes; (y) Holdings may make voluntary prepayments of the Borrower is able to incur $1 Holdings Discount Notes as permitted by the last sentence of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis SECTION 4.4; and (z) if the Assigned Dollar Value in addition to repurchases of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment Effective Date would not exceed the sum of: Capital Stock permitted by CLAUSE (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 LossB) of the first proviso above, Borrower may repurchase or may dividend cash to Holdings to repurchase Capital Stock of Holdings from employees of Borrower and its Subsidiaries accrued during whose employment has terminated provided that such purchases are required by the period (treated as one accounting period) from June 30, 2006 to the end express terms of the most recent Employee Share Program and are in an aggregate amount in any 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 Year not to exceed $0.50 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 Third Amendment 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)5,000,000.

Dividends or Other Distributions. (a) Neither the No Borrower will, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or Equity Interests (each a “Dividend”) to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company, (2) any other Subsidiary of the Company in compliance with applicable corporation or payable to holders of minority interests other organizational law or (3) any other Person that holds Equity Interests in any Subsidiary so long as of the Borrower Company, if the Company or one of its Subsidiaries simultaneously receives a portion of any other Subsidiary having an interest in such Subsidiary shall receive dividend, distribution or redemption based on its proportionate pro rata share of the Equity Interests of such dividend Subsidiary); 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 Equity Interests of the Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Equity Interests of such Borrower or as permitted under clause (a)(i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) 7.12); (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”); (b) Notwithstanding ; provided that the limitations Company may make scheduled principal and interest payments on Restricted Payments set forth Indebtedness permitted pursuant to Section 7.02 in Section 8.4(a)accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and; provided, further, that, so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding exists pursuant to Section 8.01(a), (e) or that (f) or would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Company may make any Restricted Payment which which, together with all other Restricted Payments made pursuant to this Section 8.4 7.05(a) since the Third Amendment Effective Date November 1, 2009 would not exceed the sum of: (i) $400,000,000, plus (iiI) 50% of the consolidated net income (as defined in the Senior Subordinated Note (2014) Indenture) (or, in the case of a Consolidated Net LossIncome for each Fiscal Year, minus 100% commencing with the Fiscal Year ended October 31, 2009, ending immediately prior to the date of such Consolidated Net Loss) of the Borrower Restricted Payment 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 complying with Section 6.01(b) have been delivered pursuant to Section 7.1, plusthe Lenders (it being understood that there shall not be any deductions for any net loss as shown on the Company’s income statement for any Fiscal Year prepared in accordance with GAAP); (iiiII) Available the aggregate Net Offering Proceeds received by the Company from the issue or sale of its Common Stock (including the issuance of Common Stock in conjunction with the exercise of stock options) or Permitted Preferred Stock subsequent to October 31, 2009 (other than an issuance or sale to a Subsidiary or an employee stock ownership plan); and (III) $105,000,000; (b) So long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Company can make a Soterra Disposition in the form of a dividend payment of its Equity ProceedsInterests in Soterra LLC, or the Company may make a Restricted Payment from the Net Sale Proceeds of any Soterra Disposition when the Net Sale Proceeds thereof are not used to make a substantially contemporaneous exchange for, or acquisition of, other timberland properties, and any Subsidiary may declare and make dividend payments and other distributions so long as any such payments pursuant thereto by any non-Wholly-Owned Subsidiary of the Company are made on a pro rata basis to such Subsidiary’s shareholders generally. (c) On and after the date on which the Company achieves Dual Investment Grade Status, and for so long as such Dual Investment Grade Status exists, the Company may make Restricted Payments without restriction; provided that (i) no Default or Event of Default has occurred, is continuing or would result therefrom and (ii) that in the event that Dual Investment Grade Status ceases to exist, any Restricted Payments made pursuant to this Section 7.05(c) shall be counted for purposes of the calculation of Restricted Payments (as if such Restricted Payments had been made pursuant to Section 7.05(a)) and determining the Company’s ability to make Restricted Payments pursuant to Section 7.05(a). Notwithstanding the foregoing, (x) the Borrower Company may pay Dividends of up to the lesser of (I) $0.01 per share of Class A Common Stock for each four consecutive Fiscal Quarters and (II) $250,000 for each consecutive Fiscal Quarter, and the Company 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 8.47.05; provided, however, provided that such Dividend if permitted only by Section 7.05(a) shall be included (without duplication) in the calculation of the amount of Restricted Payments Payment for purposes purpose of Section 8.4(b7.05(a). (d) In addition to Restricted Payments permitted by clauses (b) ; and (cy) above, the Borrower Company may pay Dividends and make other Restricted Payments not otherwise permitted under this Agreement if the Leverage Ratio, immediately after giving pro forma effect to any Huntsman Parent Company which are contemporaneously applied to pay dividends on common stock of Huntsman Corporation at a rate not to exceed $0.50 per share per annum (such amount to Dividend or Restricted Payment, shall be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, stock issuance or similar transactions made after the Third Amendment 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)less than 2.50:1.

Dividends or Other Distributions. (a) Neither the No Borrower will, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or Equity Interests (each a “Dividend”) to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company, (2) any other Subsidiary of the Company in compliance with applicable corporation or payable to holders of minority interests other organizational law or (3) any other Person that holds Equity Interests in any Subsidiary so long as of the Borrower Company, if the Company or one of its Subsidiaries simultaneously receives a portion of any other Subsidiary having an interest in such Subsidiary shall receive dividend, distribution or redemption based on its proportionate pro rata share of the Equity Interests of such dividend Subsidiary); 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 Equity Interests of the Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Equity Interests of such Borrower or as permitted under clause (a)(i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) 7.12); (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”); (b) Notwithstanding ; provided that the limitations Company may make scheduled principal and interest payments on Restricted Payments set forth Indebtedness permitted pursuant to Section 7.02 in Section 8.4(a)accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and; provided, further, that, so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding exists pursuant to Section 8.01(a), (e) or that (f) or would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Company may make any Restricted Payment which which, together with all other Restricted Payments made pursuant to this Section 8.4 7.05(a) since the Third Amendment Effective Date November 1, 2012 would not exceed the sum of: (iI) $400,000,000, plus (ii) 5075% of the consolidated net income (as defined in the Senior Subordinated Note (2014) Indenture) (or, in the case of a Consolidated Net LossIncome for each Fiscal Year, minus 100% commencing with the Fiscal Year ended October 31, 2012, ending immediately prior to the date of such Consolidated Net Loss) of the Borrower Restricted Payment 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 complying with Section 6.01(b) have been delivered pursuant to Section 7.1, plusthe Lenders (it being understood that there shall not be any deductions for any net loss as shown on the Company’s income statement for any Fiscal Year prepared in accordance with GAAP); (iiiII) Available the aggregate Net Offering Proceeds received by the Company from the issue or sale of its Common Stock (including the issuance of Common Stock in conjunction with the exercise of stock options) or Permitted Preferred Stock subsequent to October 31, 2012 (other than an issuance or sale to a Subsidiary or an employee stock ownership plan); and (III) $300,000,000; (b) So long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Company can make a Soterra Disposition in the form of a dividend payment of its Equity ProceedsInterests in Soterra LLC, or the Company may make a Restricted Payment from the Net Sale Proceeds of any Soterra Disposition when the Net Sale Proceeds thereof are not used to make a substantially contemporaneous exchange for, or acquisition of, other timberland properties, and any Subsidiary may declare and make dividend payments and other distributions so long as any such payments pursuant thereto by any non-Wholly-Owned Subsidiary of the Company are made on a pro rata basis to such Subsidiary’s shareholders generally. (c) On and after the date on which the Company achieves Dual Investment Grade Status, and for so long as such Dual Investment Grade Status exists, the Company may make Restricted Payments without restriction; provided that (i) no Default or Event of Default has occurred, is continuing or would result therefrom and (ii) that in the event that Dual Investment Grade Status ceases to exist, any Restricted Payments made pursuant to this Section 7.05(c) shall be counted for purposes of the calculation of Restricted Payments (as if such Restricted Payments had been made pursuant to Section 7.05(a)) and determining the Company’s ability to make Restricted Payments pursuant to Section 7.05(a). Notwithstanding the foregoing, (x) the Borrower Company may pay Dividends of up to the lesser of (I) $0.01 per share of Class A Common Stock for each four consecutive Fiscal Quarters and (II) $250,000 for each consecutive Fiscal Quarter, and the Company 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 8.47.05; provided, however, provided that such Dividend if permitted only by Section 7.05(a) shall be included (without duplication) in the calculation of the amount of Restricted Payments Payment for purposes purpose of Section 8.4(b7.05(a). (d) In addition to Restricted Payments permitted by clauses (b) ; and (cy) above, the Borrower Company may pay Dividends and make other Restricted Payments not otherwise permitted under this Agreement if (I) no Default or Event of Default is existing or would result therefrom and (II) the Leverage Ratio, immediately after giving pro forma effect to any Huntsman Parent Company which are contemporaneously applied to pay dividends on common stock of Huntsman Corporation at a rate not to exceed $0.50 per share per annum (such amount to Dividend or Restricted Payment, shall be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, stock issuance or similar transactions made after the Third Amendment Effective Date so that the aggregate amount of dividends payable after such transaction is the same as the amount payable immediately prior to such transactionless than 3:00:1).

Dividends or Other Distributions. (a) Neither the a. No Borrower will, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or Equity Interests (each a “Dividend”) to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company, (2) any other Subsidiary of the Company in compliance with applicable corporation or payable to holders of minority interests other organizational law or (3) any other Person that holds Equity Interests in any Subsidiary so long as of the Borrower Company, if the Company or one of its Subsidiaries simultaneously receives a portion of any other Subsidiary having an interest in such Subsidiary shall receive dividend, distribution or redemption based on its proportionate pro rata share of the Equity Interests of such dividend Subsidiary); 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 Equity Interests of the Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Equity Interests of such Borrower or as permitted under clause (a)(i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”7.12) (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”); (b) Notwithstanding ; provided that the limitations Company may make scheduled principal and interest payments on Restricted Payments set forth Indebtedness permitted pursuant to Section 7.02 in Section 8.4(a)accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and provided, further, that, so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding exists pursuant to Section 8.01(a), (e) or that (f) or would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Company may make any Restricted Payment which which, together with all other Restricted Payments made pursuant to this Section 8.4 7.05(a) since the Third Amendment Effective Date November 1, 2018 would not exceed the sum of: (iI) $400,000,000, plus (ii) 5075% of the consolidated net income (as defined in the Senior Subordinated Note (2014) Indenture) (or, in the case of a Consolidated Net LossIncome for each Fiscal Year, minus 100% commencing with the Fiscal Year ended October 31, 2018, ending immediately prior to the date of such Consolidated Net Loss) of the Borrower Restricted Payment 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 complying with Section 6.01(b) have been delivered to the Lenders (it being understood that there shall not be any deductions for any net loss as shown on the Company’s income statement for any Fiscal Year prepared in accordance with GAAP); (II) the aggregate Net Offering Proceeds received by the Company from the issue or sale of its Common Stock (including the issuance of Common Stock in conjunction with the exercise of stock options) or Permitted Preferred Stock subsequent to October 31, 2018 (other than an issuance or sale to a Subsidiary or an employee stock ownership plan); and (III) $375,000,000; b. So long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Company can make a Soterra Disposition in the form of a dividend payment of its Equity Interests in Soterra LLC, or the Company may make a Restricted Payment from the Net Sale Proceeds of any Soterra Disposition when the Net Sale Proceeds thereof are not used to make a substantially contemporaneous exchange for, or acquisition of, other timberland properties, and any Subsidiary may declare and make dividend payments and other distributions so long as any such payments pursuant thereto by any non-Wholly-Owned Subsidiary of the Company are made on a pro rata basis to such Subsidiary’s shareholders generally. c. On and after the date on which the Company achieves Dual Investment Grade Status, and for so long as such Dual Investment Grade Status exists, the Company may make Restricted Payments without restriction; provided that (i) no Default or Event of Default has occurred, is continuing or would result therefrom and (ii) that in the event that Dual Investment Grade Status ceases to exist, any Restricted Payments made pursuant to this Section 7.05(c) shall be counted for purposes of the calculation of Restricted Payments (as if such Restricted Payments had been made pursuant to Section 7.1, plus (iii7.05(a)) Available Equity Proceeds. (c) and determining the Company’s ability to make Restricted Payments pursuant to Section 7.05(a). Notwithstanding the foregoing, (x) the Borrower Company may pay Dividends of up to the lesser of (I) $0.01 per share of Class A Common Stock for each four consecutive Fiscal Quarters and (II) $300,000 for each consecutive Fiscal Quarter, and the Company 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 8.47.05; provided, however, provided that such Dividend if permitted only by Section 7.05(a) shall be included (without duplication) in the calculation of the amount of Restricted Payments Payment for purposes purpose of Section 8.4(b7.05(a). (d) In addition to Restricted Payments permitted by clauses (b) ; and (cy) above, the Borrower Company may pay Dividends and make other Restricted Payments not otherwise permitted under this Agreement if (I) no Default or Event of Default is existing or would result therefrom and (II) the Leverage Ratio, immediately after giving pro forma effect to any Huntsman Parent Company which are contemporaneously applied to pay dividends on common stock of Huntsman Corporation at a rate not to exceed $0.50 per share per annum (such amount to Dividend or Restricted Payment, shall be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, stock issuance or similar transactions made after the Third Amendment Effective Date so that the aggregate amount of dividends payable after such transaction is the same as the amount payable immediately prior to such transactionless than 3:00:1).

Dividends or Other Distributions. (a) Neither the No Borrower will nor will permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution (other than Disqualified Preferred Stock) or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (other than Disqualified Preferred Stock) and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share compliance with applicable corporation law; provided that the amount of such dividend dividends or distribution distributions under this clause (“Dividends”)2) which are paid or made to any Person not a member of the Ball Corporate Group shall be included for purposes of calculating compliance with clause (b) below, and shall be permitted only to the extent they are permitted under clause (yb) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Capital Stock of such Borrower or as permitted in (i)(A) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness that is either subordinate or junior in right of payment to the Obligations (or any other than refinancings of such Indebtedness with the proceeds of Permitted Refinancing Indebtedness thereof) except to the extent set forth in and other than Intercompany Indebtedness subordinated as a result of Section 8.11(i8.2(k)) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Restricted Investment; (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however, (a) Company or a Subsidiary may make distributions to the extent necessary to enable Company or a Subsidiary of Company to pay their taxes as they legally become due, and (b) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Event of Default or Unmatured Event of Default has occurred and is continuing or Event of Default then outstanding or that would result therefrom, therefrom and Company is in pro forma compliance with the financial covenants set forth in Sections 9.1 and 9.2 on a Pro Forma Basis for the period of four Fiscal Quarters ending with the Fiscal Quarter for which financial statements have most recently been delivered (y) the Borrower is able or were required to incur $1 of additional Indebtedness under Section 8.2(abe delivered) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or any outstanding LC Obligations are not Cash Collateralized in an amount not less than 105% of the amount of such outstanding LC Obligations andPayments, 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 Company or any Subsidiary of the Borrower Company may make any Restricted Payment which together with all other Restricted Payments made pursuant to this Section 8.4 since the Third Amendment Effective Date would not exceed the sum of: (i) $400,000,000, plus (ii) 50% result in a violation of the consolidated net income (as defined in the Senior Subordinated Note (20142012) Indenture) (or, any document governing any Permitted Additional Indebtedness or any document governing any Permitted Refinancing Indebtedness in the case respect of a Consolidated Net Loss, minus 100% of such Consolidated Net Loss) any 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) foregoing. Notwithstanding the foregoing, the Borrower (i) Company 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; provided8.5, however(ii) any Wholly-Owned Subsidiary may purchase, that such Dividend shall be included (without duplication) in redeem or otherwise acquire or exchange its Capital Stock for the calculation Capital Stock of Restricted Payments for purposes of Section 8.4(b). (d) In addition to Restricted Payments permitted by clauses (b) another Wholly-Owned Subsidiary and (ciii) above, Company may issue Capital Stock contemplated by 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 $0.50 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 Third Amendment 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)Shareholder Rights Plan.

Dividends or Other Distributions. (a) Neither the No Borrower shall, nor shall it permit any of its Restricted Subsidiaries willto, directly or indirectly, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than Stock in respect of such Capital Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the any Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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”Borrower), (ii) purchase, redeem or otherwise acquire or retire for value any of its Capital Stock (other than Capital Stock held by any Borrower or a Wholly-Owned Subsidiary of the any Borrower), (iii) make a loan (a “Shareholder Loan”) to any Holdco Party (as defined in the Holdco Agreement), (iv) pay any Management Fees or (v) make any principal payment on or on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Notes (Polymers Senior Notes, Permitted Junior Debt or any Permitted Refinancing Indebtedness thereof) except that is subordinate or junior in right of payment 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”) Obligations (any of the foregoing described in clauses (i) - (iv) such non-excepted dividend, distribution, purchase, redemption, repurchase, other acquisition, retirement or Shareholder Loan or payment being hereafter hereinafter referred to as a “Restricted Payment”); (b) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding or that would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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 (w) the Company may, under clause (v) above, use the Permitted Polymers Notes Repurchase Amount to redeem or repurchase then outstanding Polymers Senior Notes in accordance with Section 4.2(e) of the Amended and Restated Credit Agreement, to the extent that such Dividend shall amount is not otherwise required to be included applied to prepay loans as required by Section 4.2(e) of the Amended and Restated Credit Agreement, (without duplicationx) in the calculation Company may make payments to Holdco II pursuant to the terms of Restricted Payments for purposes of Section 8.4(b). the Tax Sharing Agreement, (dy) In addition to Restricted Payments the Senior Subordinated Notes may be refinanced with Subordinated Indebtedness permitted by clauses (bSection 8.2(h) and (cz) above, the Borrower Company and its applicable Subsidiaries 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 $0.50 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 consummate the Third Amendment 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)HIH Unit Transfer.

Dividends or Other Distributions. (a) Neither the Borrower nor Holdings will not, and will not permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock ("Dividend") or to the direct or indirect holders of its Capital Stock, other than Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower that is a Subsidiary Guarantor); or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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 BorrowerHoldings or any of its Subsidiaries (any such dividend, (iii) make any principal payment on or distribution, purchase, defeaseredemption, redeemrepurchase, prepaydefeasance, other acquisition, retirement or otherwise acquire Investment being hereinafter referred to as a "Restricted Payment"); provided, however, that, during such time as no Event of Default or retire for value, prior Unmatured Event of Default has occurred and is continuing or would result therefrom (other than with respect 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 and (oc) below): (a) any Subsidiary of Section 8.7 (“Unrestricted Investments”) (Borrower may pay dividends to Borrower or any Wholly-Owned Subsidiary of Borrower that is a Subsidiary Guarantor, any Foreign Subsidiary that is a non-Wholly-Owned Subsidiary may pay pro-rata dividends and Holdings may distribute shares of its Common Stock to holders of the foregoing described in clauses (i) - (iv) being hereafter referred same or another class of its Common Stock and Permitted Holdings Preferred Stock to holders of the same or another class of Permitted Holdings Preferred Stock as a “Restricted Payment”)stock dividend or in connection with a stock split; (b) Notwithstanding Parent and Holdings may make payments with respect to stock option plans and stock appreciation rights programs of Parent and Holdings and repurchase options and Parent common units, Parent preferred units and Holdings Common Stock and Permitted Holdings Preferred Stock upon the limitations on Restricted Payments set forth termination of employment, death, permanent disability or retirement of its employees or management (and Borrower may make intercompany loans to Holdings and/or pay dividends to Holdings and Holdings may pay dividends to Parent solely to allow Parent or Holdings to make such payments or repurchases), provided, that the aggregate amount expended by Parent and Holdings pursuant to this clause (b) shall not exceed $2,000,000 in Section 8.4(athe aggregate from and after the Closing Date and in no event shall exceed $500,000 in any Fiscal Year (provided that (i) the foregoing proviso shall not apply to amounts expended by Parent or Holdings pursuant to this clause (b) solely from (x) cash proceeds received from new issuances of equity interests if received substantially contemporaneously with and used solely to affect a redemption of an executive's equity interests and (y) the proceeds of key man life insurance if the proceeds are used to repurchase the equity interests described above from a deceased employee or manager, and (ii) Parent may repurchase interests of its Capital Stock from management of Borrower or any Subsidiary through the cancellation of Indebtedness owing by such officer or manager); (c) Borrower may pay cash dividends to Holdings and Holdings may pay dividends to Parent solely for the purpose of paying, so long as the proceeds thereof are promptly used by Parent or Holdings to pay (x) there is no Unmatured Event reasonable out of Default pocket expenses of GTCR and its Affiliates to the extent incurred solely in connection with GTCR's or Event of Default then outstanding or that would result therefromsuch Affiliates' investment in, and solely on behalf of, Holdings and Borrower, (y) the franchise taxes and federal, state and local income taxes and interest and penalties with respect thereto, if any, payable by Parent or Holdings, provided that any refund shall be promptly returned by Parent and Holdings to Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value out of all outstanding Revolving Loans pocket expenses relating to accounting and Swing Line Loans exceeds $0 or 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 tax matters 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 Third Amendment 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) (orde minimus corporate expenses, in the each 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 8.4payable by Parent or Holdings; provided, however, that such Dividend shall be included (without duplication) in the calculation of Restricted Payments for purposes of Section 8.4(b).and (d) In addition to Restricted Payments permitted by clauses (b) and (c) above, the Borrower may pay Dividends make intercompany loans to any Huntsman Parent Company which are contemporaneously applied to Holdings or pay dividends on common stock of Huntsman Corporation at a rate not to exceed $0.50 per share per annum (such amount Holdings in order to be appropriately adjusted allow Holdings to reflect any stock split, reverse stock split, stock dividend, stock issuance or similar transactions made after consummate the Third Amendment 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)Acquisition.

Dividends or Other Distributions. (a) Neither Holdings, the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, Stock (other than (xw) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distributionStock, (Bx) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution distribution; provided, however, that (“Dividends”)i) dividends and distributions made after the Effective Date to holders of B shares of UK Holdco 1 shall not exceed (Pounds)500 per annum (or the Dollar Equivalent thereof) and (ii) dividends and distributions effected by TG shall be permitted only to the extent that there are at such time, no amounts outstanding under the UK Holdco Note, the dividend with respect to its preferred stock has been declared and paid and that such dividends are limited to 1% of total dividends paid to the Borrower with respect to ordinary shares, (y) cash distributions to Holdings for distribution to the members of the Borrower Holdings from time to time in accordance with to the terms extent that the amounts of such distributions do not exceed the amounts to be made pursuant to Section 3.1(d) and 6.4(b) of the Tax Sharing Limited Liability Company Agreement of Holdings and/or Article 5 of the Limited Liability Company Agreement of the Borrower; provided that in no event shall such distribution exceed forty (“40%) percent of the hypothetical taxable income of Holdings if it was a (Corporation under the Code ("Tax Distributions”)") ----------------- and (z) distributions to effect the Transactions on the Initial Borrowing Date, (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower, (iii) make any interest or 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 (x) there is no Unmatured Event of Default or Event of Default then outstanding or that would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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) (orNotes, the Holdings Zero Coupon Notes or any other Indebtedness that is subordinate or junior in the case right 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 payment 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 ProceedsObligations. (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 $0.50 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 Third Amendment 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).

Dividends or Other Distributions. (a) Neither the Borrower nor Holdings will not, and will not permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock ("Dividend") or to the direct or indirect holders of its Capital Stock, other than Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower that is a Subsidiary Guarantor); or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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 BorrowerHoldings or any of its Subsidiaries (any such dividend, (iii) make any principal payment on or distribution, purchase, defeaseredemption, redeemrepurchase, prepaydefeasance, other acquisition, retirement or otherwise acquire Investment being hereinafter referred to as a 124 131 "Restricted Payment"); provided, however, that, during such time as no Event of Default or retire for value, prior Unmatured Event of Default has occurred and is continuing or would result therefrom (other than with respect 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 and (od) below): (a) any Subsidiary of Section 8.7 (“Unrestricted Investments”) (Borrower may pay dividends to Borrower or any Wholly-Owned Subsidiary of Borrower that is a Subsidiary Guarantor, and Holdings may distribute shares of its Common Stock to holders of the foregoing described in clauses (i) - (iv) being hereafter referred to same or another class of its Common Stock as a “Restricted Payment”)stock dividend or in connection with a stock split; (b) Notwithstanding Holdings may make payments (whether in cash or through the limitations issuance of Seller Subordinated Notes pursuant to Section 8.2(l)) with respect to stock option plans and stock appreciation rights programs of Holdings and repurchase options and with respect to the repurchase of Holdings Common Stock, Holdings Preferred Stock and Junior Subordinated Notes upon the termination of employment, death, permanent disability or retirement of its employees or management (and Borrower may pay dividends to Holdings solely to allow Holdings to make such payments or repurchases) provided, that the aggregate amount expended or incurred by Holdings pursuant to this clause (b) shall not exceed (i) $1,000,000 in any Fiscal Year of Holdings or (ii) $5,000,000 from and after the Original Closing Date; (c) Borrower may pay dividends to Holdings solely for the purpose of allowing Holdings to pay up to forty percent (40%) of the interest on Restricted Payments set forth the Junior Subordinated Notes pursuant to the terms and subject to the conditions (including, without limitation, the subordination provisions) of the Junior Subordinated Notes, provided that (i) such dividends may only be paid on the date when an interest payment is due (including, without limitation, payments permitted by the terms of the Junior Subordinated Notes after the cure of a default and the termination of any blockage period) and only in the amount of such interest payment when due, and (ii) commencing of the fifth anniversary of the Original Closing Date, additional interest (and related dividends as described above) may be paid on the Junior Subordinated Notes pursuant to Section 8.4(a)1(b) of the Junior Subordinated Notes in an aggregate amount not exceeding the sum of (A) $15,000,000 plus (B) the Borrower's Portion of Excess Cash Flow, if positive; (d) Borrower may pay cash dividends to Holdings solely for the purpose of paying, so long as the proceeds thereof are promptly used by Holdings to pay, franchise taxes and federal, state and local income taxes and interest and penalties with respect thereto, if any, payable by Holdings, provided that any refund shall be promptly returned by Holdings to Borrower; and (xe) there is no Unmatured Event Borrower may pay dividends to Holdings solely for the purpose of Default or Event of Default then outstanding or that would result therefrom, (y) allowing Holdings to pay interest on the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or any outstanding LC Obligations are not Cash Collateralized Seller Subordinated Notes in an amount not less than 105% up to ten percent (10%) per annum of the aggregate outstanding principal amount of the Seller Subordinated Notes pursuant to the terms and subject to the conditions (including, without limitation, the subordination provisions) of the Seller Subordinated Notes, provided that such dividends may only be paid on the date when an interest payment is due (including, without limitation, payments permitted by the terms of the Seller Subordinated Notes after the cure of any default and the termination of any blockage period) and only in 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 Third Amendment 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 Proceedsinterest payment when due. (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 $0.50 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 Third Amendment 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).

Dividends or Other Distributions. (a) Neither the Borrower nor will not, and will not permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (a) dividends or distributions (A) payable solely in the its Capital Stock of the Person making such dividend (other than Redeemable Stock or distribution Exchangeable Stock) or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend (other than Redeemable Stock or distributionExchangeable Stock), (Bb) dividends and or distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”)Borrower, and (yc) cash dividends and distributions payable by a Foreign Subsidiary or a Domestic Subsidiary that is not a Qualified Domestic Subsidiary pro rata to members the holders of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”its outstanding Capital Stock), ; or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower, ; (iii) make any interest, principal or other payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Notes other Indebtedness (including the BUCS) that by its terms is subordinate or any Permitted Refinancing Indebtedness thereof) except junior in right of payment 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”) Obligations (any of the foregoing described in clauses (i) - (iv) such dividend, distribution, purchase, redemption, repayment, repurchase, defeasance, other acquisition, retirement or Investment being hereafter hereinafter referred to as a “"Restricted Payment”"); (b) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a); provided, so long however, that, during such time as (x) there is no Event of Default or Unmatured Event of Default has occurred and is continuing or Event of Default then outstanding or that would result therefrom: (a) Borrower may make any Restricted Payment if, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment Payment, the ratio of (i) Consolidated Debt (excluding, for purposes of this calculation, Indebtedness evidenced by the BUCS) to (ii) Consolidated EBITDA (determined on a Pro Forma Basis both for the last four consecutive Fiscal Quarters for which financial statements were required to be delivered pursuant to Section 7.1(a) and (z7.1(b) if immediately preceding the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 date on which such Restricted Payment is made and on a Pro Forma Basisan Annualized Basis based on the most recently completed Fiscal Quarter for which financial statements were delivered (or were required to be delivered) immediately preceding the date on which such Restricted Payment is made), the Senior Secured Leverage Ratio is shall not in excess of 3.75 exceed 1.0 to 1.00, the Borrower or any Subsidiary of the 1; (b) Borrower may make any Restricted Payment which which, together with all other Restricted Payments made pursuant to this Section 8.4 8.4(b) since the Third Amendment Effective Date date hereof, would not exceed the sum of: (i) $400,000,000, plus (ii) 50% of the consolidated net income aggregate Net Offering Proceeds received by Borrower from the issue or sale of its Capital Stock (as defined in the Senior Subordinated Note (2014other than Redeemable Stock or Exchangeable Stock and other than an issuance or sale of Capital Stock to a Subsidiary or an employee stock ownership or benefit plan) 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 subsequent 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.date hereof; (c) Notwithstanding the foregoing, the Borrower may pay Dividends dividends within 60 days after the date of declaration thereof if at such date of declaration such Dividend dividend would have complied with this Section 8.4; ; (d) Borrower may make payments with respect to stock option plans and stock appreciation rights programs of Borrower and repurchase options and Common Stock upon the termination of employment, death, permanent disability or retirement of its employees, management or consultants, provided, howeverthat the aggregate amount expended by Borrower pursuant to this clause (d) shall not exceed $250,000 in any Fiscal Year of Borrower; (e) Borrower may purchase fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged, that such Dividend shall be included in an amount not to exceed $200,000 in any Fiscal Year of Borrower; and (without duplicationf) in the calculation Borrower may exchange any class or series of Restricted Payments its Capital Stock for purposes another class or series of Section 8.4(bCapital Stock of Borrower (other than Redeemable Stock or Exchangeable Stock). (dg) In addition on or after December 1, 1999, Borrower may make an offer to Restricted Payments permitted redeem the BUCS in whole or in part; provided that (i) at the time of furnishing of the notice of redemption pursuant thereto and on the redemption date, in each case after giving effect to the redemption of the BUCS proposed to be so redeemed and the incurrence of any Indebtedness incurred or that would be required to be incurred by clauses (b) Borrower and its Subsidiaries in connection therewith, the aggregate Available Revolving Commitment of all Lenders shall be equal to or greater than $50,000,000 and (cii) aboveat the time of furnishing of the notice of redemption pursuant thereto and on the redemption date, the Borrower may pay Dividends to any Huntsman Parent Company aggregate market value of the securities into which are contemporaneously applied to pay dividends on common stock of Huntsman Corporation at a rate not to exceed $0.50 per share per annum (such amount the BUCS proposed to be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, stock issuance or similar transactions made after the Third Amendment Effective Date so that redeemed are freely convertible is more than 25% higher than the aggregate amount redemption price of the BUCS proposed to be redeemed (including, without limitation, any premium or other amounts payable upon redemption and accrued and unpaid interest or dividends payable after such transaction is to the same as the amount payable immediately prior to such transactionredemption date).

Dividends or Other Distributions. (a) Neither the No Borrower will, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or Equity Interests (each a “Dividend”) to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company, (2) any other Subsidiary of the Company in compliance with applicable corporation or payable to holders of minority interests other organizational law or (3) any other Person that holds Equity Interests in any Subsidiary so long as of the Borrower Company, if the Company or one of its Subsidiaries simultaneously receives a portion of any other Subsidiary having an interest in such Subsidiary shall receive dividend, distribution or redemption based on its proportionate pro rata share of the Equity Interests of such dividend Subsidiary); 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 Equity Interests of the Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Equity Interests of such Borrower or as permitted under clause (a)(i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”7.12) (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”); (b) Notwithstanding ; provided that the limitations Company may make scheduled principal and interest payments on Restricted Payments set forth Indebtedness permitted pursuant to Section 7.02 in Section 8.4(a)accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and provided, further, that, so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding exists pursuant to Section 8.01(a), (e) or that (f) or would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Company may make any Restricted Payment which which, together with all other Restricted Payments made pursuant to this Section 8.4 7.05(a) since the Third Amendment Effective Date November 1, 2018 would not exceed the sum of: (iI) $400,000,000, plus (ii) 5075% of the consolidated net income (as defined in the Senior Subordinated Note (2014) Indenture) (or, in the case of a Consolidated Net LossIncome for each Fiscal Year, minus 100% commencing with the Fiscal Year ended October 31, 2018, ending immediately prior to the date of such Consolidated Net Loss) of the Borrower Restricted Payment 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 complying with Section 6.01(b) have been delivered pursuant to Section 7.1, plusthe Lenders (it being understood that there shall not be any deductions for any net loss as shown on the Company’s income statement for any Fiscal Year prepared in accordance with GAAP); (iiiII) Available the aggregate Net Offering Proceeds received by the Company from the issue or sale of its Common Stock (including the issuance of Common Stock in conjunction with the exercise of stock options) or Permitted Preferred Stock subsequent to October 31, 2018 (other than an issuance or sale to a Subsidiary or an employee stock ownership plan); and (III) $375,000,000; (b) So long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Company can make a Soterra Disposition in the form of a dividend payment of its Equity ProceedsInterests in Soterra LLC, or the Company may make a Restricted Payment from the Net Sale Proceeds of any Soterra Disposition when the Net Sale Proceeds thereof are not used to make a substantially contemporaneous exchange for, or acquisition of, other timberland properties, and any Subsidiary may declare and make dividend payments and other distributions so long as any such payments pursuant thereto by any non-Wholly-Owned Subsidiary of the Company are made on a pro rata basis to such Subsidiary’s shareholders generally. (c) On and after the date on which the Company achieves Dual Investment Grade Status, and for so long as such Dual Investment Grade Status exists, the Company may make Restricted Payments without restriction; provided that (i) no Default or Event of Default has occurred, is continuing or would result therefrom and (ii) that in the event that Dual Investment Grade Status ceases to exist, any Restricted Payments made pursuant to this Section 7.05(c) shall be counted for purposes of the calculation of Restricted Payments (as if such Restricted Payments had been made pursuant to Section 7.05(a)) and determining the Company’s ability to make Restricted Payments pursuant to Section 7.05(a). Notwithstanding the foregoing, (x) the Borrower Company may pay Dividends of up to the lesser of (I) $0.01 per share of Class A Common Stock for each four consecutive Fiscal Quarters and (II) $300,000 for each consecutive Fiscal Quarter, and the Company 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 8.47.05; provided, however, provided that such Dividend if permitted only by Section 7.05(a) shall be included (without duplication) in the calculation of the amount of Restricted Payments Payment for purposes purpose of Section 8.4(b7.05(a). (d) In addition to Restricted Payments permitted by clauses (b) ; and (cy) above, the Borrower Company may pay Dividends and make other Restricted Payments not otherwise permitted under this Agreement if (I) no Default or Event of Default is existing or would result therefrom and (II) the Leverage Ratio, immediately after giving pro forma effect to any Huntsman Parent Company which are contemporaneously applied to pay dividends on common stock of Huntsman Corporation at a rate not to exceed $0.50 per share per annum (such amount to Dividend or Restricted Payment, shall be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, stock issuance or similar transactions made after the Third Amendment Effective Date so that the aggregate amount of dividends payable after such transaction is the same as the amount payable immediately prior to such transactionless than 3:00:1).

Dividends or Other Distributions. (a) Neither the No Borrower will nor will permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distribution, and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share of such dividend compliance with applicable corporation 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”), other organizational law; or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Capital Stock of such Borrower or as permitted in (i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i8.2(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) 8.12); (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however, Company may make scheduled principal and interest payments on Indebtedness permitted pursuant to Section 8.2 in accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable Company or a Subsidiary of Company to pay their taxes as they legally become due; and; provided, further, that: (ba) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding exists pursuant to Sections 10.1(a), (e), or that (f) or would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Company may make any Restricted Payment which which, together with all other Restricted Payments made pursuant to this Section 8.4 8.5(a) and Section 8.5(c) since the Third Amendment Effective Date date hereof would not exceed the sum of: (i) $400,000,00050% of Consolidated Net Income for each Fiscal Year ending during the period beginning on November 1, plus2004 and ending immediately prior to the date of such Restricted Payment and for which financial statements complying with Section 7.1(b) have been delivered to the Lenders (it being understood that there shall not be any deductions for any net loss as shown on the Company’s income statement for any Fiscal Year prepared in accordance with GAAP); (ii) 50% the aggregate Net Offering Proceeds received by Company from the issue or sale of its Common Stock (including the consolidated net income issuance of Common Stock in conjunction with the exercise of stock options) or Permitted Preferred Stock subsequent to November 1, 2004 (as defined in the Senior Subordinated Note (2014) Indenture) (or, in the case of other than an issuance or sale to 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, plusSubsidiary or an employee stock ownership plan); and (iii) Available Equity Proceeds$75,000,000. (b) so long as no Unmatured Event of Default or Event of Default has occurred and is continuing or would result therefrom, Company can make a Soterra Disposition in the form of a dividend payment of its Capital Stock in Soterra LLC, or Company may make a Restricted Payment from the Net Sale Proceeds of any Soterra Disposition when the Net Sale Proceeds thereof are not used to make a substantially contemporaneous exchange for, or acquisition of, other timberland properties, and any Subsidiary may declare and make dividend payments and other distributions so long as any such payments pursuant thereto by any non-Wholly-Owned Subsidiary of the Company are made on a pro rata basis to such Subsidiary’s shareholders generally; and (c) on and after the date on which the Company achieves Dual Investment Grade Status, and for so long as such Dual Investment Grade Status exists, Company may make Restricted Payments provided that no Unmatured Event of Default or Event of Default has occurred, is continuing or would result therefrom; provided, however, in the event that Dual Investment Grade Status ceases to exist, any Restricted Payments made pursuant to this Section 8.5(c) shall be counted for purposes of the calculation of Restricted Payments (as if such Restricted Payments had been made pursuant to Section 8.5(a)) and determining Company’s ability to make Restricted Payments pursuant to Section 8.5(a). Notwithstanding the foregoing, Company may pay dividends of up to the Borrower lesser of (I) $0.01 per share of Class A Common Stock for each four consecutive Fiscal Quarters and (II) $250,000 for each consecutive Fiscal Quarter, and Company 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 8.48.5; provided, however, that such Dividend if permitted only by Section 8.5(a) shall be included (without duplication) in the calculation of the amount of Restricted Payments Payment for purposes purpose of Section 8.4(b8.5(a). (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 $0.50 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 Third Amendment 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).

Dividends or Other Distributions. (a) Neither the No Borrower will, nor will it, permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution (other than Disqualified Preferred Stock) or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (other than Disqualified Preferred Stock) and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share compliance with applicable corporation law; provided that the amount of such dividend dividends or distribution distributions under this clause (“Dividends”)2) which are paid or made to any Person other than an Unrestricted Entity shall be included for purposes of calculating compliance with clause (b) below, and shall be permitted only to the extent they are permitted under clause (yb) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Capital Stock of such Borrower or as permitted in (i)(A) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness that is either subordinate or junior in right of payment to the Obligations (or any other than refinancings of such Indebtedness with the proceeds of Permitted Refinancing Indebtedness thereof) except to the extent set forth in and other than Intercompany Indebtedness subordinated as a result of Section 8.11(i8.2(j)) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Restricted Investment; (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however, (a) Company or a Subsidiary may make distributions to the extent necessary to enable Company or a Subsidiary of Company to pay their (i) general administrative costs and expenses, (ii) taxes as they legally become due and (iii) to the extent such distributions are made to a Loan Party, any obligation under a Tax Sharing Agreement, and (b) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Event of Default or Unmatured Event of Default has occurred and is continuing or Event of Default then outstanding or that would result therefrom, (y) therefrom and Company is in pro forma compliance with the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before financial covenants set forth in Sections 9.1 and after giving effect to such Restricted Payment 9.2 on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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 for the period (treated as one accounting period) from June 30, 2006 to the end of four Fiscal Quarters ending with the most recent recently ended Fiscal Quarter of Company for which financial statements have been delivered to Administrative Agent pursuant to Section 7.17.1 both immediately before and immediately after giving effect to such Restricted Payments, plus (iii) Available Equity Proceeds. (c) Company or any Subsidiary of Company may make any Restricted Payment which would not result in a violation of any Senior Note Indenture or any document governing any Permitted Refinancing Indebtedness in respect thereof. Notwithstanding the foregoing, the Borrower (i) Company 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; provided8.5, however(ii) any Wholly-Owned Subsidiary may purchase, that such Dividend shall be included redeem or otherwise acquire or exchange its Capital Stock for the Capital Stock of another Wholly-Owned Subsidiary, (without duplicationiii) in Company may issue Capital Stock contemplated by the calculation of Restricted Payments for purposes of Section 8.4(b). (d) In addition to Restricted Payments permitted by clauses (b) Shareholder Rights Plan and (civ) above, the Borrower Company 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 $0.50 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 Third Amendment 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)enter into and perform its obligations under Permitted Call Spread Transactions.

Dividends or Other Distributions. (a) Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than (x) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distributionStock, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution distribution; provided that the amount of such dividends or distributions under this clause (B) which are paid to any Person other than the Borrower or its Subsidiaries shall be included for purposes of calculating compliance with Section 8.4(b), and shall be permitted only to the extent they are permitted under Sections 8.4(b) (“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 Permitted Unsecured Debt (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 (op) of Section 8.7 (“Unrestricted Investments”) or (v) make any Capital Expenditure except to the extent permitted by clauses (a) through (c) of Section 9.1 (any of the foregoing described in clauses (i) - (ivv) 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 (x) there is no Unmatured Event of Default or Event of Default then outstanding or that would result therefrom, (y) therefrom and the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) in pro forma compliance with the financial covenants set forth in Sections 9.2 and 9.3 both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 1.00Payments, the Borrower or any Wholly-Owned 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 Third Amendment Effective Date date hereof that are still outstanding would not exceed the sum of: (i) $400,000,00025,000,000, plus (ii) 50% of the consolidated net income (as defined in the Senior Subordinated Note (2014) Indenture) Consolidated Net Income (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 30April 1, 2006 2005 to the end of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1, with Consolidated Net Income or Consolidated Net Loss being adjusted for extraordinary items; 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 $0.50 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 Third Amendment 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).

Dividends or Other Distributions. (a) Neither the Borrower The Company will not, nor will it permit any of its Subsidiaries will: to, (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or Equity Interests (each a “Dividend”) to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company, (2) any other Subsidiary of the Company in compliance with applicable corporation or payable to holders of minority interests other organizational law or (3) any other Person that holds Equity Interests in any Subsidiary so long as of the Borrower Company, if the Company or one of its Subsidiaries simultaneously receives a portion of any other Subsidiary having an interest in such Subsidiary shall receive dividend, distribution or redemption based on its proportionate pro rata share of the Equity Interests of such dividend or distribution (“Dividends”Subsidiary), 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 Equity Interests of the BorrowerCompany or the Borrower other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of the Company) of other Equity Interests of the Company or the Borrower or as permitted under clause (a)(i)(B) above; or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(h) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”7.12) (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”); (b) Notwithstanding ; provided that the limitations Company may make scheduled principal and interest payments on Restricted Payments set forth Indebtedness permitted pursuant to Section 7.02 in Section 8.4(a)accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and provided, further, that, so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding exists pursuant to Section 8.01(a), (e) or that (f) or would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Company may make any Restricted Payment which which, together with all other Restricted Payments made pursuant to this Section 8.4 7.05(a) since the Third Amendment Effective Date November 1, 2018 would not exceed the sum of: (iI) $400,000,000, plus (ii) 5075% of the consolidated net income (as defined in the Senior Subordinated Note (2014) Indenture) (or, in the case of a Consolidated Net LossIncome for each Fiscal Year, minus 100% commencing with the Fiscal Year ended October 31, 2021, ending immediately prior to the date of such Consolidated Net Loss) of the Borrower Restricted Payment 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 complying with Section 6.01(b) have been delivered pursuant to Section 7.1, plusthe Lenders (it being understood that there shall not be any deductions for any net loss as shown on the Company’s income statement for any Fiscal Year prepared in accordance with GAAP); (iiiII) Available the aggregate Net Offering Proceeds received by the Company from the issue or sale of its Common Stock (including the issuance of Common Stock in conjunction with the exercise of stock options) or Permitted Preferred Stock subsequent to October 31, 2021 (other than an issuance or sale to a Subsidiary or an employee stock ownership plan); and (III) $475,000,000; (b) So long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Company can make a Soterra Disposition in the form of a dividend payment of its Equity ProceedsInterests in Soterra LLC, or the Company may make a Restricted Payment from the Net Sale Proceeds of any Soterra Disposition when the Net Sale Proceeds thereof are not used to make a substantially contemporaneous exchange for, or acquisition of, other timberland properties, and any Subsidiary may declare and make dividend payments and other distributions so long as any such payments pursuant thereto by any non-Wholly-Owned Subsidiary of the Company are made on a pro rata basis to such Subsidiary’s shareholders generally. (c) On and after the date on which the Company achieves Dual Investment Grade Status, and for so long as such Dual Investment Grade Status exists, the Company may make Restricted Payments without restriction; provided that (i) no Default or Event of Default has occurred, is continuing or would result therefrom and (ii) that in the event that Dual Investment Grade Status ceases to exist, any Restricted Payments made pursuant to this Section 7.05(c) shall be counted for purposes of the calculation of Restricted Payments (as if such Restricted Payments had been made pursuant to Section 7.05(a)) and determining the Company’s ability to make Restricted Payments pursuant to Section 7.05(a). Notwithstanding the foregoing, (x) the Borrower Company may pay Dividends of up to the lesser of (I) $0.01 per share of Class A Common Stock for each four consecutive Fiscal Quarters and (II) $300,000 for each consecutive Fiscal Quarter, and the Company 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 8.47.05; provided, however, provided that such Dividend if permitted only by Section 7.05(a) shall be included (without duplication) in the calculation of the amount of Restricted Payments Payment for purposes purpose of Section 8.4(b7.05(a). (d) In addition to Restricted Payments permitted by clauses (b) ; and (cy) above, the Borrower Company may pay Dividends and make other Restricted Payments not otherwise permitted under this Agreement if (I) no Default or Event of Default is existing or would result therefrom and (II) the Leverage Ratio, immediately after giving pro forma effect to any Huntsman Parent Company which are contemporaneously applied to pay dividends on common stock of Huntsman Corporation at a rate not to exceed $0.50 per share per annum (such amount to Dividend or Restricted Payment, shall be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, stock issuance or similar transactions made after the Third Amendment Effective Date so that the aggregate amount of dividends payable after such transaction is the same as the amount payable immediately prior to such transactionless than 3:50:1.00).

Dividends or Other Distributions. (a) Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than (x) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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 (or) 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 (x) there is no Unmatured Event of Default or Event of Default then outstanding or that would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 8.4(b) since the Third Amendment 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 $0.50 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 Third Amendment 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). (e) The Borrower or any Subsidiary may make Restricted Payments to Huntsman Corporation, the proceeds of which will be used to pay any Parent IPO Expenses. (f) (i) So long as the Venator IPO Outside Date has not occurred and so long as no Event of Default under Section 10.1(e) or (f) shall have occurred and be continuing, any Subsidiary of the Borrower may make Restricted Payments, and the Borrower may make non-cash Restricted Payments, in connection with the Venator IPO Transactions solely for the purpose of effectuating the Venator IPO Transactions, including (x) the Initial Venator IPO Transaction and (y) subject to satisfaction of the Venator Release Conditions, the designation of Venator and its Subsidiaries as Unrestricted Subsidiaries substantially concurrently with the Initial Venator IPO Transaction and (ii) so long as no Event of Default under Section 10.1(e) or (f) shall have occurred and be continuing, the Borrower and its Subsidiaries may consummate any Subsequent Venator Distributions.

Dividends or Other Distributions. (a) Neither the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries willto, directly or indirectly, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than Stock in respect of such Capital Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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”Borrower), (ii) purchase, redeem or otherwise acquire or retire for value any of its Capital Stock (other than Capital Stock held by Borrower or a Wholly-Owned Subsidiary of the Borrower), (iii) make a loan (a “Shareholder Loan”) to any direct or indirect owner of its Capital Stock, (iv) pay any Management Fees or (v) make any principal payment on or on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Notes (Permitted Unsecured Debt or any Permitted Refinancing Indebtedness thereof) except that is subordinate or junior in right of payment 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”) Obligations (any of the foregoing described in clauses (i) - (iv) such non-excepted dividend, distribution, purchase, redemption, repurchase, other acquisition, retirement or Shareholder Loan or payment being hereafter hereinafter referred to as a “Restricted Payment”); (b) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding or that would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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 duplicationw) 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 make payments described under clause (v) above with proceeds of Permitted Unsecured Debt, Senior Secured Notes or Additional Term B Loans, in each case, to any Huntsman Parent Company which are contemporaneously the extent such Indebtedness is permitted to be incurred hereunder and is not otherwise required to be applied to pay dividends on common stock of Huntsman Corporation at a rate not prepay Loans pursuant to exceed $0.50 per share per annum (such amount to be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, stock issuance Section 4.2(e) or similar transactions made after the Third Amendment 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).Section

Dividends or Other Distributions. (a) Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than (x) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distributionStock, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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 (x) there is no Unmatured Event of Default or Event of Default then outstanding or that would result therefrom, (y) 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 Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Payments 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 Third Amendment 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 $0.50 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 Third Amendment 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).

Dividends or Other Distributions. (a) Neither the No Borrower shall, nor shall it permit any of its Restricted Subsidiaries willto, directly or indirectly, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than Stock in respect of such Capital Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the a Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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”a Borrower), (ii) purchase, redeem or otherwise acquire or retire for value any of its Capital Stock (other than Capital Stock held by a Borrower or a Wholly-Owned Subsidiary of the a Borrower), (iii) make a loan (a “Shareholder Loan”) to any direct or indirect owner of its Capital Stock, (iv) pay any Management Fees or (v) make any principal payment on or on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Notes (Permitted Unsecured Debt or any Permitted Refinancing Indebtedness thereof) except that is subordinate or junior in right of payment 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”) Obligations (any of the foregoing described in clauses (i) - (iv) such non-excepted dividend, distribution, purchase, redemption, repurchase, other acquisition, retirement or Shareholder Loan or payment being hereafter hereinafter referred to as a “Restricted Payment”); (b) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding or that would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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 (w) a Borrower may make payments described under clause (v) above with proceeds of Permitted Unsecured Debt, Senior Secured Notes or Additional Term B Loans, in each case, to the extent such Dividend shall Indebtedness is permitted to be included incurred hereunder and is not otherwise required to be applied to prepay Loans pursuant to Section 4.2(e) or Section 4.2(f) of the Term Credit Agreement; provided, further, however, that proceeds of Senior Secured Notes and Additional Term B Loans may not be used to make such payments with respect to Indebtedness that is subordinate or junior in right of payment to the Obligations, (without duplicationx) in a Borrower may make payments described under clause (v) above with proceeds of a Qualified Public Offering to the calculation extent such proceeds are not otherwise required to be applied to prepay Loans pursuant to Section 4.2(d) of Restricted Payments for purposes of Section 8.4(b). (d) In addition to Restricted Payments permitted by clauses (b) the Term Credit Agreement, and (cy) above, the a Borrower may pay Dividends make payments pursuant to any Huntsman Parent Company which are contemporaneously applied to pay dividends on common stock the terms of Huntsman Corporation at a rate not to exceed $0.50 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 Third Amendment 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)Tax Sharing Agreement.

Dividends or Other Distributions. (a) Neither the Borrower nor Holdings will not, and will not permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock ("Dividend") or to the direct or indirect holders of its Capital Stock, other than Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the any Borrower or a Wholly-Owned Subsidiary of the any Borrower that is a Subsidiary Guarantor); or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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 BorrowerHoldings or any of its Subsidiaries (any such dividend, (iii) make any principal payment on or distribution, purchase, defeaseredemption, redeemrepurchase, prepaydefeasance, other acquisition, retirement or otherwise acquire Investment being hereinafter referred to as a "Restricted Payment"); provided, however, that, during such time as no Event of Default or retire for value, prior Unmatured Event of Default has occurred and is continuing or would result therefrom (other than with respect 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 and (od) below): (a) any Subsidiary of Section 8.7 (“Unrestricted Investments”) (Borrower may pay dividends to Borrower or any Wholly-Owned Subsidiary of Borrower that is a Subsidiary Guarantor, and Holdings may distribute shares of its Common Stock to holders of the foregoing described in clauses (i) - (iv) being hereafter referred to same or another class of its Common Stock as a “Restricted Payment”)stock dividend or in connection with a stock split; (b) Notwithstanding Holdings may make payments (whether in cash or through the limitations issuance of Seller Subordinated Notes pursuant to Section 8.2(l)) with respect to stock option plans and stock appreciation rights programs of Holdings and repurchase options and with respect to the repurchase of Holdings Common Stock, Holdings Preferred Stock and Junior Subordinated Notes upon the termination of employment, death, permanent disability or retirement of its employees or management (and Borrowers and LISN Holdings may pay dividends to Holdings solely to allow Holdings to make such payments or repurchases) provided, that the aggregate amount expended or incurred by Holdings pursuant to this clause (b) shall not exceed (i) $1,000,000 in any Fiscal Year of Holdings or (ii) $5,000,000 from and after the Closing Date; (c) Borrowers and LISN Holdings may pay dividends to LISN Holdings and Holdings solely for the purpose of allowing Holdings to pay up to forty percent (40%) of the interest on Restricted Payments set forth the Junior Subordinated Notes pursuant to the terms and subject to the conditions (including, without limitation, the subordination provisions) of the Junior Subordinated Notes, provided that (i) such dividends may only be paid on the date when an interest payment is due (including, without limitation, payments permitted by the terms of the Junior Subordinated Notes after the cure of a default and the termination of any blockage period) and only in the amount of such interest payment when due, (ii) no such dividends may be paid to or by LISN Holdings until such time as LISN Holdings is a Wholly-Owned Subsidiary of Holdings and (iii) commencing of the fifth anniversary of the Closing Date, additional interest (and related dividends as described above) may be paid on the Junior Subordinated Notes pursuant to Section 8.4(a)1(b) of the Junior Subordinated Notes in an aggregate amount not exceeding the sum of (A) $15,000,000 plus (B) the Borrowers' Portion of Excess Cash Flow, if positive; (d) Borrowers and LISN Holdings may pay cash dividends to LISN Holdings and Holdings solely for the purpose of paying, so long as the proceeds thereof are promptly used by Holdings to pay, franchise taxes and federal, state and local income taxes and interest and penalties with respect thereto, if any, payable by Holdings or LISN Holdings, provided that (xA) there is no Unmatured Event of Default any refund shall be promptly returned by Holdings or Event of Default then outstanding or that would result therefrom, (y) the Borrower is able LISN Holdings to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis Borrowers and (zB) if no 118 120 such dividends may be paid to or by LISN Holdings until such time as LISN Holdings is a Wholly-Owned Subsidiary of Holdings; and (e) Borrowers and LISN Holdings may pay dividends to LISN Holdings and Holdings solely for the Assigned Dollar Value purpose of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or any outstanding LC Obligations are not Cash Collateralized allowing Holdings to pay interest on the Seller Subordinated Notes in an amount not less than 105% up to ten percent (10%) per annum of the aggregate outstanding principal amount of the Seller Subordinated Notes pursuant to the terms and subject to the conditions (including, without limitation, the subordination provisions) of the Seller Subordinated Notes, provided that (i) such dividends may only be paid on the date when an interest payment is due (including, without limitation, payments permitted by the terms of the Seller Subordinated Notes after the cure of any default and the termination of any blockage period) and only in the amount of such outstanding LC Obligations and, both before interest payment when due 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 Third Amendment Effective Date would not exceed the sum of: (i) $400,000,000, plus (ii) 50% no such dividends may be paid to or by LISN Holdings until such time as LISN Holdings is a Wholly-Owned Subsidiary 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 ProceedsHoldings. (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 $0.50 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 Third Amendment 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).

Dividends or Other Distributions. (a) Neither the Borrower Company will not, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the Qualified Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the Qualified Capital Stock of the Person making such dividend or distribution, and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share compliance with applicable corporation law; provided that the amount of such dividend dividends or distribution distributions under this clause (“Dividends”)2) which are paid or made to any Person other than an Unrestricted Entity shall be included for purposes of calculating compliance with clause (b) below, and shall be permitted only to the extent they are permitted under clause (yb) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Company other than in exchange for, or out of proceeds of, the Borrower, substantially concurrent issuance (other than to an Affiliate of Company) of other Capital Stock of Company or as permitted in (i)(A) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness that is either subordinate or junior in right of payment to the Obligations (other than with the net cash proceeds from, or any in exchange for, an incurrence of Permitted Refinancing Indebtedness thereofand other than Intercompany Indebtedness subordinated as a result of Section 8.2(j)) except to the extent set forth and it being understood that Indebtedness shall not be deemed subordinate or junior in Section 8.11(i) right of payment on account of being unsecured or being secured with greater or lower priority or (iv) make any Restricted 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 hereinafter referred to as a “Restricted Payment”); provided, however, that: (a) Company or a Subsidiary may make distributions to the extent necessary to enable Company or a Subsidiary of Company to pay their (i) general administrative costs and expenses, (ii) Taxes as they legally become due and (iii) to the extent such distributions are made to a Credit Party, any obligation under a Tax Sharing Agreement; (b) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Event of Default or Unmatured Event of Default has occurred and is continuing or Event of Default then outstanding or that would result therefrom, (y) therefrom and Company is in pro forma compliance with the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment financial covenant set forth in Article IX on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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 for the period (treated as one accounting period) from June 30, 2006 to the end of four Fiscal Quarters ending with the most recent recently completed Fiscal Quarter of Company for which financial statements have been delivered to the Administrative Agent pursuant to Section 7.17.1 both immediately before and immediately after giving effect to such Restricted Payments, plus Company or any Subsidiary of Company may make any Restricted Payment which would not result in a violation of the Senior Note (iii2022) Available Equity Proceeds.Indenture, the Senior Note (2023) Indenture, or any document governing any Permitted Refinancing Indebtedness in respect thereof; (c) if the Target Acquisition is not consummated for any reason, Company and its Subsidiaries may make Restricted Payments to purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value any or all of the Senior Notes (Target Acquisition) and to pay any break-up fee or similar fees and expenses incurred in connection with the failure to consummate the Target Acquisition; (d) Company or any Subsidiary may make payments permitted by Section 8.8(b) to the extent such payments constitute Dividends; (e) Company or any Subsidiary may repurchase Capital Stock issued to current or former employees, officers, directors or managers upon death, disability or termination of employment of such person or pursuant to the terms of any subscription, stockholder or other agreement or plan approved by Company’s or such Subsidiary’s board of directors; (f) Company and any Subsidiary may repurchase Capital Stock (including Qualified Capital Stock) upon the exercise of stock options, warrants or other convertible or exchangeable securities if such Capital Stock or Qualified Capital Stock represents a portion of the exercise, conversion or exchange price thereof; (g) Company or any Subsidiary may make repurchases of Capital Stock by Company or any Subsidiary deemed to occur upon the withholding of a portion of the Capital Stock granted or awarded to a current or former director, officer, employee, manager or director of such Person, or consultant or advisor or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) to pay for the Taxes payable by such Person upon such grant or award (or upon the vesting thereof); (h) Company or any Subsidiary may (i) pay cash in lieu of fractional Capital Stock in connection with any Dividend and (ii) honor any conversion request by a holder of convertible Indebtedness or convertible Qualified Capital Stock and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness or convertible Qualified Capital Stock in accordance with its terms; (i) Company or any Subsidiary may make Restricted Payments (i) to shareholders of the Target in connection with the Target Acquisition and (ii) to redeem, repurchase or repay all or a portion of Indebtedness in respect of the Existing Target Credit Facilities, the Existing Target Notes and the Existing Target Subordinated Debt; (j) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom Company and its Subsidiaries may make Restricted Payments in connection with a Permitted Reorganization; (k) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom, Company and its Subsidiaries may declare and pay dividends to holders of any class or series of Disqualified Capital Stock issued pursuant to Section 8.2; provided that such dividends shall not violate clause (iii) of the definition of Disqualified Capital Stock; and (l) Company and its Subsidiaries may make Restricted Payments made in exchange for, or in an amount equal to the net cash proceeds of, the substantially concurrent sale (other than to Company or any of its Subsidiaries) of, Capital Stock of Company (other than Disqualified Capital Stock). Notwithstanding the foregoing, the Borrower (i) Company 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; provided8.5, however(ii) any Wholly-Owned Subsidiary may purchase, that such Dividend shall be included redeem or otherwise acquire or exchange its Capital Stock for the Capital Stock of another Wholly-Owned Subsidiary, (without duplicationiii) in Company may issue Capital Stock contemplated by the calculation of Restricted Payments for purposes of Section 8.4(b). (d) In addition to Restricted Payments permitted by clauses (b) Shareholder Rights Agreement and (civ) above, the Borrower Company 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 $0.50 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 Third Amendment 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)enter into and perform its obligations under Permitted Call Spread Transactions.

Dividends or Other Distributions. (a) A. Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than (x) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distributionStock, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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) B. Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding or that would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment Effective Date would not exceed the sum of: (ia) $400,000,000, plus (iib) 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 $0.50 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 Third Amendment 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).

Dividends or Other Distributions. (a) Neither the Borrower Such Holdco Party shall not, nor shall it permit any of its Subsidiaries willPermitted Holdco Subsidiary to, directly or indirectly, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than (x) dividends or distributions (A) payable solely Stock in the Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share respect 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”)Capital Stock, (ii) purchase, redeem or otherwise acquire or retire for value any of its Capital Stock of the BorrowerStock, (iii) make any principal payment on or purchase, defease, redeem, prepay, or otherwise acquire or retire for value, prior a loan to any scheduled final maturity direct or applicable redemption dateindirect holder of its Capital Stock, any Public Notes (or any Permitted Refinancing Indebtedness thereof) except to the extent set forth in Section 8.11(i) or (iv) make pay any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Management Fees (any of the foregoing described in clauses (i) - (iv) such dividend, distribution, purchase, redemption, repurchase, other acquisition, retirement or loan or payment being hereafter hereinafter referred to as a “Restricted Payment”); (b) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding or that would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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) so long as no Default or Event of Default, in each case as defined in the calculation of Credit Agreements, would occur as a result thereof: (a) Holdco I, Group or Holdco II may declare or pay any dividend or make any distribution or retire for value its Capital Stock to the extent the consideration is payable solely in its Capital Stock or in options, warrants or other rights to purchase its Capital Stock, (b) Holdco I may make Restricted Payments for purposes consisting of Section 8.4(bPermitted Tax Distributions, (c) a Permitted Holdco Subsidiary may make Restricted Payments of the types set forth in clauses (i)., (ii) or (iv) of the definition thereof to a Permitted Holdco Subsidiary or Holdco II; (d) In addition to on or after the date of the Final ICI Settlement, any Holdco Party may make Restricted Payments permitted other than Restricted Payments consisting of the Huntsman Interest or any Capital Stock of Holdco II or Group; and (e) Subject to Section 3.07, (i) prior to the Group Formation Date, Holdco II may pay a cash dividend to Holdco I in an amount not in excess of the Permitted Tax Distributions made at such time by clauses (b) Holdco I, and (cii) aboveafter the Group Formation Date, the Borrower Holdco II may pay Dividends a cash dividend to any Huntsman Parent Company which are contemporaneously applied Group, and Group may pay a cash dividend to pay dividends on common stock Holdco I, each in an amount not in excess of Huntsman Corporation the Permitted Tax Distributions made at a rate not to exceed $0.50 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 Third Amendment 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).time by Holdco I.

Dividends or Other Distributions. (a) Neither the Borrower nor Parent will not, and will not permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company that is a Subsidiary Guarantor); or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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 BorrowerParent or any of its Subsidiaries (any such dividend, (iii) make any principal payment on or distribution, purchase, defeaseredemption, redeemrepurchase, prepaydefeasance, other acquisition, retirement 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 hereinafter referred to as a “Restricted Payment”); provided, however, that, during such time as no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom (other than with respect to clauses (a) and (c) below): (a) any Subsidiary of the Company may pay dividends to the Company or any Wholly-Owned Subsidiary of the Company that is a Subsidiary Guarantor. any Foreign Subsidiary that is a non-Wholly-Owned Subsidiary may pay pro-rata dividends and Parent may distribute shares of its Common Stock to holders of the same or another class of its Common Stock and Permitted Parent Preferred Stock to holders of the same or another class of Permitted Parent Preferred Stock as a stock dividend or in connection with a stock split; (b) Notwithstanding Holdings and Parent may make payments with respect to stock option plans and stock appreciation rights programs of Holdings and Parent and repurchase options and Holdings common units, Holdings preferred units and Parent Common Stock and Permitted Parent Preferred Stock upon the limitations on Restricted Payments set forth in Section 8.4(atermination of employment, death, permanent disability or retirement of its employees or management (and the Company may make intercompany loans to Parent and/or pay dividends to Parent and Parent may pay dividends to Holdings solely to allow Holdings or Parent to make such payments or repurchases), provided, that the aggregate amount expended by Holdings and Parent pursuant to this clause (b) shall not exceed $2,300,000 in the aggregate from and after the Closing Date and in no event shall exceed $575.000 in any Fiscal Year (provided that (i) the foregoing proviso shall not apply to amounts expended by Holdings or Parent pursuant to this clause (b) solely from (x) cash proceeds received from new issuances if received substantially contemporaneously with and used solely to affect a redemption of an executive’s equity interests and (y) the proceeds of key man life insurance if the proceeds are used to repurchase the equity interests described above from a deceased employee or manager. and (ii) Holdings may repurchase interests of its Capital Stock from management of the Company or any Subsidiary through the cancellation of Indebtedness owing by such officer or manager); and (c) The Company may pay cash dividends to Parent and Parent may pay dividends to Holdings solely for the purpose of paying. so long as the proceeds thereof are promptly used by Holdings or Parent to pay (x) there is no Unmatured Event reasonable out of Default pocket expenses of GTCR Fund VII, GTCR Fund VII/A and GTCR Co-Invest and their Affiliates to the extent incurred solely in connection with GTCR Fund VII’s, GTCR Fund VII/A’s and GTCR Co-Invest’s or Event of Default then outstanding or that would result therefromsuch Affiliates’ investment in, and solely on behalf of, Parent and the Company, (y) franchise taxes and federal, state and local income taxes and interest and penalties with respect thereto, if any, payable by Holdings or Parent, provided that any refund shall be promptly returned by Holdings and Parent to the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis Company and (z) if the Assigned Dollar Value out of all outstanding Revolving Loans pocket expenses relating to accounting and Swing Line Loans exceeds $0 or 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 tax matters 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 Third Amendment 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) (orde minimus corporate expenses, in the each 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 8.4payable by Holdings or Parent; provided, however, that such Dividend shall be included (without duplication) in the calculation of Restricted Payments for purposes of Section 8.4(b).and (d) In addition The Company may make intercompany loans 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 or pay dividends on common stock of Huntsman Corporation at a rate not to exceed $0.50 per share per annum (such amount Parent in order to be appropriately adjusted allow Parent to reflect any stock split, reverse stock split, stock dividend, stock issuance or similar transactions made after consummate the Third Amendment 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)Acquisition.

Dividends or Other Distributions. (a) Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than (x) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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 (x) there is no Unmatured Event of Default or Event of Default then outstanding or that would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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 $0.50 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 181 after the Third Amendment 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).

Dividends or Other Distributions. (a) A. Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than (x) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distributionStock, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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) B. Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding or that would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment Effective Date would not exceed the sum of: (ia) $400,000,000, plus (iib) 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 $0.50 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 Third Amendment 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).

Dividends or Other Distributions. (a) Neither the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries willto, directly or indirectly, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than Stock in respect of such Capital Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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”Borrower), (ii) purchase, redeem or otherwise acquire or retire for value any of its Capital Stock (other than Capital Stock held by Borrower or a Wholly-Owned Subsidiary of the Borrower), (iii) make a loan (a "SHAREHOLDER LOAN") to any Holdco Party (as defined in the Holdco Agreement), (iv) pay any Management Fees or (v) make any principal payment on or on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Notes (Polymers Senior Notes, Permitted Junior Debt or any Permitted Refinancing Indebtedness thereof) except that is subordinate or junior in right of payment 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”) Obligations (any of the foregoing described in clauses (i) - (iv) such non-excepted dividend, distribution, purchase, redemption, repurchase, other acquisition, retirement or Shareholder Loan or payment being hereafter hereinafter 84 referred to as a “Restricted Payment”"RESTRICTED PAYMENT"); ; PROVIDED, HOWEVER, that (bw) Notwithstanding Borrower may, under clause (v) above, use the limitations on Restricted Payments set forth Permitted Polymers Notes Repurchase Amount to redeem or repurchase then outstanding Polymers Senior Notes in Section 8.4(aaccordance with SECTION 4.2(e), so long as to the extent that such amount is not otherwise required to be applied to prepay Loans pursuant to SECTION 4.2(e), (x) there is no Unmatured Event Borrower may make payments to Holdco II pursuant to the terms of Default or Event of Default then outstanding or that would result therefromthe Tax Sharing Agreement, (y) the Borrower is able to incur $1 of additional Senior Subordinated Notes may be refinanced with Subordinated Indebtedness under Section 8.2(apermitted by SECTION 8.2(h) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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 applicable Subsidiaries accrued during may consummate 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 ProceedsHIH Unit Transfer. (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 $0.50 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 Third Amendment 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).

Dividends or Other Distributions. (a) Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, Stock (other than (x) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distributionStock, (By) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”), distribution; and (yz) cash distributions to members of effect the Borrower from time to time in accordance with Transactions on the terms of the Tax Sharing Agreement (“Tax Distributions”Amendment/Restatement Effective Date), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower, (iii) make any interest or 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, date any Public Notes (Indebtedness that is subordinate or any Permitted Refinancing Indebtedness thereof) except junior in right of payment to the extent set forth in Section 8.11(i) Obligations (collectively, "RESTRICTED PAYMENTS"); PROVIDED, HOWEVER, that, during such time as no Event of Default 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 (x) there is no Unmatured Event of Default has occurred or Event of Default then outstanding is continuing or that would result therefrom, (y) the Borrower is able may make the following Restricted Payments in any Fiscal Year: (a) dividends as determined by the Board of Directors of the Borrower in its reasonable discretion and (b) such other Restricted Payments not to incur exceed $1 15,000,000 (or the Dollar Equivalent thereof) in the aggregate; PROVIDED that the following conditions shall be satisfied in connection therewith: (i) no Event of additional Indebtedness under Section 8.2(a) both before Default or Unmatured Event of Default shall have occurred and be continuing either 120 immediately prior to or immediately after giving effect to such Restricted Payment payments, (ii) the Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed Fiscal Year of the Borrower and most recent interim fiscal quarter, if applicable, giving effect to such payments and (B) a certificate, which is satisfactory to the Administrative Agent, prepared on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or any outstanding LC Obligations are not Cash Collateralized in an amount not less than 105% historical pro forma basis as of the amount most recent date for which financial statements have been furnished pursuant to SECTION 6.5(a) or SECTION 7.1(a) or (B) giving effect to such payments, which certificate shall demonstrate that no Event of such outstanding LC Obligations and, both before and Default or Unmatured Event of Default would exist immediately after giving effect to such Restricted Payment on a Pro Forma Basispayments, and (iii) if 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 Third Amendment 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 after giving pro forma effect 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 transaction shall be included greater than 1.00 to 1.00, then the payments made with respect to such transaction shall not exceed $50,000,000 (without duplication) in or the calculation of Restricted Payments for purposes of Section 8.4(bDollar Equivalent thereof). (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 $0.50 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 Third Amendment 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).

Dividends or Other Distributions. (a) Neither the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries willto, directly or indirectly, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than Stock in respect of such Capital Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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”Borrower), (ii) purchase, redeem or otherwise acquire or retire for value any of its Capital Stock (other than Capital Stock held by Borrower or a Wholly-Owned Subsidiary of the Borrower), (iii) make a loan (a “Shareholder Loan”) to any Holdco Party (as defined in the Holdco Agreement), (iv) pay any Management Fees or (v) make any principal payment on or on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Notes (Polymers Senior Notes, Permitted Junior Debt or any Permitted Refinancing Indebtedness thereof) except that is subordinate or junior in right of payment 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”) Obligations (any of the foregoing described in clauses (i) - (iv) such non-excepted dividend, distribution, purchase, redemption, repurchase, other acquisition, retirement or Shareholder Loan or payment being hereafter hereinafter referred to as a “Restricted Payment”); (b) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding or that would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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 (w) Borrower may, under clause (v) above, use the Permitted Polymers Notes Repurchase Amount to redeem or repurchase then outstanding Polymers Senior Notes in accordance with Section 4.2(e), to the extent that such Dividend shall amount is not otherwise required to be included applied to prepay Loans pursuant to Section 4.2(e), (without duplicationx) in Borrower may make payments to Holdco II pursuant to the calculation terms of Restricted Payments for purposes of Section 8.4(b). the Tax Sharing Agreement, (dy) In addition to Restricted Payments the Senior Subordinated Notes may be refinanced with Subordinated Indebtedness permitted by clauses (bSection 8.2(h) and (cz) above, Borrower and its applicable Subsidiaries may consummate 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 $0.50 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 Third Amendment 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)HIH Unit Transfer.

Dividends or Other Distributions. (a) Neither the No Borrower will, nor will it, permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution (other than Disqualified Preferred Stock) or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (other than Disqualified Preferred Stock) and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share compliance with applicable corporation law; provided that the amount of such dividend dividends or distribution distributions under this clause (“Dividends”)2) which are paid or made to any Person other than an Unrestricted Entity shall be included for purposes of calculating compliance with clause (b) below, and shall be permitted only to the extent they are permitted under clause (yb) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Capital Stock of such Borrower or as permitted in (i)(A) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness that is either subordinate or junior in right of payment to the Obligations (or any other than refinancings of such Indebtedness with the proceeds of Permitted Refinancing Indebtedness thereof) except to the extent set forth in and other than Intercompany Indebtedness subordinated as a result of Section 8.11(i8.2(j)) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Restricted Investment; (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however, (a) Company or a Subsidiary may make distributions to the extent necessary to enable Company or a Subsidiary of Company to pay their (i) general administrative costs and expenses and (ii) taxes as they legally become due, and (b) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Event of Default or Unmatured Event of Default has occurred and is continuing or Event of Default then outstanding or that would result therefrom, (y) therefrom and Company is in pro forma compliance with the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before financial covenants set forth in Sections 9.1 and after giving effect to such Restricted Payment 9.2 on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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 for the period (treated as one accounting period) from June 30, 2006 to the end of four Fiscal Quarters ending with the most recent recently ended Fiscal Quarter of Company for which financial statements have been delivered to Administrative Agent pursuant to Section 7.17.1 both immediately before and immediately after giving effect to such Restricted Payments, plus (iii) Available Equity Proceeds. (c) Company or any Subsidiary of Company may make any Restricted Payment which would not result in a violation of any Senior Note Indenture or any document governing any Permitted Refinancing Indebtedness in respect thereof. Notwithstanding the foregoing, the Borrower (i) Company 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; provided8.5, however(ii) any Wholly-Owned Subsidiary may purchase, that such Dividend shall be included (without duplication) in redeem or otherwise acquire or exchange its Capital Stock for the calculation Capital Stock of Restricted Payments for purposes of Section 8.4(b). (d) In addition to Restricted Payments permitted by clauses (b) another Wholly-Owned Subsidiary and (ciii) above, Company may issue Capital Stock contemplated by 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 $0.50 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 Third Amendment 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)Shareholder Rights Plan.

Dividends or Other Distributions. (a) Neither the No Borrower will nor will permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock ("Dividend") or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distribution, and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share compliance with applicable corporation law; provided that the amount of such dividend dividends or distribution distributions under this clause (“Dividends”)2) which are paid or made to any Person not a member of the Ball Corporate Group shall be included for purposes of calculating compliance with (a) below, and shall be permitted only to the extent they are permitted under clause (ya) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Capital Stock of such Borrower or as permitted in (i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness that is either subordinate or junior in right of payment to the Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.2(k)) or any Indebtedness issued in a public offering or pursuant to a 144A transaction with a final maturity on or after the 2008 Subordinated Note Acceleration Date, in each case, other than with the proceeds of 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”) Restricted Investment; (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “"Restricted Payment”"); (b) Notwithstanding ; provided, however, Company may make scheduled principal and interest payments on Indebtedness permitted pursuant to Section 8.2 in accordance with the limitations on Restricted Payments set forth in Section 8.4(a)terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable Company or a Subsidiary of Company to pay their taxes as they legally become due, and; provided, further, that so long as (x) there is no Event of Default or Unmatured Event of Default has occurred and is continuing or Event of Default then outstanding or that would result therefrom, : (ya) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 Company or 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 Wholly-Owned Subsidiary of the Borrower Company may make any Restricted Payment which which, together with all other Restricted Payments made pursuant to this Section 8.4 8.5(b) since the Third Amendment Effective Date date hereof 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 Income accrued during the period (treated as one accounting period) from June 30December 31, 2006 2002, to the end of the most recent Fiscal Quarter ending at least 45 days prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit), minus 100% of the amount of any write-downs, write-offs, other negative revaluations and other negative extraordinary charges not otherwise reflected in Consolidated Net Income during such period excluding, for which financial statements have been delivered pursuant all purposes of this clause (i), items treated as balance sheet adjustments in respect of foreign currency translations; (ii) the aggregate Net Offering Proceeds received by Company from the issue or sale of its Capital Stock subsequent to Section 7.1, plusthe date hereof (other than an issuance or sale to a Subsidiary or an employee stock ownership plan); (iii) Available Equity Proceeds.to the extent that any Restricted Investment permitted hereunder and made after the date hereof shall be sold for cash during such period, the lesser of (x) the cash return of capital with respect to such Restricted Investment (net of the cost of disposition) and (y) the initial amount of such Restricted Investment; and (civ) $100,000,000; (b) Company may repurchase, redeem, acquire or retire for value Capital Stock of Company or any options therefor pursuant to any management equity subscription agreements, stock option plans or stock appreciation rights programs or owned by or for the benefit of any employees, former employees, directors or former directors, provided, that the aggregate amount expended pursuant to this clause (b) shall not exceed $15,000,000 in the aggregate in any Fiscal Year. Notwithstanding the foregoing, the Borrower Company 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 8.48.5; provided, however, that such Dividend shall be included (without duplication) in the calculation of the amount of Restricted Payments Payment for purposes purpose of Section 8.4(b8.5(a). (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 $0.50 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 Third Amendment 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).

Dividends or Other Distributions. (a) Neither the No Borrower will nor will permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock Equity Interests (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest in 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 Company in accordance compliance with the terms of the Tax Sharing Agreement (“Tax Distributions”applicable corporation or other organizational law), ; or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock Equity Interests of the Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Equity Interests of such Borrower or as permitted under clause (a)(i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) 7.12); (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided that the Company may make scheduled principal and interest payments on Indebtedness permitted pursuant to Section 7.02 in accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and; provided, further, that: (b) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding exists pursuant to Section 8.01(a), (e), or that (f) or would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Company may make any Restricted Payment which which, together with all other Restricted Payments made pursuant to this Section 8.4 7.05(a) since the Third Amendment Effective Date November 1, 2008 would not exceed the sum of: (i) $400,000,00050% of Consolidated Net Income for each Fiscal Year, pluscommencing with the Fiscal Year ended October 31, 2008, ending immediately prior to the date of such Restricted Payment and for which financial statements complying with Section 6.01(b) have been delivered to the Lenders (it being understood that there shall not be any deductions for any net loss as shown on the Company’s income statement for any Fiscal Year prepared in accordance with GAAP); (ii) 50% the aggregate Net Offering Proceeds received by the Company from the issue or sale of its Common Stock (including the consolidated net income issuance of Common Stock in conjunction with the exercise of stock options) or Permitted Preferred Stock subsequent to October 31, 2008 (as defined in the Senior Subordinated Note (2014) Indenture) (or, in the case of other than an issuance or sale to 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, plusSubsidiary or an employee stock ownership plan); and (iii) Available Equity Proceeds.$77,000,000; and (c) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Company can make a Soterra Disposition in the form of a dividend payment of its Equity Interests in Soterra LLC, or the Company may make a Restricted Payment from the Net Sale Proceeds of any Soterra Disposition when the Net Sale Proceeds thereof are not used to make a substantially contemporaneous exchange for, or acquisition of, other timberland properties, and any Subsidiary may declare and make dividend payments and other distributions so long as any such payments pursuant thereto by any non-Wholly-Owned Subsidiary of the Company are made on a pro rata basis to such Subsidiary’s shareholders generally. (d) on and after the date on which the Company achieves Dual Investment Grade Status, and for so long as such Dual Investment Grade Status exists, the Company may make Restricted Payments provided that no Default or Event of Default has occurred, is continuing or would result therefrom; provided that in the event that Dual Investment Grade Status ceases to exist, any Restricted Payments made pursuant to this Section 7.05(d) shall be counted for purposes of the calculation of Restricted Payments (as if such Restricted Payments had been made pursuant to Section 7.05(a)) and determining the Company’s ability to make Restricted Payments pursuant to Section 7.05(a). Notwithstanding the foregoing, the Borrower Company may pay dividends of up to the lesser of (I) $0.01 per share of Class A Common Stock for each four consecutive Fiscal Quarters and (II) $250,000 for each consecutive Fiscal Quarter, and the Company 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 8.47.05; provided, however, provided that such Dividend if permitted only by Section 7.05(a) shall be included (without duplication) in the calculation of the amount of Restricted Payments Payment for purposes purpose of Section 8.4(b7.05(a). (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 $0.50 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 Third Amendment 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).

Dividends or Other Distributions. (a) Neither the Borrower Company will not, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the Qualified Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the Qualified Capital Stock of the Person making such dividend or distribution, and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share compliance with applicable corporation law; provided that the amount of such dividend dividends or distribution distributions under this clause (“Dividends”)2) which are paid or made to any Person other than an Unrestricted Entity shall be included for purposes of calculating compliance with clause (b) below, and shall be permitted only to the extent they are permitted under clause (yb) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Company other than in exchange for, or out of proceeds of, the Borrower, substantially concurrent issuance (other than to an Affiliate of Company) of other Capital Stock of Company or as permitted in (i)(A) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness that is either subordinate or junior in right of payment to the Obligations (other than with the net cash proceeds from, or any in exchange for, an incurrence of Permitted Refinancing Indebtedness thereofand other than Intercompany Indebtedness subordinated as a result of Section 8.2(j)) except to the extent set forth and it being understood that Indebtedness shall not be deemed subordinate or junior in Section 8.11(i) right of payment on account of being unsecured or being secured with greater or lower priority or (iv) make any Restricted 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 hereinafter referred to as a “Restricted Payment”); provided, however, that: (a) Company or a Subsidiary may make distributions to the extent necessary to enable Company or a Subsidiary of Company to pay their (i) general administrative costs and expenses, (ii) Taxes as they legally become due and (iii) to the extent such distributions are made to a Credit Party or among non-Credit Parties, any obligation under a Tax Sharing Agreement; (b) Notwithstanding the limitations on Restricted Payments set forth in Section 8.4(a), so long as (x) there is no Event of Default or Unmatured Event of Default has occurred and is continuing or Event of Default then outstanding or that would result therefrom, (y) therefrom and Company is in pro forma compliance with the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment financial covenant set forth in Article IX on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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 for the period (treated as one accounting period) from June 30, 2006 to the end of four Fiscal Quarters ending with the most recent recently completed Fiscal Quarter of Company for which financial statements have been delivered to the Administrative Agent pursuant to Section 7.17.1 both immediately before and immediately after giving effect to such Restricted Payments, plus Company or any Subsidiary of Company may make any Restricted Payment which would not result in a violation of the Senior Note (iii2022) Available Equity Proceeds.Indenture, the Senior Note (2023) Indenture, or any document governing any Permitted Refinancing Indebtedness in respect thereof; (c) Notwithstanding if the foregoingTarget Acquisition is not consummated for any reason, the Borrower Company and its Subsidiaries 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 make Restricted Payments to purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for purposes value any or all of Section 8.4(b). the Senior Notes (d) In addition to Restricted Payments permitted by clauses (bTarget Acquisition) 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 $0.50 per share per annum (such amount to be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, stock issuance break-up fee or similar transactions made after fees and expenses incurred in connection with the Third Amendment Effective Date so that failure to consummate the aggregate amount of dividends payable after such transaction is the same as the amount payable immediately prior to such transaction).Target Acquisition;

Dividends or Other Distributions. (a) Neither the No Borrower shall, nor shall it permit any of its Restricted Subsidiaries willto, directly or indirectly, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than Stock in respect of such Capital Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the any Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in 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”Borrower), (ii) purchase, redeem or otherwise acquire or retire for value any of its Capital Stock (other than Capital Stock held by any Borrower or a Wholly-Owned Subsidiary of the any Borrower), (iii) make a loan (a "SHAREHOLDER LOAN") to any Holdco Party (as defined in the Holdco Agreement), (iv) pay any Management Fees or (v) make any principal payment on or on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Notes (Polymers Senior Notes, Permitted Junior Debt or any Permitted Refinancing Indebtedness thereof) except that is subordinate or junior in right of payment 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”) Obligations (any of the foregoing described in clauses (i) - (iv) such non-excepted dividend, distribution, purchase, redemption, repurchase, other acquisition, retirement or Shareholder Loan or payment being hereafter hereinafter referred to as a “Restricted Payment”"RESTRICTED PAYMENT"); ; PROVIDED, HOWEVER, that (bw) Notwithstanding the limitations on Restricted Payments set forth Company may, under clause (v) above, use the PERMITTED POLYMERS NOTES REPURCHASE AMOUNT to redeem or repurchase then outstanding Polymers Senior Notes in Section 8.4(a)accordance with SECTION 4.2(e) of the Amended and Restated Credit Agreement, so long to the extent that such amount is not otherwise required to be applied to prepay loans as required by SECTION 4.2(e) of the Amended and Restated Credit Agreement, (x) there is no Unmatured Event the Company may make payments to Holdco II pursuant to the terms of Default or Event of Default then outstanding or that would result therefromthe Tax Sharing Agreement, (y) the Borrower is able to incur $1 of additional Senior Subordinated Notes may be refinanced with Subordinated Indebtedness under Section 8.2(apermitted by SECTION 8.2(h) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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 Company and its applicable Subsidiaries accrued during may consummate 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 ProceedsHIH Unit Transfer. (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 $0.50 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 Third Amendment 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).

Dividends or Other Distributions. (a) Neither the No Borrower will, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or Equity Interests (each a “Dividend”) to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company, (2) any other Subsidiary of the Company in compliance with applicable corporation or payable to holders of minority interests other organizational law or (3) any other Person that holds Equity Interests in any Subsidiary so long as of the Borrower Company, if the Company or one of its Subsidiaries simultaneously receives a portion of any other Subsidiary having an interest in such Subsidiary shall receive dividend, distribution or redemption based on its proportionate pro rata share of the Equity Interests of such dividend Subsidiary); 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 Equity Interests of the Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Equity Interests of such Borrower or as permitted under clause (a)(i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) 7.12); (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”); (b) Notwithstanding ; provided that the limitations Company may make scheduled principal and interest payments on Restricted Payments set forth Indebtedness permitted pursuant to Section 7.02 in Section 8.4(a)accordance with the terms of the documents governing such Indebtedness 138 #47923322 and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and; provided, further, that, so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding exists pursuant to Section 8.01(a), (e) or that (f) or would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Company may make any Restricted Payment which which, together with all other Restricted Payments made pursuant to this Section 8.4 7.05(a) since the Third Amendment Effective Date November 1, 2016 would not exceed the sum of: (iI) $400,000,000, plus (ii) 5075% of the consolidated net income (as defined in the Senior Subordinated Note (2014) Indenture) (or, in the case of a Consolidated Net LossIncome for each Fiscal Year, minus 100% commencing with the Fiscal Year ended October 31, 2016, ending immediately prior to the date of such Consolidated Net Loss) of the Borrower Restricted Payment 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 complying with Section 6.01(b) have been delivered pursuant to Section 7.1, plusthe Lenders (it being understood that there shall not be any deductions for any net loss as shown on the Company’s income statement for any Fiscal Year prepared in accordance with GAAP); (iiiII) Available the aggregate Net Offering Proceeds received by the Company from the issue or sale of its Common Stock (including the issuance of Common Stock in conjunction with the exercise of stock options) or Permitted Preferred Stock subsequent to October 31, 2016 (other than an issuance or sale to a Subsidiary or an employee stock ownership plan); and (III) $300,000,000; (b) So long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Company can make a Soterra Disposition in the form of a dividend payment of its Equity ProceedsInterests in Soterra LLC, or the Company may make a Restricted Payment from the Net Sale Proceeds of any Soterra Disposition when the Net Sale Proceeds thereof are not used to make a substantially contemporaneous exchange for, or acquisition of, other timberland properties, and any Subsidiary may declare and make dividend payments and other distributions so long as any such payments pursuant thereto by any non-Wholly-Owned Subsidiary of the Company are made on a pro rata basis to such Subsidiary’s shareholders generally. (c) On and after the date on which the Company achieves Dual Investment Grade Status, and for so long as such Dual Investment Grade Status exists, the Company may make Restricted Payments without restriction; provided that (i) no Default or Event of Default has occurred, is continuing or would result therefrom and (ii) that in the event that Dual Investment Grade Status ceases to exist, any Restricted Payments made pursuant to this Section 7.05(c) shall be counted for purposes of the calculation of Restricted Payments (as if such Restricted Payments had been made pursuant to Section 7.05(a)) and determining the Company’s ability to make Restricted Payments pursuant to Section 7.05(a). Notwithstanding the foregoing, (x) the Borrower Company may pay Dividends of up to the lesser of (I) $0.01 per share of Class A Common Stock for each four consecutive Fiscal Quarters and (II) $250,000 for each consecutive Fiscal Quarter, and the Company 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 8.47.05; provided, however, provided that such Dividend if permitted only by Section 7.05(a) shall be included (without duplication) in the calculation of the amount of Restricted Payments Payment for purposes purpose of Section 8.4(b7.05(a). (d) In addition to Restricted Payments permitted by clauses (b) ; and (cy) above, the Borrower Company may pay Dividends and make other Restricted Payments not otherwise permitted under this Agreement if (I) no Default or Event of Default is existing or would result 139 #47923322 therefrom and (II) the Leverage Ratio, immediately after giving pro forma effect to any Huntsman Parent Company which are contemporaneously applied to pay dividends on common stock of Huntsman Corporation at a rate not to exceed $0.50 per share per annum (such amount to Dividend or Restricted Payment, shall be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, stock issuance or similar transactions made after the Third Amendment Effective Date so that the aggregate amount of dividends payable after such transaction is the same as the amount payable immediately prior to such transactionless than 3:00:1).

Dividends or Other Distributions. (a) Neither Holdings, the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, Stock (other than (xw) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distributionStock, (Bx) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution distribution; provided, however, that (“Dividends”)i) dividends and distributions made after the Original Closing Date to holders of B shares of UK Holdco 1 shall not exceed £500 per annum (or the Dollar Equivalent thereof) and (ii) dividends and distributions effected by TG shall be permitted only to the extent that there are at such time, no amounts outstanding under the UK Holdco Note, the dividend with respect to its preferred stock has been declared and paid and that such dividends are limited to 1% of total dividends paid to the Borrower with respect to ordinary shares, and (y) cash distributions to Holdings for distribution to the members of the Borrower Holdings from time to time in accordance with to the terms extent that the amounts of such distributions do not exceed the amounts to be made pursuant to Section 3.1(d) and 6.4(b) of the Tax Sharing Limited Liability Company Agreement of Holdings and/or Article 5 of the Limited Liability Company Agreement of the Borrower; provided that in no event shall such distribution exceed forty (“40%) percent of the hypothetical taxable income of Holdings if it was a Corporation under the Code ("Tax Distributions”"), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower, (iii) make any interest or 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 (x) there is no Unmatured Event of Default or Event of Default then outstanding or that would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Third Amendment 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) (orNotes, the Holdings Zero Coupon Notes or any other Indebtedness that is subordinate or junior in the case right 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 payment 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 8.4Obligations; provided, however, that such Dividend notwithstanding anything else herein to the contrary, scheduled interest payments on the Senior Subordinated Notes shall be included (without duplication) in permitted to 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 $0.50 per share per annum (such amount extent required to be appropriately adjusted paid pursuant to reflect any stock split, reverse stock split, stock dividend, stock issuance or similar transactions made after the Third Amendment Effective Date so that terms of the aggregate amount of dividends payable after such transaction is the same as the amount payable immediately prior to such transaction)Senior Subordinated Note Documents.

Dividends or Other Distributions. (a) Neither the No Borrower will, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or Equity Interests (each a “Dividend”) to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company, (2) any other Subsidiary of the Company in compliance with applicable corporation or payable to holders of minority interests other organizational law or (3) any other Person that holds Equity Interests in any Subsidiary so long as of the Borrower Company, if the Company or one of its Subsidiaries simultaneously receives a portion of any other Subsidiary having an interest in such Subsidiary shall receive dividend, distribution or redemption based on its proportionate pro rata share of the Equity Interests of such dividend Subsidiary); 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 Equity Interests of the Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Equity Interests of such Borrower or as permitted under clause (a)(i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) 7.12); (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”); (b) Notwithstanding ; provided that the limitations Company may make scheduled principal and interest payments on Restricted Payments set forth Indebtedness permitted pursuant to Section 7.02 in Section 8.4(a)accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and; provided, further, that, so long as (x) there is no Unmatured Event of Default or Event of Default then outstanding exists pursuant to Section 8.01(a), (e) or that (f) or would result therefrom, (y) the Borrower is able to incur $1 of additional Indebtedness under Section 8.2(a) both before and after giving effect to such Restricted Payment on a Pro Forma Basis and (z) if the Assigned Dollar Value of all outstanding Revolving Loans and Swing Line Loans exceeds $0 or 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 Company may make any Restricted Payment which which, together with all other Restricted Payments made pursuant to this Section 8.4 7.05(a) since the Third Amendment Effective Date November 1, 2016 would not exceed the sum of: (iI) $400,000,000, plus (ii) 5075% of the consolidated net income (as defined in the Senior Subordinated Note (2014) Indenture) (or, in the case of a Consolidated Net LossIncome for each Fiscal Year, minus 100% commencing with the Fiscal Year ended October 31, 2016, ending immediately prior to the date of such Consolidated Net Loss) of the Borrower Restricted Payment 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 complying with Section 6.01(b) have been delivered pursuant to Section 7.1, plusthe Lenders (it being understood that there shall not be any deductions for any net loss as shown on the Company’s income statement for any Fiscal Year prepared in accordance with GAAP); (iiiII) Available the aggregate Net Offering Proceeds received by the Company from the issue or sale of its Common Stock (including the issuance of Common Stock in conjunction with the exercise of stock options) or Permitted Preferred Stock subsequent to October 31, 2016 (other than an issuance or sale to a Subsidiary or an employee stock ownership plan); and (III) $300,000,000; (b) So long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Company can make a Soterra Disposition in the form of a dividend payment of its Equity ProceedsInterests in Soterra LLC, or the Company may make a Restricted Payment from the Net Sale Proceeds of any Soterra Disposition when the Net Sale Proceeds thereof are not used to make a substantially contemporaneous exchange for, or acquisition of, other timberland properties, and any Subsidiary may declare and make dividend payments and other distributions so long as any such payments pursuant thereto by any non-Wholly-Owned Subsidiary of the Company are made on a pro rata basis to such Subsidiary’s shareholders generally. (c) On and after the date on which the Company achieves Dual Investment Grade Status, and for so long as such Dual Investment Grade Status exists, the Company may make Restricted Payments without restriction; provided that (i) no Default or Event of Default has occurred, is continuing or would result therefrom and (ii) that in the event that Dual Investment Grade Status ceases to exist, any Restricted Payments made pursuant to this Section 7.05(c) shall be counted for purposes of the calculation of Restricted Payments (as if such Restricted Payments had been made pursuant to Section 7.05(a)) and determining the Company’s ability to make Restricted Payments pursuant to Section 7.05(a). Notwithstanding the foregoing, (x) the Borrower Company may pay Dividends of up to the lesser of (I) $0.01 per share of Class A Common Stock for each four consecutive Fiscal Quarters and (II) $250,000 for each consecutive Fiscal Quarter, and the Company 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 8.47.05; provided, however, provided that such Dividend if permitted only by Section 7.05(a) shall be included (without duplication) in the calculation of the amount of Restricted Payments Payment for purposes purpose of Section 8.4(b7.05(a). (d) In addition to Restricted Payments permitted by clauses (b) ; and (cy) above, the Borrower Company may pay Dividends and make other Restricted Payments not otherwise permitted under this Agreement if (I) no Default or Event of Default is existing or would result therefrom and (II) the Leverage Ratio, immediately after giving pro forma effect to any Huntsman Parent Company which are contemporaneously applied to pay dividends on common stock of Huntsman Corporation at a rate not to exceed $0.50 per share per annum (such amount to Dividend or Restricted Payment, shall be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, stock issuance or similar transactions made after the Third Amendment Effective Date so that the aggregate amount of dividends payable after such transaction is the same as the amount payable immediately prior to such transactionless than 3:00:1).