ITS
ASSETS TO THE BORROWER OR ANY OTHER WHOLLY-OWNED SUBSIDIARY OF THE BORROWER
(OTHER THAN (I) FROM THE BORROWER OR A DOMESTIC SUBSIDIARY TO A FOREIGN
SUBSIDIARY OR (II) TO A RECEIVABLES SUBSIDIARY);
K.
ANY SUBSIDIARY OF THE BORROWER (OTHER THAN
A RECEIVABLES SUBSIDIARY) MAY VOLUNTARILY LIQUIDATE, WIND-UP OR DISSOLVE;
L.
THE BORROWER AND ITS SUBSIDIARIES MAY,
DIRECTLY OR INDIRECTLY, SELL, CONTRIBUTE AND MAKE OTHER TRANSFERS OF RECEIVABLES
FACILITY ASSETS TO A RECEIVABLES SUBSIDIARY AND SUCH RECEIVABLES SUBSIDIARY MAY
SELL AND MAKE OTHER TRANSFERS OF RECEIVABLES FACILITY ASSETS TO THE ISSUER, IN
EACH CASE PURSUANT TO THE RECEIVABLES DOCUMENTS UNDER A PERMITTED ACCOUNTS
RECEIVABLE SECURITIZATION;
M.
FOREIGN SUBSIDIARIES MAY ENTER INTO FOREIGN
FACTORING TRANSACTIONS; AND
N.
THE BORROWER AND ITS SUBSIDIARIES MAY
CONSUMMATE THE US COMMODITY BUSINESS SALE PROVIDED THAT NOT LESS THAN 75% OF THE
NET SALE PROCEEDS THEREFROM ARE USED WITHIN 90 DAYS TO (I) REPAY SENIOR SECURED
NOTES (2010); (II) REPAY SENIOR NOTES (2012); (III)
129
REPAY RECEIVABLES FACILITY ATTRIBUTED INDEBTEDNESS AND/OR (IV) MAKE A VOLUNTARY
PREPAYMENT OF TERM LOANS PURSUANT TO SECTION 4.3.
16.4.
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
SUCH CAPITAL STOCK OR IN OPTIONS, WARRANTS OR OTHER RIGHTS TO PURCHASE SUCH
CAPITAL STOCK, (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
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