DATE
THAT SUCH SUBSIDIARY CEASED TO BE AN "EXCLUDED AES ENTITY" HEREUNDER THAT WERE
PERMITTED PURSUANT TO SECTION 5.07(B)(IX) WHEN SUCH SUBSIDIARY WAS AN "EXCLUDED
AES ENTITY".
Notwithstanding any of the foregoing in this Section 5.07(b), in no event shall
Qualified Holding Companies incur any Debt other than Debt permitted by the
definition of "Qualified Holding Company".
Section 5.08
Use of Proceeds.
The proceeds of the Loans made, the Revolving Letters of Credit issued (or
deemed issued) under this Agreement will be used by the Borrower for working
capital and other general corporate purposes.
None of such proceeds will be
used, directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of buying or carrying any "margin stock" within the meaning of
Regulation U.
Section 5.09
Restricted Payments.
(A)
THE BORROWER WILL NOT DECLARE OR PAY ANY DIVIDENDS, PURCHASE, REDEEM,
RETIRE, DEFEASE OR OTHERWISE ACQUIRE FOR VALUE ANY OF ITS EQUITY INTERESTS OR
QUALIFIED EQUITY-LINKED OR HYBRID SECURITIES NOW OR HEREAFTER OUTSTANDING,
RETURN ANY CAPITAL TO ITS STOCKHOLDERS AS SUCH, MAKE ANY DISTRIBUTION OF ASSETS,
EQUITY INTERESTS, OBLIGATIONS OR SECURITIES TO ITS STOCKHOLDERS, OR PERMIT ANY
OF ITS SUBSIDIARIES TO PURCHASE, REDEEM, RETIRE, DEFEASE OR OTHERWISE ACQUIRE
FOR VALUE ANY EQUITY INTERESTS OR QUALIFIED EQUITY-LINKED OR HYBRID SECURITIES
IN THE BORROWER (EACH, A "RESTRICTED PAYMENT"), EXCEPT:
(I)
THE BORROWER MAY DECLARE AND PAY REGULARLY-SCHEDULED CASH
DIVIDENDS TO THE HOLDERS OF (X) THE EXISTING TRUST PREFERRED SECURITIES AND
(Y) THE BORROWER'S PREFERRED STOCK;
(II)
THE BORROWER MAY REDEEM, REPURCHASE, REFINANCE, REPLACE OR REFUND
ANY OF THE OBLIGATIONS ARISING (X) IN RESPECT OF THE EXISTING TRUST PREFERRED
SECURITIES AT ANY TIME, (Y) IN RESPECT OF ANY OTHER PREFERRED STOCK, HYBRID
SECURITIES AND CONVERTIBLE SECURITIES (INCLUDING QUALIFIED EQUITY-LINKED OR
HYBRID SECURITIES) OF THE BORROWER AT ANY TIME WITH THE PROCEEDS OF ANY
CONTEMPORANEOUS ISSUANCE AND SALE BY THE BORROWER OF ITS CAPITAL STOCK (OTHER
THAN REDEEMABLE STOCK) OR (Z) IN RESPECT OF ANY QUALIFIED
AES Fourth Amended and Restated Credit Agreement
76
EQUITY-LINKED OR HYBRID SECURITIES, WITHIN 180 DAYS OF THE FINAL MATURITY DATE
OR MANDATORY REDEMPTION DATE OF ANY SUCH OTHER QUALIFIED EQUITY-LINKED OR HYBRID
SECURITIES;
(III)
THE BORROWER MAY DECLARE AND MAKE RESTRICTED PAYMENTS IF, AFTER
GIVING EFFECT THERETO, THE AGGREGATE OF ALL RESTRICTED PAYMENTS DECLARED OR MADE
SUBSEQUENT TO JUNE 30, 2008 (PURSUANT TO THIS SECTION 5.09(A)(III)) DOES NOT
EXCEED 20% (OR, IF SUCH AMOUNT IS A LOSS, MINUS 100%) OF AN AMOUNT EQUAL TO
ADJUSTED PARENT OPERATING CASH FLOW LESS CORPORATE CHARGES FOR THE PERIOD FROM
JULY 1, 2008 THROUGH THE LAST DAY OF THE FISCAL QUARTER OF THE BORROWER THEN
MOST RECENTLY ENDED FOR WHICH FINANCIAL STATEMENTS WERE REQUIRED TO BE DELIVERED
TO THE AGENT PURSUANT TO SECTION 5.01(A) OR (B) (TREATED FOR THIS PURPOSE AS A
SINGLE ACCOUNTING PERIOD); PROVIDED THAT IF AFTER GIVING EFFECT TO SUCH
RESTRICTED PAYMENT, THE AMOUNT OF ALL RESTRICTED PAYMENTS MADE PURSUANT TO THIS
CLAUSE (III) SINCE THE FIRST DAY OF THE MOST RECENTLY ENDED FOUR FISCAL QUARTER
PERIOD FOR