Common use of Distributions; Capital Change; Restricted Investments Clause in Contracts

Distributions; Capital Change; Restricted Investments. No Loan Party nor any of their Restricted Subsidiaries shall: (a) directly or indirectly declare or make, or incur any liability to make, any Distribution (other than Distributions payable in Capital Stock (other than Disqualified Stock) of Westlake), except: (i) Distributions made and/or declared by wholly owned Subsidiaries; (ii) Distributions made and/or declared by Westlake and non-wholly owned Subsidiaries, if, on a pro forma basis after giving effect to such Distribution: (A) the Availability equals or exceeds the greater of (x) 25% of the Maximum Revolver Amount and (y) $100,000,000; or (B) to the extent the requirement in clause (A) is not met, (I) the Availability equals or exceeds the greater of (x) 17.5% of the Maximum Revolver Amount and (y) $70,000,000 and (II) the Fixed Charge Coverage Ratio is at least 1.0:1.0; and (iii) without limiting the amount permitted under clause (ii) above, Distributions made and/or declared by Westlake and non-wholly owned Subsidiaries in the aggregate of up to $25,000,000, if, on a pro forma basis after giving effect to such Distribution, either (A) the Availability equals or exceeds the greater of (x) 17.5% of the Maximum Revolver Amount and (y) $70,000,000, or (B) the Fixed Charge Coverage Ratio is at least 1.0:1.0; provided that for purposes of a Distribution, the Availability shall be calculated based on the most recent Borrowing Base Certificate delivered pursuant to this Agreement prior to such Distribution (provided that the amount of Eligible Cash shall be the amount on deposit on the date of such Distribution and provided further that the Aggregate Revolver Outstandings shall be calculated on the date of such Distribution) and Distributions are permitted hereunder only if no Default or Event of Default then exists and only to the extent that any such Distribution is made and/or declared in accordance with applicable Requirement of Law and constitutes a valid, non voidable transaction. (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or (c) make any Restricted Investment, except: (i) Restricted Investment made by the Loan Parties, if on a pro forma basis after giving effect to such Restricted Investment, (A) the Availability equals or exceeds the greater of (x) 25% of the Maximum Revolver Amount and (y) $100,000,000; or (B) to the extent the requirement in clause (A) is not met, (I) the Availability equals or exceeds the greater of (x) 17.5% of the Maximum Revolver Amount and (y) $70,000,000 and (II) the Fixed Charge Coverage Ratio is at least 1.0:1.0; and (ii) without limiting the amount permitted under clause (i) above, Restricted Investment made by the Loan Parties in the aggregate of up to $25,000,000, if on a pro forma basis after giving effect to such Restricted Investment, either (A) the Availability equals or exceeds the greater of (x) 17.5% of the Maximum Revolver Amount and (y) $70,000,000, or (B) the Fixed Charge Coverage Ratio is at least 1.0:1.0; provided that no Restricted Investment shall be permitted if a Default or Event of Default has occurred and is continuing or would be caused by such Restricted Investment; provided further that if any payment, prepayment, redemption, defeasance, purchase, or deposit in respect of any Debt of the Loan Parties is permitted to be made under Section 7.14(b), and such payment, prepayment, redemption, purchase, or deposit otherwise constitutes a Restricted Investment, such payment, prepayment, redemption, defeasance, purchase, or deposit shall not be prohibited by the terms of this Section 7.10(c). For purposes of calculating the Availability in connection with the foregoing Section 7.10(c), the Availability shall be calculated based on the most recent Borrowing Base Certificate delivered pursuant to this Agreement prior to such Restricted Investment (provided that the amount of Eligible Cash shall be the amount on deposit on the date of such Restricted Investment and provided further that the Aggregate Revolver Outstandings shall be calculated on the date of such Restricted Investment). Notwithstanding the foregoing, the preceding provisions shall not prohibit: (i) the payment of any dividend within sixty (60) days after the date of declaration of the dividend, if at the date of declaration, the dividend payment would have complied with the provisions of this Agreement; (ii) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, (A) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of any Loan Party held by any current or former officer, director or employee of any Loan Party pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar plan or agreement, or (B) the repurchase of Capital Stock deemed to occur upon the exercise of stock options to the extent such Capital Stock represent a portion of the exercise price of those stock options; provided that the aggregate price paid for all transactions under the foregoing (A) and (B) may not exceed $1,000,000 in any twelve-month period.

Distributions; Capital Change; Restricted Investments. No Loan Party nor any of their Restricted Subsidiaries shall: (a) directly or indirectly declare or make, or incur any liability to make, any Distribution (other than Distributions payable in Capital Stock (other than Disqualified Stock) of Westlake), except: (i) Distributions made and/or declared by wholly owned SubsidiariesSubsidiaries on account of their equity interests made to their respective equity holders on either a pro rata basis or on a basis more favorable to a Loan Party or Restricted Subsidiaries of a Loan Party; (ii) Distributions made and/or declared by Westlake and non-wholly owned SubsidiariesWestlake, if, on a pro forma basis after giving effect to such Distribution: (A) the Availability equals or exceeds the greater of (x) 2520% of the Maximum Revolver Amount and (y) $100,000,000; 80,000,000, or (B) to the extent the requirement in clause (A) is not met, (I) the Availability equals or exceeds the greater of (x) 17.515% of the Maximum Revolver Amount and (y) $70,000,000 60,000,000 and (II) the Pro Forma Fixed Charge Coverage Ratio is at least 1.0:1.0; and (iii) without limiting the amount permitted under clause (ii) above, Distributions made and/or declared by Westlake and non-wholly owned Subsidiaries in the aggregate of up to $25,000,00075,000,000; provided that the forgoing amount shall be increased by five percent (5%) in fiscal year 2015, if, on a pro forma basis after giving effect to such Distribution, either (A) the Availability equals or exceeds the greater of (x) 17.5% of the Maximum Revolver Amount and (y) $70,000,000, or (B) the Fixed Charge Coverage Ratio is at least 1.0:1.0in each fiscal year thereafter; provided that for purposes of a Distribution, the Availability shall be calculated based on the most recent Borrowing Base Certificate delivered pursuant to this Agreement prior to such Distribution (provided that the amount of Eligible Cash shall be the amount on deposit on the date of such Distribution and provided further that the Aggregate Revolver Outstandings shall be calculated on the date of such Distribution) and Distributions are permitted hereunder under this clause (a) above only if no Default or Event of Default then exists or would arise as a result thereof and only to the extent that any such Distribution is made and/or declared in accordance with applicable Requirement of Law and constitutes a valid, non voidable transaction. Without limiting the amounts permitted under clauses (i) to (iii) above, Distributions made and/or declared by Westlake Chemical OpCo LP on account of its Capital Stock made to its equity holders on either a pro rata basis or on a basis more favorable to a Loan Party or Restricted Subsidiaries of a Loan Party shall be permitted, regardless of whether a Default or Event of Default then exists. (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or (c) make any Restricted Investment, except: (i) Restricted Investment made by Westlake and the Loan PartiesRestricted Subsidiaries, if on a pro forma basis after giving effect to such Restricted Investment, (A) the Availability equals or exceeds the greater of (x) 2515% of the Maximum Revolver Amount and (y) $100,000,00060,000,000; or (B) to the extent the requirement in clause (A) is not met, (I) the Availability equals or exceeds the greater of (x) 17.512.5% of the Maximum Revolver Amount and (y) $70,000,000 50,000,000 and (II) the Pro Forma Fixed Charge Coverage Ratio is at least 1.0:1.0; and (ii) without limiting the amount permitted under clause (i) above, Restricted Investment made by Westlake and the Loan Parties in the Restricted Subsidiaries, on an aggregate outstanding basis, of up to the greater of (x) $25,000,000, 50,000,000 and (y) 1.25% of the Tangible Assets (measured as of the date of the most recent financial statements delivered hereunder prior to such Restricted Investment) if on a pro forma basis after giving effect to such Restricted Investment, either (A) the Availability equals or exceeds the greater of (x) 17.512.5% of the Maximum Revolver Amount and (y) $70,000,00050,000,000, or (B) the Pro Forma Fixed Charge Coverage Ratio is at least 1.0:1.0; provided that no Restricted Investment shall be permitted if a Default or Event of Default has occurred and is continuing or would be caused by such Restricted Investment; provided further that if any payment, prepayment, redemption, defeasance, purchase, or deposit in respect of any Debt of the Loan Parties is permitted to be made under Section 7.14(b), and such payment, prepayment, redemption, purchase, or deposit otherwise constitutes a Restricted Investment, such payment, prepayment, redemption, defeasance, purchase, or deposit shall not be prohibited by the terms of this Section 7.10(c). For purposes of calculating the Availability in connection with the foregoing Section 7.10(c), the Availability shall be calculated based on the most recent Borrowing Base Certificate delivered pursuant to this Agreement prior to such Restricted Investment (provided that the amount of Eligible Cash shall be the amount on deposit on the date of such Restricted Investment and provided further that the Aggregate Revolver Outstandings shall be calculated on the date of such Restricted Investment). Notwithstanding the foregoing, the preceding provisions shall not prohibit: (i) the payment of any dividend within sixty (60) days after the date of declaration of the dividend, if at the date of declaration, the dividend payment would have complied with the provisions of this Agreement; (ii) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, (A) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of any Loan Party held by any current or former officer, director or employee of any Loan Party pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar plan or agreement, or (B) the repurchase of Capital Stock deemed to occur upon the exercise of stock options to the extent such Capital Stock represent a portion of the exercise price of those stock options; provided that the aggregate price paid for all transactions under the foregoing (A) and (B) may not exceed $1,000,000 in any twelve-month period.

Distributions; Capital Change; Restricted Investments. No Loan Party nor any of their Restricted Subsidiaries shall: (a) directly or indirectly declare or make, or incur any liability to make, any Distribution (other than Distributions payable in Capital Stock (other than Disqualified Stock) of Westlake), except: (i) Distributions made and/or declared by wholly owned Subsidiaries;; and (ii) Distributions made and/or declared by Westlake and non-non wholly owned Subsidiaries, if, on a pro forma basis after giving effect to such Distribution: (A) the Availability equals or exceeds the greater of (x) 25% of the Maximum Revolver Amount and (y) $100,000,000; or (B) to the extent the requirement in clause (A) is not met, (I) the Availability equals or exceeds the greater of (x) 17.5% of the Maximum Revolver Amount and (y) $70,000,000 and (II) the Fixed Charge Coverage Ratio is at least 1.0:1.0; and (iii) without limiting the amount permitted under clause (ii) above, Distributions made and/or declared by Westlake and non-wholly owned Subsidiaries in the aggregate of up to $25,000,000, if, on a pro forma basis after giving effect to such Distribution, either (A) the Availability equals or exceeds the greater of (x) 17.5% of the Maximum Revolver Amount $75,000,000, and (y) $70,000,000, or (B) the Fixed Charge Coverage Ratio is at least 1.0:1.01:0:1.0; provided that for purposes of a Distribution, the Availability shall be calculated based on the most recent Borrowing Base Certificate delivered pursuant to this Agreement prior to such Distribution (provided that the amount of Eligible Cash shall be the amount on deposit on the date of such Distribution and provided further that the Aggregate Revolver Outstandings shall be calculated on the date of such Distribution) and Distributions are permitted hereunder only if no Default or Event of Default then exists and only to the extent that any such Distribution is made and/or declared in accordance with applicable Requirement of Law and constitutes a valid, non non-voidable transaction. (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or (c) make any Restricted Investment, except: (i) Restricted Investment made by the Loan Parties, if on a pro forma basis unless after giving effect to such Restricted Investment, (A) the Availability equals or exceeds the greater of (x) 25% of the Maximum Revolver Amount $75,000,000, and (y) $100,000,000; or (B) to the extent the requirement in clause (A) is not met, (I) the Availability equals or exceeds the greater of (x) 17.5% of the Maximum Revolver Amount and (y) $70,000,000 and (II) the Fixed Charge Coverage Ratio is at least 1.0:1.0; and (ii) without limiting the amount permitted under clause (i) above, Restricted Investment made by the Loan Parties in the aggregate of up to $25,000,000, if on a pro forma basis after giving effect to such Restricted Investment, either (A) the Availability equals or exceeds the greater of (x) 17.5% of the Maximum Revolver Amount and (y) $70,000,000, or (B) the Fixed Charge Coverage Ratio is at least 1.0:1.01:0:1.0; provided that no Restricted Investment shall be permitted if a Default or Event of Default has occurred and is continuing or would be caused by such Restricted Investment; provided further that if any payment, prepayment, redemption, defeasance, purchase, or deposit in respect of any Debt of the Loan Parties is permitted to be made under Section 7.14(b7.14(c), and such payment, prepayment, redemption, purchase, or deposit otherwise constitutes a Restricted Investment, such payment, prepayment, redemption, defeasance, purchase, or deposit shall not be prohibited by the terms of this Section 7.10(c). For purposes of calculating the Availability in connection with the foregoing Section 7.10(c), the Availability shall be calculated based on the most recent Borrowing Base Certificate delivered pursuant to this Agreement prior to such Restricted Investment (provided that the amount of Eligible Cash shall be the amount on deposit on the date of such Restricted Investment and provided further that the Aggregate Revolver Outstandings shall be calculated on the date of such Restricted Investment). Notwithstanding the foregoing, the preceding provisions shall not prohibit: (i) the payment of any dividend within sixty (60) days after the date of declaration of the dividend, if at the date of declaration, the dividend payment would have complied with the provisions of this Agreement; (ii) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, (A) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of any Loan Party held by any current or former officer, director or employee of any Loan Party pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar plan or agreement, or (B) the repurchase of Capital Stock deemed to occur upon the exercise of stock options to the extent such Capital Stock represent a portion of the exercise price of those stock options; provided that the aggregate price paid for all transactions under the foregoing (A) and (B) may not exceed $1,000,000 in any twelve-month period.7.10

Distributions; Capital Change; Restricted Investments. No Loan Party nor any of their Restricted Subsidiaries shall: Borrower shall (a) directly or indirectly declare or make, or incur any liability to makemake Distributions (provided, any Distribution (other than Distributions payable in Capital Stock (other than Disqualified Stock) of Westlake)however, except: (i) Distributions made and/or declared by wholly owned Subsidiaries; (ii) Distributions made and/or declared by Westlake and non-wholly owned Subsidiaries, if, on a pro forma basis after giving effect to such Distribution: (A) the Availability equals or exceeds the greater of (x) 25% Distributions may be made to the Parent or any Borrower from any of the Maximum Revolver Amount its Subsidiaries and (y) Distributions may be made by the Parent so long as (i) the aggregate amount of all such Distributions in any calendar year, commencing with the year 2002, shall not exceed $100,000,000; or (B) to the extent the requirement in clause (A) is not met10,000,000, (Iii) the aggregate amount of all such Distributions during the term of this Agreement shall not exceed $25,000,000, (iii) except as provided in the proviso immediately below, Availability equals or exceeds the greater of shall be at least $25,000,000 after giving effect thereto, (x) 17.5% of the Maximum Revolver Amount and (y) $70,000,000 and (IIiv) the Fixed Charge Coverage Ratio is at least 1.0:1.0; and (iii) without limiting shall not be less than 1.0 to 1.0, after giving effect to the amount permitted under clause (ii) above, making of such Distributions made and/or declared by Westlake and non-wholly owned Subsidiaries in the aggregate of up to $25,000,000, if, on a pro forma basis after giving effect to such Distribution, either (A) the Availability equals or exceeds the greater of (x) 17.5% of the Maximum Revolver Amount and (yv) $70,000,000, or (B) the Fixed Charge Coverage Ratio is at least 1.0:1.0; provided that for purposes of a Distribution, the Availability shall be calculated based on the most recent Borrowing Base Certificate delivered pursuant to this Agreement prior to such Distribution (provided that the amount of Eligible Cash shall be the amount on deposit on the date of such Distribution and provided further that the Aggregate Revolver Outstandings shall be calculated on the date of such Distribution) and Distributions are permitted hereunder only if no Default or Event of Default then exists and only shall exist prior to or immediately after the making of any such Distributions; provided, however, that if Availability would be less than $25,000,000 but greater than or equal to $10,000,000 after giving effect to the extent that making of any such Distribution is Distributions, notwithstanding the foregoing, such Distributions by the Parent may be made and/or declared in accordance with applicable Requirement and subject to the other requirements of Law this clause (y) if after giving effect to the making thereof, the Fixed Charge Coverage Ratio would not be less than 1.10 to 1.0 and constitutes the Leverage Ratio would not be greater than 5.0 to 1.0, determined on a validpro forma basis), non voidable transaction. (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or Effect or (c) make any Restricted Investment, except: (i) Restricted Investment made by the Loan Parties, if on a pro forma basis after giving effect to such Restricted Investment, (A) the Availability equals or exceeds the greater of (x) 25% of the Maximum Revolver Amount and (y) $100,000,000; or (B) to the extent the requirement in clause (A) is not met, (I) the Availability equals or exceeds the greater of (x) 17.5% of the Maximum Revolver Amount and (y) $70,000,000 and (II) the Fixed Charge Coverage Ratio is at least 1.0:1.0; and (ii) without limiting the amount permitted under clause (i) above, Restricted Investment made by the Loan Parties in the aggregate of up to $25,000,000, if on a pro forma basis after giving effect to such Restricted Investment, either (A) the Availability equals or exceeds the greater of (x) 17.5% of the Maximum Revolver Amount and (y) $70,000,000, or (B) the Fixed Charge Coverage Ratio is at least 1.0:1.0; provided that no Restricted Investment shall be permitted if a Default or Event of Default has occurred and is continuing or would be caused by such Restricted Investment; provided further that if any payment, prepayment, redemption, defeasance, purchase, or deposit in respect of any Debt of the Loan Parties is permitted to be made under Section 7.14(b), and such payment, prepayment, redemption, purchase, or deposit otherwise constitutes a Restricted Investment, such payment, prepayment, redemption, defeasance, purchase, or deposit shall not be prohibited by the terms of this Section 7.10(c)Investments. For purposes of calculating the Availability in connection clause (y) of this Section 7.10, "pro forma basis" shall mean that compliance with the foregoing financial covenants referred to in this Section 7.10(c), the Availability 7.10 shall be calculated based determined on the most recent Borrowing Base Certificate delivered pursuant basis of the financial statements and related numbers for the four consecutive fiscal quarters ending with the fiscal quarter immediately preceding the date on which any such Distributions are to this Agreement prior be made and giving effect to the making of such Restricted Investment (provided that the amount of Eligible Cash shall be the amount on deposit Distributions as if they were made on the date of such Restricted Investment and provided further that the Aggregate Revolver Outstandings shall be calculated on the date of such Restricted Investment). Notwithstanding the foregoing, the preceding provisions shall not prohibit: (i) the payment of any dividend within sixty (60) days after the date of declaration first day of the dividend, if at the date of declaration, the dividend payment would have complied four consecutive fiscal quarters ending with the provisions of this Agreement; (ii) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, (A) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of any Loan Party held by any current or former officer, director or employee of any Loan Party pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar plan or agreement, or (B) the repurchase of Capital Stock deemed to occur upon the exercise of stock options to the extent such Capital Stock represent a portion of the exercise price of those stock options; provided that the aggregate price paid for all transactions under the foregoing (A) and (B) may not exceed $1,000,000 in any twelve-month periodfiscal quarter.