Common use of Dividends; Capital Stock Clause in Contracts

Dividends; Capital Stock. Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (any such dividend, distribution, redemption, repurchase or payment declared, paid or made, or sum set apart therefor, a “Restricted Payment”) except for (i) Restricted Payments made on or after the Escrow Release Date in accordance with the Plan and/or the Disclosure Statement; (ii) Restricted Payments made out of the Available Amount, provided that no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and provided further that after giving effect to such Restricted Payment and any Debt incurred in connection therewith, the Borrower would be in compliance on a pro forma basis with the requirements of Section 5.04; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Borrower (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Borrower to any direct or indirect parent company of the Borrower that owns 100% of the Borrower’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Borrower and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Borrower and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Borrower, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Borrower and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Borrower and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the Borrower; and (F) taxes with respect to income of any such parent company derived from funding made available to the Borrower and its Subsidiaries by such parent company; (v) the payment of dividends on the Borrower’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Borrower from any public offering of common stock, other than public offerings with respect to the Borrower’s common stock registered on Form S-8 (or any successor form); (vi) other Restricted Payments made in reliance on this clause (vi) not to exceed in the aggregate $75,000,000 (to the extent made on or after the Amendment No. 2 Effective Date); (vii) the payment of dividends by the Borrower consisting solely of shares of the Borrower’s common stock or other Equity Interests of the Borrower (other than Redeemable Equity Interests); (viii) the payment of any dividend by a Subsidiary of the Borrower to the holders of its Equity Interests (on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (ix) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (x) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (xi) any Restricted Payment made in connection with the transactions arising out of the Plan; (xii) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Borrower or any Subsidiary issued in accordance with Section 5.02(b); (xiii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees; and (xiv) any other Restricted Payments so long as at the time such Restricted Payment is made (A) no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and (B) on a Pro Forma Basis immediately after giving effect to such Restricted Payment and any Debt incurred in connection therewith, the Total Net Leverage Ratio would not exceed 3.00:1.00.

Dividends; Capital Stock. Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the BorrowerCompany, or set apart any sum for the aforesaid purposes (any such dividend, distribution, redemption, repurchase or payment declared, paid or made, or sum set apart therefor, a “Restricted Payment”) except for (i) Restricted Payments made on or after the Escrow Release Effective Date in accordance with the Plan and/or the Disclosure Statement; (ii) Restricted Payments made out of the Available Amount, provided that when (A) no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and provided further that after giving effect to (B) the Restricted Payment Conditions with respect thereto are satisfied on the date such Restricted Payment is made, provided that solely for purposes of this clause (B), a non-recurring discretionary payment of dividends, if any, that has been made under Section 5.02(e)(v) shall be excluded from the calculation of Fixed Charge Coverage Ratio in determining whether the Fixed Charge and any Debt incurred in connection therewith, the Borrower would be in compliance on a pro forma basis with the requirements of Section 5.04Liquidity Conditions are satisfied; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower Company (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Borrower Company (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Borrower Company to any direct or indirect parent company of the Borrower Company that owns 100% of the BorrowerCompany’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Borrower Company and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Borrower Company and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower Company and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the BorrowerCompany, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Borrower Company and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Borrower Company and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the BorrowerCompany; and (F) taxes with respect to income of any such parent company derived from funding made available to the Borrower Company and its Subsidiaries by such parent company; (v) the payment of dividends on the BorrowerCompany’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Borrower Company from any public offering of common stock, other than public offerings (provided that such dividends are provided substantially contemporaneously with such offering) with respect to the BorrowerCompany’s common stock registered on Form S-8 (or any successor form); (vi) other Restricted Payments made in reliance on this clause (vi) not to exceed in the aggregate $75,000,000 (to the extent made on or after the Amendment No. 2 Effective Date); (vii) the payment of dividends by the Borrower Company consisting solely of shares of the BorrowerCompany’s common stock or other Equity Interests of the Borrower Company (other than Redeemable Equity Interests); (viiivii) the payment of any dividend by a Subsidiary of the Borrower Company to the holders of its Equity Interests (on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (ixviii) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (xix) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower Company or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (xix) any Restricted Payment made in connection with the transactions arising out of the Plan; (xiixi) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Borrower Company or any Subsidiary issued in accordance with Section 5.02(b); and (xiiixii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees; and . 124 Chemtura (xivRevolving Facility) any other Restricted Payments so long as at the time such Restricted Payment is made (A) no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and (B) on a Pro Forma Basis immediately after giving effect to such Restricted Payment and any Debt incurred in connection therewith, the Total Net Leverage Ratio would not exceed 3.00:1.00.Credit Agreement

Dividends; Capital Stock. Declare Except for transactions between or payamong Loan Parties, directly the Borrower will not (or indirectly, permit any dividends of its Subsidiaries to) declare or make any dividend payment or other distributiondistribution of assets, redemptionproperties, repurchase or payment, whether in cash, propertyrights, obligations or securities or a combination thereof, with respect to (whether by reduction on account of any shares of any class of capital stock of the Borrower or otherwiseany of its Subsidiaries, or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do so) any shares of any class of capital stock (of the Borrower or any options, of its Subsidiaries or any warrants, rights or other equity securities or agreements relating options to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (acquire any such dividendshares, distributionnow or hereafter outstanding (collectively, redemption, repurchase or payment declared, paid or made, or sum set apart therefor, a “Restricted PaymentPayments”) ), except for that: (i) each Subsidiary of the Borrower may (A) make Restricted Payments made to the Borrower and to other Subsidiaries of the Borrower that directly or indirectly own Equity Interests of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests) and (B) declare and make dividend payments or after other distributions payable solely in the Escrow Release Date in accordance with the Plan and/or the Disclosure StatementEquity Interests of such Person; (ii) Restricted Payments made out the Borrower may declare and pay recurring dividends; provided that the aggregate amount of such dividends paid in any fiscal year shall not exceed $100,000,000; (iii) the Available Amount, Borrower may declare and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any fiscal year (which shall automatically be increased to $175,000,000 in any fiscal year on the Engility Closing Date without any action by any party hereto); provided that no Default or Event of Default shall have occurred and is be continuing or would result immediately therefrom therefrom; and provided further further, however, that after giving effect to such Restricted Payment and any Debt incurred in connection therewith, the Borrower would be in compliance on a pro forma basis with the requirements of Section 5.04; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Borrower (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Borrower to any direct or indirect parent company of the Borrower that owns 100% of the Borrower’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Borrower and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Borrower and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Borrower, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Borrower and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Borrower and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the Borrower; and (F) taxes with respect to income of any such parent company derived from funding made available to the Borrower and its Subsidiaries by such parent company; (v) the payment of dividends on the Borrower’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Borrower from any public offering of common stock, other than public offerings with respect to the Borrower’s common stock registered on Form S-8 (or any successor form); (vi) other Restricted Payments made in reliance on this clause (vi) not to exceed in the aggregate $75,000,000 (to the extent made on or after the Amendment No. 2 Effective Date); (vii) the payment of dividends by the Borrower consisting solely of shares of the Borrower’s common stock or other Equity Interests of the Borrower (other than Redeemable Equity Interests); (viii) the payment of any dividend by a Subsidiary of the Borrower to the holders of its Equity Interests (on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (ix) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (x) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (xi) any Restricted Payment made in connection with the transactions arising out of the Plan; (xii) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Borrower or any Subsidiary issued in accordance with Section 5.02(b); (xiii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees; and (xiv) any other Restricted Payments so long as at the time such Restricted Payment is made (A1) no Default or Event of Default shall have occurred and is be continuing or would result immediately therefrom and (B2) the Leverage Ratio is equal to or less than 3.00 to 1.00, in each case on a Pro Forma Basis immediately pro forma basis after giving effect to such Restricted Payment and any Debt incurred the pro forma adjustments described in connection therewithSection 1.07, the Total Net Leverage Ratio would not exceed 3.00:1.00.Restricted Payments described in this clause (iii) shall be unlimited; and 130

Dividends; Capital Stock. Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the BorrowerCompany, or set apart any sum for the aforesaid purposes (any such dividend, distribution, redemption, repurchase or payment declared, paid or made, or sum set apart therefor, a “Restricted Payment”) except for (i) Restricted Payments made on or after the Escrow Release Effective Date in accordance with the Plan and/or the Disclosure Statement; (ii) Restricted Payments made out of the Available Amount, provided that when (A) no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and provided further that after giving effect to (B) the Fixed Charge and Liquidity Conditions with respect thereto are satisfied on the date such Restricted Payment is made; provided that solely for purposes of this clause (B), a non-recurring discretionary payment of dividends, if any, that has been made under Section 5.02(e)(v) shall be excluded from the calculation of Fixed Charge Coverage Ratio in determining whether the Fixed Charge and any Debt incurred in connection therewith, the Borrower would be in compliance on a pro forma basis with the requirements of Section 5.04Liquidity Conditions are satisfied; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower Company (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Borrower Company (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Borrower Company to any direct or indirect parent company of the Borrower Company that owns 100% of the BorrowerCompany’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Borrower Company and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Borrower Company and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower Company and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the BorrowerCompany, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Borrower Company and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Borrower Company and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the BorrowerCompany; and (F) taxes with respect to income of any such parent company derived from funding made available to the Borrower Company and its Subsidiaries by such parent company; (v) the payment of dividends on the BorrowerCompany’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Borrower Company from any public offering of common stock, other than public offerings (provided that such dividends are provided substantially contemporaneously with such offering) with respect to the BorrowerCompany’s common stock registered on Form S-8 (or any successor form); (vi) other Restricted Payments made in reliance on this clause (vi) not to exceed in the aggregate $75,000,000 (to the extent made on or after the Amendment No. 2 Effective Date); (vii) the payment of dividends by the Borrower Company consisting solely of shares of the BorrowerCompany’s common stock or other Equity Interests of the Borrower Company (other than Redeemable Equity Interests); (viiivii) the payment of any dividend by a Subsidiary of the Borrower Company to the holders of its Equity Interests (on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (ixviii) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (xix) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower Company or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (xix) any Restricted Payment made in connection with the transactions arising out of the Plan; (xiixi) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Borrower Company or any Subsidiary issued in accordance with Section 5.02(b); and (xiiixii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees; and (xiv) any other Restricted Payments so long as at the time such Restricted Payment is made (A) no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and (B) on a Pro Forma Basis immediately after giving effect to such Restricted Payment and any Debt incurred in connection therewith, the Total Net Leverage Ratio would not exceed 3.00:1.00.

Dividends; Capital Stock. Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the BorrowerCompany, or set apart any sum for the aforesaid purposes (any such dividend, distribution, redemption, repurchase or payment declared, paid or made, or sum set apart therefor, a “Restricted Payment”) except for (i) Restricted Payments made on or after the Escrow Release Effective Date in accordance with the Plan and/or the Disclosure Statement; (ii) Restricted Payments made out of the Available Amount, provided that when (A) no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and provided further that after giving effect to (B) the Fixed Charge and Liquidity Conditions with respect thereto are satisfied on the date such Restricted Payment is made; provided that solely for purposes of this clause (B), a non-recurring discretionary payment of dividends, if any, that has been made under Section 5.02(e)(v) shall be excluded from the calculation of Fixed Charge Coverage Ratio in determining whether the Fixed Charge and any Debt incurred in connection therewith, the Borrower would be in compliance on a pro forma basis with the requirements of Section 5.04Liquidity Conditions are satisfied; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower Company (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Borrower Company (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Borrower Company to any direct or indirect parent company of the Borrower Company that owns 100% of the BorrowerCompany’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Borrower Company and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Borrower Company and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower Company and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the BorrowerCompany, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Borrower Company and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Borrower Company and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the BorrowerCompany; and (F) taxes with respect to income of any such parent company derived from funding made available to the Borrower Company and its Subsidiaries by such parent company; (v) the payment of dividends on the BorrowerCompany’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Borrower Company from any public offering of common stock, other than public offerings (provided that such dividends are provided substantially contemporaneously with such offering) with respect to the BorrowerCompany’s common stock registered on Form S-8 (or any successor form); (vi) other Restricted Payments made in reliance on this clause (vi) not to exceed in the aggregate $75,000,000 (to the extent made on or after the Amendment No. 2 Effective Date); (vii) the payment of dividends by the Borrower Company consisting solely of shares of the BorrowerCompany’s common stock or other Equity Interests of the Borrower Company (other than Redeemable Equity Interests); (viiivii) the payment of any dividend by a Subsidiary of the Borrower Company to the holders of its Equity Interests (on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (ixviii) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (xix) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower Company or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (xix) any Restricted Payment made in connection with the transactions arising out of the Plan; (xiixi) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Borrower Company or any Subsidiary issued in accordance with Section 5.02(b); and (xiiixii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees; and . Chemtura (xivRevolving Facility) any other Restricted Payments so long as at the time such Restricted Payment is made (A) no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and (B) on a Pro Forma Basis immediately after giving effect to such Restricted Payment and any Debt incurred in connection therewith, the Total Net Leverage Ratio would not exceed 3.00:1.00.Credit Agreement

Dividends; Capital Stock. Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (any such dividend, distribution, redemption, repurchase or payment declared, paid or made, or sum set apart therefor, a “Restricted Payment”) except for (i) Restricted Payments made on or after the Escrow Release Date in accordance with the Plan and/or the Disclosure Statement; (ii) Restricted Payments made out of the Available Amount, provided that no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and provided further that after giving effect to such Restricted Payment and any Debt incurred in connection therewith, the Borrower would be in compliance on a pro forma basis with the requirements of Section 5.04; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Borrower (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Borrower to any direct or indirect parent company of the Borrower that owns 100% of the Borrower’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Borrower and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Borrower and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Borrower, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Borrower and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Borrower and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the Borrower; and (F) taxes with respect to income of any such parent company derived from funding made available to the Borrower and its Subsidiaries by such parent company; (v) the payment of dividends on the Borrower’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Borrower from any public offering of common stock, other than public offerings with respect to the Borrower’s common stock registered on Form S-8 (or any successor form); (vi) other Restricted Payments made in reliance on this clause (vi) not to exceed in the aggregate $75,000,000 (to the extent made on or after the Amendment No. 2 Effective Date)75,000,000; (vii) the payment of dividends by the Borrower consisting solely of shares of the Borrower’s common stock or other Equity Interests of the Borrower (other than Redeemable Equity Interests); (viii) the payment of any dividend by a Subsidiary of the Borrower to all the holders of its Equity Interests (common stock on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (ix) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (x) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (xi) any Restricted Payment made in connection with the transactions arising out of the Plan; (xii) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Borrower or any Subsidiary issued in accordance with Section 5.02(b); and (xiii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees; and (xiv) any other Restricted Payments so long as at the time such Restricted Payment is made (A) no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and (B) on a Pro Forma Basis immediately after giving effect to such Restricted Payment and any Debt incurred in connection therewith, the Total Net Leverage Ratio would not exceed 3.00:1.00.

Dividends; Capital Stock. Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (any such dividend, distribution, redemption, repurchase or payment declared, paid or made, or sum set apart therefor, a “Restricted Payment”) except for (i) Restricted Payments made on or after the Escrow Release Date in accordance with the Plan and/or the Disclosure Statement; (ii) Restricted Payments made out of the Available Amount, provided that no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and provided further that after giving effect to such Restricted Payment and any Debt incurred in connection therewith, the Borrower would be in compliance on a pro forma basis with the requirements of Section 5.04; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Borrower (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Borrower to any direct or indirect parent company of the Borrower that owns 100% of the Borrower’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Borrower and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Borrower and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Borrower, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Borrower and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Borrower and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the Borrower; and (F) taxes with respect to income of any such parent company derived from funding made available to the Borrower and its Subsidiaries by such parent company; (v) the payment of dividends on the Borrower’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Borrower from any public offering of common stock, other than public offerings with respect to the Borrower’s common stock registered on Form S-8 (or any successor form); (vi) other Restricted Payments made in reliance on this clause (vi) not to exceed in the aggregate $75,000,000 (to the extent made on or after the Amendment No. 2 Effective Date)75,000,000; (vii) the payment of dividends by the Borrower consisting solely of shares of the Borrower’s common stock or other Equity Interests of the Borrower (other than Redeemable Equity Interests); (viii) the payment of any dividend by a Subsidiary of the Borrower to all the holders of its Equity Interests (common stock on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (ix) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (x) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (xi) any Restricted Payment made in connection with the transactions arising out of the Plan; (xii) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Borrower or any Subsidiary issued in accordance with Section 5.02(b); and (xiii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees; and . Chemtura (xivTerm Loan) any other Restricted Payments so long as at the time such Restricted Payment is made (A) no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and (B) on a Pro Forma Basis immediately after giving effect to such Restricted Payment and any Debt incurred in connection therewith, the Total Net Leverage Ratio would not exceed 3.00:1.00.Credit Agreement