Common use of Limitation on Restricted Payments Clause in Contracts

Limitation on Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Date, make any Restricted Payment, if, immediately prior or after giving effect thereto (a) a Default or an Event of Default would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1, or (c) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.

Limitation on Restricted Payments. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (i) declare or pay any dividend or make any Restricted Payment, if, immediately prior other payment or after giving effect thereto (a) a Default or an Event distribution on account of Default would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1or any of its Subsidiary's Equity Interests (including, without limitation, any payment in connection with any merger or consolidation) other than dividends or distributions (cA) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment paid or payable in Equity Interests (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directorsother than Disqualified Stock) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans B) paid or advances, or other transfers of assets, in each case payable to the Company or any Wholly Owned Restricted Subsidiary of the Company; (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company or other Affiliate of the Company or any Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of other than any Unrestricted Subsidiary, the amount of Investments previously made such Equity Interests owned by the Company and or any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% or upon redemption of the capital stock Series A Voting Preferred Stock or the Series B Nonvoting Preferred Stock in accordance with the terms of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and Amendment); (iii) make any dividend, distribution or other principal payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisionson, or purchase, redeem, defease or otherwise acquire or retire for value prior to the scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness (v) the except, if no Default or Event of Default is continuing or would result therefrom, any such payment, purchase, redemption, defeasance, repurchase defeasance or other acquisition or retirement for value made (A) out of any Excess Proceeds available for general corporate purposes if such payment or other action is required by the indenture or other agreement or instrument pursuant to which such Subordinated Indebtedness was issued, or Capital Stock (B) upon the occurrence of a Change of Control if (1) such payment or other action is required by the indenture or other agreement or instrument pursuant to which such Subordinated Indebtedness was issued and (2) the Company has purchased all Notes properly tendered pursuant to Section 4.1 resulting from such Change of Control); or its (iv) make any Restricted Subsidiaries either Investment (all such payments and other actions set forth in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viv) above being collectively referred to as "Restricted Payments"), unless, at the time of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.and after giving effect to such Restricted Payment:

Limitation on Restricted Payments. The (a) Neither the Company nor the Issuer shall, nor shall not, and shall not the Company permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly after the Issue Dateindirectly, to, make any a Restricted Payment if at the time the Company, the Issuer or such other Restricted Subsidiary makes such Restricted Payment, if, immediately prior or after giving effect thereto : (a1) a Default shall have occurred and be continuing (or an Event of Default would exist, result therefrom); (b2) the Company's Annualized Operating Cash Flow Ratio for Company or the Reference Period would exceed 8.5 Issuer is not able to 1, Incur an additional US$1.00 of Indebtedness pursuant to Section 4.03(a) or (c3) the aggregate amount of such Restricted Payment and all other Restricted Payments made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after since the Issue Date and on or would exceed the sum of: (A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter immediately following the fiscal quarter during which the Notes are originally issued to the end of the most recent fiscal quarter ending at least 45 days prior to the date of such Restricted PaymentPayment (or, in case such Consolidated Net Income shall exceed be a deficit, minus 100% of such deficit); (B) the aggregate Net Cash Proceeds received by the Company from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company); (C) the amount by which Indebtedness of the Company is reduced on the Company's balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date, of any Indebtedness of the Company issued after the Issue Date convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair market value of any other property, distributed by the Company upon such conversion or exchange); (D) an amount equal to the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, advances or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations and (ii) the portion (proportionate to the Company's equity interest in such Subsidiary) of the fair market value of the net assets of an Unrestricted Subsidiaries as Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiaries (valued in each case as provided in Subsidiary; PROVIDED, HOWEVER, that the definition of "Investments"), foregoing sum shall not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made (and treated as a Restricted Payment) by the Company and or any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, ; and (BE) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04US$10.0 million.

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly after the Issue Dateindirectly, to (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any of its Subsidiaries) except (A) dividends or distributions payable in its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock and (B) dividends or distributions payable to the Company or a Subsidiary of the Company (and, if such Subsidiary is not a Wholly Owned Subsidiary, to its other stockholders on a pro rata basis or on a basis no more favorable to such other stockholders), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than a Subsidiary of the Company or any Capital Stock of a Subsidiary of the Company held by any Affiliate of the Company, other than another Subsidiary (in either case, other than in exchange for its Capital Stock (other than Disqualified Stock)), (iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than the purchase, repurchase or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of acquisition) or (iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment being herein referred to as a "Restricted Payment"), if, immediately prior if at the time the Company or after giving effect thereto such Subsidiary makes such Restricted Payment: (a1) a Default or an Event of Default shall have occurred and be continuing (or would exist, result therefrom); or (b2) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur an additional $1.00 of Indebtedness pursuant to Section 4.3(a); or (c3) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after subsequent to the Issue Date and on or prior to the date of such Restricted Payment, shall would exceed the sum of of: (iA) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense 50% of the Company for Consolidated Net Income accrued during the period (taken treated as one accounting period) from the Issue Date to the last day end of the last full most recent fiscal quarter ending prior to the date of the proposed such Restricted Payment as to which financial results are available (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other but in no event ending more than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or 135 days prior to the date of such Restricted Payment) (or, plus in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); (iiiB) the aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other cash contributions to its capital subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company or an employee stock ownership plan or similar trust); (C) the aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) to an employee stock ownership plan or similar trust subsequent to the extent not otherwise included Issue Date; provided, however, that if such plan or trust Incurs any Indebtedness to or Guaranteed by the Company or any of its Subsidiaries to finance the acquisition of such Capital Stock, such aggregate amount shall be limited to such Net Cash Proceeds less such Indebtedness Incurred or Guaranteed by the Company or any of its Subsidiaries and any increase in clause the Consolidated Net Worth of the Company resulting from principal repayments made by such plan or trust with respect to Indebtedness Incurred by it to finance the purchase of such Capital Stock; (iD) the amount by which Indebtedness of the Company is reduced on the Company's balance sheet upon the conversion or exchange (iiother than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock of the Company (less the amount of any cash, or other property, distributed by the Company upon such conversion or exchange), above, an ; and (E) the amount equal to the net reduction in Investments (other than Permitted Investments) made by the Company or any of its Subsidiaries in Unrestricted Subsidiaries any Person resulting from payments repurchases or redemptions of dividendssuch Investments by such Person, proceeds realized upon the sale of such Investment to an unaffiliated purchaser, repayments of loans or advances, advances or other transfers of assets, in each case assets by such Person to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption; provided, defeasancehowever, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate that no amount expended for Restricted Payments in accordance with shall be included under this clause (cE) of the first paragraph of this Section 4.04, 100% of 4.4(a) to the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described extent it is already included in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04Consolidated Net Income.

Limitation on Restricted Payments. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly after the Issue Dateindirectly, make any Restricted Payment, if, immediately prior or after giving effect thereto (a) a Default or an Event of Default would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1, or (c) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any such payment in connection with any merger, consolidation or amalgamation to which the amount determined by subtracting Borrower is a party) except (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period dividends or distributions payable solely in its Capital Stock (taken as one accounting periodother than Disqualified Stock) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from and (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect dividends or distributions payable to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company Borrower or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceedand, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any such Restricted Subsidiary in making such Unrestricted Subsidiary. Notwithstanding the foregoingdividend or distribution, the provisions set forth in clause (b) or (c) to other holders of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted its Capital Stock on no more than a pro rata basis, measured by this Section 4.04value), (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest purchase, redeem, retire or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent otherwise acquire for value any Capital Stock of the Company owning 100% Borrower held by Persons other than the Borrower or a Restricted Subsidiary (other than any acquisition of Capital Stock deemed to occur upon the exercise of options if such Capital Stock represents a portion of the capital stock of the Companyexercise price thereof), and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) voluntarily purchase, repurchase, redeem, defease or otherwise voluntarily acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any dividendJunior Debt (other than a purchase, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stockrepurchase, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase defeasance or other acquisition or retirement for value in anticipation of any Indebtedness satisfying a sinking fund obligation, principal installment or Capital Stock final maturity, in each case due within one year of the Company or its Restricted Subsidiaries either in exchange for or out date of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any such purchase, repurchase, redemption, defeasance, repurchase defeasance or other acquisition or retirement of for value), or (iv) make any Junior Indebtedness or Capital Stock of the Company or its Restricted SubsidiariesInvestment (other than a Permitted Investment) or Junior Indebtedness in any Person (in the case of any such dividend, distribution, purchase, repurchase, redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of or Investment being herein referred to as a “Restricted Payment”), if at the Company time the Borrower or its such Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Subsidiary makes such Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.Payment after giving effect thereto:

Limitation on Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Date, make any Restricted Payment, if, immediately prior or after giving effect thereto (a) a Default or an Event of Default would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1, or (c) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of indirectly: (i) declare or pay any dividend or make any distribution on account of the amount determined by subtracting Equity Interests of the Company or any of its Subsidiaries (other than (x) 2.0 times dividends or distributions to the aggregate Consolidated Interest Expense extent payable in Qualified Equity Interests of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from Company, (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on dividends or prior to the date of such Restricted Payment, plus (iii) distributions to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case payable to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (Bz) such Holdings Securities contain no scheduled requirement for the payment of cash interest dividends or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment distributions by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Wholly Owned Subsidiary of the Company); (ii) of Qualified Capital Stock (in the case of purchase, redeem or otherwise acquire or retire for value any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) Equity Interests of the Company. In determining , or any of its Subsidiaries; (iii) make any principal payment on, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness, except at the aggregate amount expended for original final stated maturity date thereof; or (iv) make any Restricted Payments Investment (all such payments and other actions set forth in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viv) above being collectively referred to as "RESTRICTED PAYMENTS"), unless, at the time of and after giving effect to such Restricted Payment (the amount of any such Restricted Payment, if other than cash or Cash Equivalents, shall be the fair market value (as reasonably determined and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee prior to the making of such Restricted Payment) of the immediately preceding paragraph shall asset(s) proposed to be deducted. None of transferred by the transactions described in Section 4.01(b) aboveCompany or such Subsidiary, shall be taken into account in any calculation under this Section 4.04.as the case may be, pursuant to such Restricted Payment):

Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, declare or pay any dividend or make any distribution on or in respect of its Capital Stock to holders of such Capital Stock other than to the Company or to a Wholly-Owned Subsidiary of the Company. The Company shall not, and shall not cause or permit any of its Subsidiaries to, directly or indirectly, (a) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, or (b) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Securities (each of the foregoing actions set forth in clauses (a) and (b) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, shall have occurred and be continuing or (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness in compliance with Section 1007 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Original Issuance Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) shall exceed the sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Original Issuance Date and to the end of the Company's most recently ended fiscal quarter for which financial statements are publicly available at the time of such Restricted Payment (the "Reference Date") (treating such period as a single accounting period); plus (x) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and after sale subsequent to the Issue Original Issuance Date and on or prior to the date Reference Date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary Common Stock of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.

Limitation on Restricted Payments. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Securities or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or of an Event of Default would exist, shall have occurred and be continuing or (bii) the Company's Annualized Operating Cash Flow Ratio for Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the Reference Period would exceed 8.5 to 1, proviso in Section 5.12 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) from and after shall exceed the sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Issue Date and on or prior to the date of the Restricted Payment occurs (the "Reference Date") (treating such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting period as a single accounting period); plus (x) 2.0 times 100% of the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds received by the Company from the sale any Person (other than a Subsidiary) from the issuance and sale subsequent to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date Reference Date of such Restricted Payment, plus Qualified Capital Stock of the Company (iii) excluding net cash proceeds received from the sale of Capital Stock to employees of the Company and any of its Subsidiaries after the Issue Date to the extent not otherwise such amounts have been applied in accordance with clause (4) of the following paragraph); plus (y) without duplication of any amounts included in clause (iiii) or (ii), x) above, an amount equal to 100% of the aggregate net reduction in Investments in Unrestricted Subsidiaries resulting from payments cash proceeds of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of equity contribution received by the Company from Unrestricted Subsidiaries, or from redesignations a holder of Unrestricted Subsidiaries as Restricted Subsidiaries the Company's Capital Stock (valued in each case as provided in the definition of "Investments"), not to exceedexcluding, in the case of clauses (iii) (x) and (y), any Unrestricted Subsidiary, net cash proceeds from a Public Equity Offering to the amount of Investments previously made extent used to redeem the Securities); plus (z) aggregate net cash proceeds received by the Company and or any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoingof its Subsidiaries as a distribution or repayment with respect to, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividendsale of, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale Investments (other than Permitted Investments) made after the Issue Date up to a Subsidiary the original amount of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04such Investments.

Limitation on Restricted Payments. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly after the Issue Dateindirectly, (i) declare or pay any dividend or make any distribution (other than dividends or distributions payable solely in Qualified Capital Stock of the Company) on shares of the Company's Capital Stock to holders of such Capital Stock, (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or of any direct or indirect parent or Affiliate of the Company, or any warrants, rights or options to acquire shares of any class of such Capital Stock, other than any such Capital Stock owned by the Company or by a Qualified Restricted PaymentSubsidiary, if(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, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Notes (other than any such Indebtedness owing to a Qualified Restricted Subsidiary to the extent such Indebtedness is not subject to any Lien held by any Person other than the Company or a Qualified Restricted Subsidiary), or (iv) make any Investment (other than Permitted Investments) (each of the foregoing prohibited actions set forth in clauses (i), (ii), (iii) and (iv) being referred to as a "RESTRICTED PAYMENT"), if at the time of such proposed Restricted Payment or immediately prior or after giving effect thereto thereto, (aI) a Default or an Event of Default has occurred and is continuing or would existresult therefrom, or (II) the Company is not, or would not be, able to Incur at least $1.00 of additional Indebtedness in accordance with subclause (I)(B)(2) of paragraph (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1of Section 4.12, or (cIII) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of Directors) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary Directors of the Company) of its Qualified Capital Stock after exceeds or would exceed the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.sum of:

Limitation on Restricted Payments. The Company shall Guarantor will not, and shall will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Guarantor) on or in respect of shares of the Guarantor's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Guarantor or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock or (c) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b) and (c) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, shall have occurred and be continuing or (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Guarantor is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.03 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purpose, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Guarantor) from and after shall exceed the sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Guarantor earned subsequent to the Issue Date and on or prior to the date of the Restricted Payment occurs (the "Reference Date") (treating such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting period as a single accounting period); PLUS (x) 2.0 times 100% of the fair market value of the aggregate Consolidated Interest Expense of net proceeds received by the Company for the period (taken as one accounting period) Guarantor from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds any Person (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the CompanyGuarantor) of its Qualified Capital Stock after from the issuance and sale subsequent to the Issue Date and on or prior to the date Reference Date of such Restricted Payment, plus Qualified Capital Stock of the Guarantor; PLUS (iii) to the extent not otherwise y)without duplication of any amounts included in clause (iiii)(x) or above, 100% of the fair market value of the aggregate net proceeds of any contribution to the common equity capital of the Guarantor received by the Guarantor from a holder of the Guarantor's Capital Stock (iiexcluding, in the case of clauses (iii)(x) and (y), above, any net proceeds from a Public Equity Offering to the extent used to redeem the Securities); PLUS (z) an amount equal to the net reduction in Investments in lesser of (A) the sum of the fair market value of the Capital Stock of an Unrestricted Subsidiary owned by the Guarantor and the Restricted Subsidiaries resulting from payments and the aggregate amount of dividends, repayments all Indebtedness of loans or advances, or other transfers of assets, in each case such Unrestricted Subsidiary owed to the Company Guarantor and the Restricted Subsidiaries on the date of Revocation of such Unrestricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 4.23 or any Wholly Owned Restricted (B) the Designation Amount with respect to such Unrestricted Subsidiary on the date of the Company from Designation of such Subsidiary as an Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiaryaccordance with Section 4.23. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv1) the payment of any dividend within 60 days after the date of its declaration if of such dividend could if the dividend would have been made permitted on the date of its declaration in compliance with declaration; (2) if no Default or Event of Default shall have occurred and be continuing, the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of Capital Stock of the Company or its Restricted Subsidiaries Guarantor, either (i) solely in exchange for or out shares of Qualified Capital Stock of the Net Proceeds Guarantor or of an Assuming Party in a Domestication Event or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the CompanyGuarantor) of shares of Qualified Capital Stock of the Guarantor; (in the case 3) so long as no Default or Event of any redemptionDefault shall have occurred and be continuing, defeasance, repurchase or other acquisition or retirement repurchases of any Junior Indebtedness or Capital Stock of the Company Guarantor from officers, directors, employees or its consultants pursuant to equity ownership or compensation plans not to exceed $1.0 million in any year; and (4) so long as no Default or Event of Default shall have occurred and be continuing, other Restricted Subsidiaries) or Junior Indebtedness (Payments in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Companyan aggregate amount not to exceed $10.0 million. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Issue Date in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viii) of the immediately preceding paragraph paragraph, amounts expended pursuant to clauses (1) through (4) shall be deducted. None of the transactions described included in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04such calculation.

Limitation on Restricted Payments. The Neither the Company shall not, and shall not permit nor any of its Restricted Subsidiaries toshall, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable solely in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company, or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, other than through the exchange therefor solely of Qualified Capital Stock of the Company or warrants, rights or options to acquire Qualified Capital Stock of the Company, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Notes, or (d) make any Investment (other than Permitted Investments) in any Person (each of the foregoing prohibited actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such proposed Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default has occurred and is continuing or would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1result therefrom, or (cii) the Company is not able to Incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12(b) (as if such Restricted Payment had been made as of the last day of the Four Quarter Period), or (iii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board board of Directorsdirectors of the Company) from and after exceeds or would exceed the sum of: (x) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company during the period (treating such period as a single accounting period) subsequent to the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed making of such Restricted Payment (the "Computation Period") from Payment; and (y) Operating Cash Flow 100% of the Company for the Computation Period, plus (ii) the aggregate Net Equity Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from any Person (other than from a Subsidiary of the Company) from the issuance and sale subsequent to the Issue Date of Qualified Capital Stock of the Company (excluding (A) any Qualified Capital Stock of the Company paid as a dividend on any Capital Stock of the Company and (B) any Qualified Capital Stock of the Company with respect to which the purchase price thereof has been financed directly or indirectly using funds (i) borrowed from the Company or from any of its Subsidiaries, unless and until and to the extent such borrowing is repaid, or (ii) contributed, extended, guaranteed or advanced by the Company or by any of its Subsidiaries (including, without limitation, in respect of any employee stock ownership or benefit plan)). Notwithstanding the foregoing, these provisions do not prohibit: (1) the payment of any dividend or making of any distribution within 60 days after the date of its declaration if the dividend or distribution would have been permitted on the date of declaration; (2) the acquisition of Capital Stock of the Company or warrants, rights or options to acquire Capital Stock of the Company either (i) solely in exchange for shares of Qualified Capital Stock of the Company or warrants, rights or options to acquire Qualified Capital Stock of the Company, or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Qualified Capital Stock of the Company or its Restricted Subsidiaries warrants, rights or options to acquire Qualified Capital Stock of the Company; and (3) the acquisition of any Indebtedness of the Company that is subordinate or junior in right of payment to the Notes either (i) solely in exchange for or out shares of Qualified Capital Stock of the Net Proceeds Company, or (ii) through the application of the net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of (A) shares of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiarieswarrants, rights or options to acquire Qualified Capital Stock of the Company or (B) or Junior Indebtedness (Refinancing Indebtedness; provided, however, that in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiariesclauses (2) and (3) of this paragraph, no Default or Event of Default shall have occurred and be continuing at the Companytime of such payment or as a result thereof. In determining the aggregate amount expended for of Restricted Payments in accordance with clause (c) of made subsequent to the first paragraph of this Section 4.04Issue Date, 100% of the amounts expended under pursuant to clauses (i1) through and (v2) shall, in each case, be included in such calculation. Not later than the date of making any Restricted Payment, the immediately preceding paragraph Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment complies with this Indenture and setting forth in reasonable detail the basis upon which the required calculations were computed, which calculations may be deducted. None of based upon the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04Company's latest available internal quarterly financial statements.

Limitation on Restricted Payments. The Company shall Lessee will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (i) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of Lessee or in options, warrants, or other rights to purchase such Qualified Capital Stock (but excluding any debt security or Disqualified Capital Stock convertible into, or exchangeable for, such Qualified Capital Stock)) on or in respect of shares of Lessee's Capital Stock to holders of such Capital Stock, (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Lessee or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock (in each case, other than in exchange for Qualified Capital Stock of Lessee or options, warrants or other rights to purchase such Qualified Capital Stock (but excluding any debt security, or Disqualified Capital Stock convertible into, or exchangeable for, such Qualified Capital Stock)), (iii) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of Lessee that is subordinate or junior in right of payment to Lessee's rental payment obligations under the Lease Agreement or (iv) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (i), (ii), (iii) and (iv) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (aA) a Tranche A Default or an a Tranche A Event of Default would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1, shall have occurred and be continuing or (cB) Lessee is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 9.2(a) or (C) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of Lessee) from and after shall exceed the sum of: (1) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of Lessee earned subsequent to the Issue Date and on or prior to the date the Restricted Payment occurs (the "Reference Date") (treating such period as a single accounting period); plus (2) 100% of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense net cash proceeds and (y) the aggregate fair market value (as determined in good faith by the Board of the Company for the period Directors of Lessee as evidenced by a Board Resolution), of property other than cash, received by Lessee from any Person (taken as one accounting periodother than a Subsidiary of Lessee) from the Issue Date issuance and sale subsequent to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date Reference Date of Qualified Capital Stock of Lessee or options, warrants or other rights to purchase such Restricted PaymentQualified Capital Stock (but excluding any debt security or Disqualified Capital Stock convertible into, or exchangeable for, such Qualified Capital Stock); plus (iii3) to the extent not otherwise without duplication of any amounts included in clause (iC)(2) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary 100% of the Company aggregate net cash proceeds of any equity contribution received by Lessee from Unrestricted Subsidiaries, or from redesignations a holder of Unrestricted Subsidiaries as Restricted Subsidiaries Lessee's Capital Stock (valued in each case as provided in the definition of "Investments"), not to exceedexcluding, in the case of clauses (C)(3) and (4), any net cash proceeds from an Equity Offering to the extent used to purchase Equipment in accordance with Section 28.4.1 of the Lease Agreement and in compliance with Section 3.03(b) of the Indenture; plus (4) 100% of the aggregate net cash proceeds received by Lessee from any Person (other than a Subsidiary of Lessee) from the issuance and sale (subsequent to the Issue Date) of debt securities or shares of Disqualified Capital Stock that have been converted into or exchanged for Qualified Capital Stock of Lessee, together with the aggregate cash received by Lessee at the time of such conversion or exchange; plus (5) without duplication, the sum of (a) the aggregate amount returned in cash to Lessee or a Restricted Subsidiary of Lessee on or with respect to Investments (other than Permitted Investments) made subsequent to the Issue Date whether through interest payments, principal payments, dividends or other distributions or payments, (b) the net cash proceeds received by Lessee or any of its Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a Subsidiary of Lessee) and (c) upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of such Subsidiary; provided, however, that the sum of clauses (a), (b) and (c) above shall not exceed the aggregate amount of all such Investments previously made by subsequent to the Company and any Restricted Subsidiary in such Unrestricted SubsidiaryIssue Date; plus (6) $15,000,000. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 sixty (60) days after the date of its declaration if of such dividend could if the dividend would have been made permitted on the date of its declaration in compliance with the foregoing provisions, or declaration; (vii) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of Capital Stock of the Company or its Restricted Subsidiaries Lessee, either (A) solely in exchange for shares of Qualified Capital Stock of Lessee or out options, warrants, or other rights to purchase such Qualified Capital Stock (other than any debt security or Disqualified Capital Stock convertible into, or exchangeable for, such Qualified Capital Stock) or (B) through the application of the Net Proceeds net proceeds of the a substantially concurrent sale for cash (other than to a Subsidiary of the CompanyLessee) of shares of Qualified Capital Stock of Lessee or options, warrants, or other rights to purchase such Qualified Capital Stock (other than any debt security or Disqualified Capital Stock convertible into, or exchangeable for, such Qualified Capital Stock); (iii) the acquisition of any Indebtedness of Lessee that is subordinate or junior in right of payment to Lessee's rental payment obligations under the Lease Agreement either (A) solely in exchange for shares of Qualified Capital Stock of Lessee, or options, warrants, or other rights to purchase such qualified Capital Stock or (B) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of Lessee) of (1) shares of Qualified Capital Stock of Lessee or (2) Refinancing Indebtedness; (iv) dividends or payments to Guarantor of cash to be immediately applied to repurchases by Guarantor of Qualified Capital Stock of Guarantor or options to purchase such Qualified Capital Stock from directors or employees or former directors or former employees of Guarantor or any of its Subsidiaries or their authorized representatives upon the death, disability or termination of employment of such persons or pursuant to the terms of any customary agreement under which such Qualified Capital Stock or options were issued, in an aggregate amount not to exceed $1,000,000 plus any life insurance proceeds in any calendar year; (v) the repurchase of any Indebtedness which is subordinated to Lessee's rental payment obligations under the Lease Agreement at a purchase price not greater than 101% of the principal amount of such Indebtedness in the event of a change of control in accordance with provisions similar to Section 9.2(i) hereof; provided that, prior to or simultaneously with the purchase, the Lessor has made the Change of Control Offer as provided in the Indenture with respect to the Tranche A Notes and has repurchased all Tranche A Notes validly tendered for payment in connection with such Change of Control Offer; (vi) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of Section 9.2 hereof applicable to mergers, consolidating and transfers of all or substantially all of the property and assets of Lessee, (vii) any dividends or payments to Guarantor in respect of overhead expenses, legal, accounting, commissions reporting and other professional fees and expenses of Guarantor that are directly attributable to the operations of Lessee and its restricted subsidiaries; (viii) payments to holders of Qualified Capital Stock of Lessee or Guarantor (A) in lieu of the issuance of fractional shares of Qualified Capital Stock of Lessee or Guarantor or (B) to redeem or repurchase stock purchase of similar rights issued as a shareholder rights device; provided that the payments made pursuant to this clause (viii) from the Issue Date through the final stated maturity of the Tranche A Notes may not exceed $2,000,000; and (ix) repurchases, acquisitions or retirements of shares of Qualified Capital Stock of Lessee or Guarantor deemed to occur upon the exercise of stock options or similar rights issued under employee benefits plans of Lessee or Guarantor if such shares represent all or a portion of the exercise price or are surrendered in connection with satisfying any income tax obligation; provided that, except in the case of any redemptionclauses (i) and (ii), defeasance, repurchase no Tranche A Default or other acquisition Tranche A Event of Default shall have occurred and be continuing or retirement of any Junior Indebtedness or Capital Stock occur as a consequence of the Company actions or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Companypayments set forth therein. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Issue Date in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (vC) of the immediately preceding paragraph paragraph, amounts expended, without duplication, pursuant to clauses (i), (ii)(B), (iv) through (vi) and (viii) shall be deductedincluded in such calculation. None Not later than ten (10) days after the date of the transactions making any Restricted Payment (but not including any transaction described in the preceding paragraph), Lessee shall deliver to Indenture Trustee an officers' certificate stating that such Restricted Payment complies with Section 4.01(b) above9.2 and setting forth in reasonable detail the basis upon which the required calculations were computed, shall which calculations may be taken into account in any calculation under this Section 4.04based upon Lessee's latest available internal quarterly financial statements.

Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Notes or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b) (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, shall have occurred and be continuing or (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Effective Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) from and after shall exceed the Issue sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Effective Date and on or prior to the date of the Restricted Payment occurs (the "Reference Date") (treating such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting period as a single accounting period); plus (x) 2.0 times 100% of the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the Effective Date and on or prior to the Reference Date of Qualified Capital Stock of the Company; plus (y) without duplication of any amounts included in clause (iii)(x) above, 100% of the aggregate net cash proceeds of any equity contribution received by the Company from a holder of the Company's Capital Stock (excluding, in the case of clauses (iii)(x) and (y), any net cash proceeds from an Equity Offering to the extent used to redeem the Notes); plus (z) without duplication, the sum of (1) the aggregate amount returned in cash on or with respect to Investments (other than Permitted Investments) made subsequent to the Effective Date whether through interest payments, principal payments, dividends or other distributions or payments, (2) the net cash proceeds received by the Company or any of its Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a Subsidiary of the Company) and (3) upon redesignation of its Qualified Capital Stock after the Issue Date and on or prior to the date of such an Unrestricted Subsidiary as a Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the fair market value of such Subsidiary; provided, however, that the sum of clauses (1), (2) and (3) above shall not exceed the aggregate amount of all such Investments previously made by subsequent to the Company and any Restricted Subsidiary in such Unrestricted SubsidiaryEffective Date. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv1) the payment of any dividend within 60 days after the date of its declaration if of such dividend could if the dividend would have been made permitted on the date of its declaration in compliance with declaration; (2) if no Default or Event of Default shall have occurred and be continuing, the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of Capital Stock of the Company, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out (ii) through the application of the Net Proceeds net proceeds of the a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company; (in 3) if no Default or Event of Default shall have occurred and be continuing, the case acquisition of any redemptionIndebtedness of the Company that is subordinate or junior in right of payment to the Notes either (i) solely in exchange for shares of Qualified Capital Stock of the Company, defeasance, repurchase or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other acquisition or retirement than to a Subsidiary of any Junior Indebtedness or the Company) of (A) shares of Qualified Capital Stock of the Company or its Restricted Subsidiaries(B) Refinancing Indebtedness; and (4) so long as no Default or Junior Indebtedness (in Event of Default shall have occurred and be continuing, repurchases by the case Company of any redemption, defeasance, repurchase or other acquisition or retirement Common Stock of any Indebtedness the Company from employees of the Company or any of its Restricted Subsidiaries) Subsidiaries or their authorized representatives or successors upon the death, disability or termination of the Companyemployment of such employees, in an aggregate amount not to exceed $500,000 in any calendar year. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Effective Date in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viii) of the immediately preceding paragraph paragraph, amounts expended pursuant to clauses (1), (2)(ii), 3(ii)(A), (4) and (5) shall be deductedincluded in such calculation. None Not later than the date of making any Restricted Payment, the transactions described Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment complies with this Indenture and setting forth in Section 4.01(b) abovereasonable detail the basis upon which the required calculations were computed, shall which calculations may be taken into account in any calculation under this Section 4.04based upon the Company's latest available internal quarterly financial statements.

Limitation on Restricted Payments. The Company shall will not, and shall --------------------------------- will not permit any Restricted Subsidiary to, directly or indirectly, (i) declare or pay any dividend or make any distribution on its Capital Stock (other than dividends or distributions payable solely in shares of its or such Restricted Subsidiary's Capital Stock (other than Redeemable Stock) of the same class held by such holders or in options, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than (a) the Company, (b) any of its Restricted Subsidiaries to, directly or indirectly after the Issue Date, make any Restricted Payment, if, immediately prior or after giving effect thereto (a) a Default or an Event of Default would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1Subsidiaries, or (c) the aggregate amount any other shareholder of all such Restricted Payments made by Subsidiaries (so long as the Company and its Restricted SubsidiariesSubsidiaries receive their pro rata share of such dividend or distribution based on their ownership of such class or series of such Restricted Subsidiaries Capital Stock on which such dividend or distribution is being made), (ii) purchase, redeem, retire or otherwise acquire for value any shares of Capital Stock of the Company or an Unrestricted Subsidiary (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Person (other than the Company or a Restricted Subsidiary), (iii) make any payments on indebtedness subordinate to the Notes, or (iv) make any Investment, other than a Permitted Investment, in any Person (such payments or any other actions described in clauses (i) through (iv) being collectively "Restricted Payments") unless, at the time of, and after giving effect to, the proposed Restricted Payment Payment: (A) no Default or Event of Default shall have occurred and be continuing, (B) the Company would be permitted to incur additional indebtedness pursuant to the first paragraph of Section 4.3, and (C) the aggregate amount expended for all Restricted Payments (the amount so expended, if not made other than in cash, then the fair market value of any property used therefor, as to be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) from and after the Issue Date and on or prior to the date of such Restricted Payment, the Indenture shall not exceed the sum of (i1) the amount determined by subtracting (x) 2.0 which Consolidated EBITDA exceeds 1.5 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Closing Date to through the last day end of the last full completed fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, which financial statements are available plus (ii2) 100% of the aggregate Net Cash Proceeds (other than with respect to the PCC Equity Contribution) received by the Company on or after the Closing Date from the issuance and sale (other than permitted by the Indenture of its Capital Stock to a Person who is not a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case from the issuance to the Company or any Wholly Owned Restricted a Person who is not a Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiaryoptions, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution warrants or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata rights to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or acquire Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph The foregoing provision shall not be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.violated by reason of:

Limitation on Restricted Payments. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any Investment (other than Permitted Investments) or (d) repurchase or redeem the Schlumberger Junior Subordinated Notes, the Schlumberger Warrants, the Warrant Repurchase Indebtedness or Refinancing Indebtedness the proceeds of which are used to repurchase or redeem the Schlumberger Junior Subordinated Notes , the Schlumberger Warrants or the Warrant Repurchase Indebtedness (other than a repurchase or redemption using proceeds of Refinancing Indebtedness), or make any cash payments of interest thereon during (l) a blockage period in effect with respect to any such junior Indebtedness or (2) the time when the Company could, by the terms of such Indebtedness, otherwise defer such interest or pay such interest in-kind (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time ------------------ of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1shall have occurred and be continuing, or (cii) the Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness), in compliance with Section 4.12 or (iii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) from and after shall exceed the sum of: (w) 50% of the cumulative Consolidated Net Earnings (or if cumulative Consolidated Net Earnings shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Issue Date and on or prior to the date of the Restricted Payment occurs (the "Reference Date"), treating such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting -------------- period as a single accounting period; plus (x) 2.0 times 100% of the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds received by the Company from the sale any Person (other than to a Subsidiary of the Company) of its Qualified Capital Stock after from the issuance and sale subsequent to the Issue Date and on or prior to the date Reference Date of such Restricted Payment, Qualified Capital Stock of the Company; plus (iiiy) to 100% of the extent not otherwise net cash proceeds from the sale of Investments by the Company (other than Permitted Investments), provided that such Investment was made after the Issue -------- Date; plus (z) without duplication of any amounts included in clause (iiii)(x) or (ii), above, an amount equal to 100% of the aggregate net reduction in Investments in Unrestricted Subsidiaries resulting from payments cash proceeds of dividends, repayments of loans or advances, or other transfers of assets, in each case to any equity contribution received by the Company or any Wholly Owned Restricted Subsidiary after the Issue Date from a holder of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries Company's Capital Stock (valued in each case as provided in the definition of "Investments"), not to exceedexcluding, in the case of clauses (iii)(x) and (z), any Unrestricted Subsidiary, net cash proceeds from a Public Equity Offering to the amount extent used to redeem the Notes or from a sale as described in clause (2) (ii) of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiarynext succeeding paragraph). Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv1) the payment of any dividend within 60 days after the date of its declaration if of such dividend could if the dividend would have been made permitted on the date of its declaration in compliance with the foregoing provisions, declaration; or (v2) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of Capital Stock of the Company or its Restricted Subsidiaries of any of the Indebtedness described in clause (d) of the immediately preceding paragraph, either (i) solely in exchange for or out shares of Qualified Capital Stock of the Net Proceeds Company or (ii) through the application of the net cash proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (excluding, in the case of clause 2(ii), any redemptionnet cash proceeds from a Public Equity Offering to the extent used to redeem the Notes); or (3) dividends on, defeasanceand redemptions of, the shares of the Company's preferred stock held by the trust of the Company's retirement savings plan in accordance with the terms thereof on the date of this Indenture; (4) payments to redeem or repurchase stock or other acquisition or retirement of any Indebtedness similar rights from management of the Company in connection with the repurchase provisions under employee stock option or its Restricted Subsidiariesstock purchase agreements or other agreements to compensate management employees upon the termination of employment, death or disability of any such person; provided -------- that such redemptions or repurchases shall not exceed $1.0 million; or (5) the purchase, redemption or acquisition of the CompanySchlumberger Warrants with proceeds from the issuance of Warrant Repurchase Indebtedness; or (6) the purchase, redemption, acquisition, or refinancing of the Schlumberger Junior Subordinated Notes with Refinancing Indebtedness. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Issue Date in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viii) of the immediately preceding paragraph paragraph, amounts expended pursuant to clauses (1), (4) and (5) shall be deductedincluded in such calculation. None Not later than the date of making any Restricted Payment, the transactions described Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment complies with this Indenture and setting forth in Section 4.01(b) abovereasonable detail the basis upon which the required calculations were computed, shall which calculations may be taken into account in any calculation under this Section 4.04based upon the Company's latest available internal quarterly financial statements.

Limitation on Restricted Payments. The Company shall will not, and shall not nor will it permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly indirectly, (i) declare or pay any dividend on, or make any distribution in respect of, or purchase, redeem or otherwise acquire or retire for value, any Capital Stock of the Company other than through the issuance solely of the Company's own Capital Stock (other than Disqualified Stock), or rights thereto; (ii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value prior to scheduled principal payments or maturity, Indebtedness of the Company or any Restricted Subsidiary which is expressly subordinated in right of payment to the Notes (other than Indebtedness Incurred after the Issue Dateissuance of the Notes provided that such repayment, redemption, repurchase, defeasance or other retirement is made substantially concurrent with the receipt of proceeds from the Incurrence of Indebtedness that by its terms is both subordinated in right of payment to the Notes and matures, by sinking fund or otherwise, after April 15, 2012; or (iii) make any Restricted PaymentInvestment (such payments or any other actions described in (i), if(ii) and (iii) being referred to herein collectively as, immediately prior or "Restricted Payments") unless (A) at the time of, and after giving effect thereto to, the proposed Restricted Payment, no Event of Default (a) a Default and no event that, after notice or lapse of time, or both, would become an Event of Default would existDefault) shall have occurred and be continuing, (bB) the Company is able to Incur an additional $1.00 of Indebtedness pursuant to the first paragraph of the covenant described under Section 6.02 herein, and (C) at the time of, and after giving effect thereto, the sum of the aggregate amount expended (or with respect to guaranties or similar arrangements the amount then guaranteed) for all such Restricted Payments (the amount expended for such purposes, if other than in cash, to be determined by the Board of Directors of the Company's Annualized Operating Cash Flow Ratio for , whose determination shall be conclusive and evidenced by a resolution of such Board of Directors filed with the Reference Period would Trustee) subsequent to June 30, 1997 shall not exceed 8.5 the sum of (I) 50% of the aggregate Consolidated Net Income (or, in case such aggregate Consolidated Net Income shall be a deficit, minus 100% of such deficit) of the Company accrued on a cumulative basis subsequent to 1June 30, or 1997, (cII) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiariesnet proceeds, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, other than cash (as determined in good faith by the Board of Directors) from Directors of the Company, whose determination shall be conclusive and after the Issue Date and on or prior to the date evidenced by a resolution of such Restricted PaymentBoard of Directors filed with the Trustee), shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale issuance or sale, after the Original Issue Date, of Capital Stock (other than to a Subsidiary of the CompanyDisqualified Stock) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its including Capital Stock that is paid pro rata to all holders of such Capital (other than Disqualified Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will Company issued subsequent to the Original Issue Date upon the conversion of Indebtedness of the Company initially issued for cash, (III) 100% of dividends or distributions (the fair value of which, if other than cash, to be determined by the Board of Directors, in good faith) paid to the Company (or any Restricted Subsidiary) by an Unrestricted Subsidiary, Homebuilding Joint Venture or any other Person in which the Company (or any Restricted Subsidiary), directly or indirectly, has an ownership interest but less than a 100% ownership interest to the extent that such dividends or distributions do not prohibit exceed the amount of loans, advances or capital contributions made to any such entity or Person subsequent to the Original Issue Date and included in the calculation of Restricted Payments, and (ivIV) $40,000,000; provided, however, that the foregoing shall not prevent (aa) the -------- ------- payment of any dividend within 60 days after the date of its declaration thereof, if at said date of declaration the making of such payment would have complied with the provisions of this limitation on dividends; provided, however, that such dividend could have been made on the date shall be included in future calculations of its declaration in compliance with the foregoing provisionsRestricted Payments, or (vbb) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of the Company's Capital Stock of the Company or its Restricted Subsidiaries either in by exchange for for, or out of the Net Proceeds proceeds of the substantially concurrent sale of, other shares of its Capital Stock (other than to a Subsidiary Disqualified Stock); provided, however, that the aggregate net proceeds from such sale shall be excluded from the calculation of the amounts under subclause (II) above, or (cc) the redemption, repayment, repurchase, defeasance or other retirement of Indebtedness with proceeds received from the substantially concurrent sale of shares of the Company) of Qualified 's Capital Stock (in the case of any redemptionother than Disqualified Stock); provided however, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining that the aggregate amount expended for Restricted Payments in accordance with clause (c) of net proceeds from such sale shall be excluded from the first paragraph of this Section 4.04, 100% calculation of the amounts expended under clauses subclause (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(bII) above, shall be taken into account in any calculation under this Section 4.04.

Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Date, indirectly: (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock or any Restricted Subsidiary's Capital Stock; (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any Subsidiary of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock; (c) make any Investment (other than Permitted Investments); or (d) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Pari Passu Debt or Indebtedness subordinated in right of payment to the Notes or the Note Guarantees, except a payment of interest or principal at Stated Maturity (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"; provided, ifhowever, that ------------------ any payment made by a Restricted Subsidiary prior to its acquisition by, or merger into, the Company or a Subsidiary of the Company shall not constitute a Restricted Payment for purposes of this Section 4.10), unless at the time of such Restricted Payment and immediately prior or after giving effect thereto thereto, (ai) a no Default or an Event of Default would exist, shall have occurred and be continuing; and (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is able to 1, or incur at least $1.00 of additional Indebtedness (cother than Permitted Indebtedness) in compliance with Section 4.12; and (iii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) from and after is less than the sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Issue Date and on or prior to the date of the Restricted Payment occurs (the "Reference Date") (treating such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting period as a single -------------- accounting period); plus (x) 2.0 times 100% of the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds received by the Company from the sale any Person (other than to a Subsidiary of the Company) of its Qualified Capital Stock after from the issuance and sale subsequent to the Issue Date and on or prior to the date Reference Date of such Restricted Payment, Qualified Capital Stock of the Company; plus (iiiy) to 100% of the extent not otherwise net cash proceeds from the sale of Investments by the Company (other than Permitted Investments) provided that such Investment was made after the Issue Date; plus (z) without duplication of any amounts included in clause (iiii)(x) or (ii), above, an amount equal to 100% of the aggregate net reduction in Investments in Unrestricted Subsidiaries resulting from payments cash proceeds of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of equity contribution received by the Company from Unrestricted Subsidiaries, or from redesignations a holder of Unrestricted Subsidiaries as Restricted Subsidiaries the Company's Capital Stock (valued in each case as provided in the definition of "Investments"), not to exceedexcluding, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause clauses (biii)(x) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (az), (b) or (c) of any net cash proceeds from a Public Equity Offering to the immediately preceding paragraph will not prohibit (iv) extent used to redeem the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04Notes).

Limitation on Restricted Payments. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions by the Company payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the 42 -35- Notes or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, shall have occurred and be continuing; or (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.04 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined in good faith by the Board of DirectorsDirectors of the Company) from and after shall exceed the sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Issue Date and on or prior to the date of the Restricted Payment occurs (the "Reference Date") (treating such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting period as a single accounting period); plus (x) 2.0 times 100% of the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the Issue Date and on or prior to the Reference Date of Qualified Capital Stock of the Company; plus (y) without duplication of any amounts included in clause (iii)(x) above, 100% of the aggregate net cash proceeds of any equity contribution received by the Company from a holder of the Company's Capital Stock (excluding, in the case of clauses (iii)(x) and (y), any net cash proceeds from a Public Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth under paragraph 8 of the Note); plus (z) without duplication, the sum of (1) the aggregate amount returned in cash on or with respect to Investments (other than Permitted Investments) made subsequent to the Issue Date whether through interest payments, principal payments, dividends or other distributions or payments; (2) the net cash proceeds received by the Company or any of its Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a Subsidiary of the Company); and (3) upon redesignation of its Qualified Capital Stock after the Issue Date and on or prior to the date of such an Unrestricted Subsidiary as a Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the fair market value of such Subsidiary; provided, however, that the sum of clauses (1), (2) and (3) above shall not exceed the aggregate amount of all such Investments previously made by subsequent to the Company and any Restricted Subsidiary in such Unrestricted SubsidiaryIssue Date. Notwithstanding the foregoing, the provisions set forth in accordance with clause (b) or (ciii) of the immediately preceding paragraph will not prohibit paragraph, amounts expended pursuant to clauses (i1), (2) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B4) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described included in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04such calculation.

Limitation on Restricted Payments. The Company shall not, and shall will not permit pay or declare any dividend or make any other distribution on or on account of any class of its Restricted Subsidiaries toStock or other equity or make cash distributions of equity (including cash patronage refunds), or make interest payments on equity, or redeem, purchase or otherwise acquire, directly or indirectly indirectly, any shares of its Stock or other equity, or redeem, purchase or otherwise acquire, directly or indirectly, any Senior Unsecured Notes or any Subordinated Debt, including, but not limited to, its Subordinated Capital Certificates of Interest and Subordinated Loan Certificates (except required redemptions as provided in the indentures pursuant to which such Subordinated Debt was issued), or permit any Subsidiary to do any of the above (all of the foregoing being herein called “Restricted Payments”) except that the Company may make (a)(i) prior to the Conversion Date, (A) cash patronage refunds in an amount, for each Fiscal Year, not to exceed 10% of the member earnings for such Fiscal Year, and (B) present value cashing retirement and death payments (net of any amount the Company receives as insurance proceeds) in an aggregate amount not to exceed, in the case of this clause (B), $5,000,000 in any Fiscal Year; and (ii) after the Issue Conversion Date, make the payment of any Restricted Payment, if, amounts that would otherwise be permitted to be paid under the immediately preceding clause (a)(i) that were not paid prior or after giving effect thereto (a) a Default or an Event of Default would existto the Conversion Date, (b) payments not to exceed, in the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1aggregate, or (c) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times of the aggregate Consolidated Interest Expense Net Proceeds of Stock received from an initial public offering of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by $60,000,000 of cash-on-hand of the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause used for (iA) on or after the Conversion Date, the prepayment of up to 35% of the Senior Unsecured Notes plus any prepayment penalties, (ii)B) on or after the Conversion Date, abovethe prepayment of the Subordinated Capital Certificates of Interest plus any prepayment penalties and interest on deposit, an amount equal and (C) prior to or after the net reduction in Investments in Unrestricted Subsidiaries resulting from payments Conversion Date, the redemption of dividends, repayments certain outstanding written notices of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary allocation of the Company from Unrestricted Subsidiariesand payments in connection with the Permitted Conversion Transaction (which, subject to the limitation in amount set forth in this clause (b), may be funded with monies not constituting Net Proceeds of Stock), and (c) after the Conversion Date, payments of cash dividends in an aggregate amount not to exceed $5,000,000 per Fiscal Year, provided that prior to making any cash dividend payments pursuant to the immediately preceding clause (c), the Company shall deliver to Noteholders a certificate evidencing compliance with paragraph 6A(3) hereof after giving effect to such cash dividend payments, and provided, further, that the Company shall not make any Restricted Payments upon the occurrence and during the continuance of a Default or from redesignations Event of Unrestricted Subsidiaries Default. So long as Restricted Subsidiaries (valued in each case as provided no Default or Event of Default shall have occurred and be continuing, there shall not be included in the definition of "Investments")Restricted Payments: (x) dividends paid, not to exceedor distributions made, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for (y) exchanges of Stock of one or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary more classes of the Company) of Qualified Capital Stock (in , except to the case of any redemption, defeasance, repurchase extent that cash or other acquisition or retirement of value is involved in such exchange. Moreover, nothing in this Paragraph 6B shall prevent any Junior Indebtedness or Capital Stock of Subsidiary from making any Restricted Payments to the Company or its Restricted Subsidiaries) or Junior Indebtedness (to any other Related Party that directly owns Stock of such Subsidiary. The term “equity” as used in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of this Paragraph 6B shall include the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) ’s common stock, preferred stock, if any, other equity certificates, and notified equity accounts of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04patrons.

Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Notes or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would existshall have occurred and be continuing, (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12 of this Indenture or (cii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Series A/B Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) shall exceed the sum of: (x) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Series A/B Issue Date and ending on the last 33 day of the Company's last fiscal quarter ending prior to the date the Restricted Payment occurs (the "Reference Date") (treating such period as a single accounting period); plus (y) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and after sale subsequent to the Series A/B Issue Date and on or prior to the date Reference Date of such Restricted PaymentQualified Capital Stock of the Company; plus (z) without duplication of any amounts included in clause(iii)(y) above, shall exceed the sum 100% of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense net cash proceeds of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) any equity contribution received by the Company from the sale (other than to a Subsidiary holder of the Company) of its Qualified 's Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceedexcluding, in the case of clauses (iii)(y) and (z), any Unrestricted Subsidiary, net cash proceeds from (A) an Equity offering to the amount extent used to redeem the Notes (including any Additional Series D Notes) and (B) issuances and sales of Investments previously made by Qualified Capital Stock of the Company financed directly or indirectly using funds borrowed from the Company or any Subsidiary of the Company, until and any Restricted Subsidiary in to the extent such Unrestricted Subsidiaryborrowing is repaid). Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv1) the payment of any dividend within 60 days after the date of its declaration if of such dividend could if the dividend would have been made permitted on the date of its declaration in compliance with declaration; (2) if no Default or Event of Default shall have occurred and be continuing, the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of Capital Stock of the Company, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out (ii) through the application of the Net Proceeds net proceeds of the a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company; (in 3) if no Default or Event of Default shall have occurred and be continuing, the case acquisition of any redemptionIndebtedness of the Company that is subordinate or junior in right of payment to the Notes either (i) solely in exchange for shares of Qualified Capital Stock of the Company, defeasance, repurchase or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other acquisition or retirement than to a Subsidiary of any Junior Indebtedness or the Company) of (A) shares of Qualified Capital Stock of the Company or its Restricted Subsidiaries(B) Refinancing Indebtedness; (4) if no Default or Junior Indebtedness (in Event of Default shall have occurred and be continuing, an Investment through the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness application of the Company or its Restricted Subsidiaries) net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company; (5) if no Default or Event of Default shall have occurred and be continuing, Investments in an aggregate amount not to exceed $5,000,000; (6) the making of payments by the Company to Coinmach Laundry in an amount not in excess of the federal and state (in such states that permit consolidated or combined tax returns) income tax liability that the Company and its Restricted Subsidiaries would have been liable for if the Company and its Restricted Subsidiaries had filed their tax returns on a stand-alone basis; provided that such payments shall be made by the Company no earlier than five days prior to the date on which Coinmach Laundry is required to make its payments to the Internal Revenue Service or the applicable state taxing authority, as the case may be; (7) the repayment on the Series A/B Issue Date of Indebtedness of Coinmach Laundry owing to FINOVA Capital Corporation not to exceed $5.0 million in the aggregate; (8) if no Default or Event of Default shall have occurred and be continuing, a distribution to Coinmach Laundry solely to enable Coinmach Laundry to repurchase Coinmach Laundry Capital Stock from members of Coinmach Laundry management in connection with certain executive stock purchase agreements in effect on the Series A/B Issue Date not to exceed $500,000 in the aggregate; (9) if no Default or Event of Default shall have occurred and be continuing, the payment to Coinmach Laundry for reasonable accounting fees and other support services provided to the Company not to exceed $250,000 in any fiscal year; and (10) if no Default or Event of Default shall have occurred and be continuing, a distribution to Coinmach Laundry solely to enable Coinmach Laundry to pay a management fee to the Permitted Holders not to exceed $500,000 in any fiscal year. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Series A/B Issue Date in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viii) of the immediately preceding paragraph paragraph, amounts expended pursuant to clauses (1), (2), (4), (5), (8), (9) and (10) shall be deductedincluded in such calculation. None Not later than the date of making any Restricted Payment, the transactions described Company shall deliver to the Trustee an officers' certificate stating that such Restricted Payment complies with this Indenture and setting forth in Section 4.01(b) abovereasonable detail the basis upon which the required calculations were computed, shall which calculations may be taken into account in any calculation under this Section 4.04based upon the Company's latest available internal quarterly financial statements.

Limitation on Restricted Payments. The Company Holdings shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly after the Issue Dateindirectly, make any Restricted Payment, if, immediately prior or after giving effect thereto (a) a Default declare or an Event pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of Default would existHoldings) on or in respect of shares of Holdings' Capital Stock, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 redeem any Capital Stock of Holdings or any warrants, rights or options to 1purchase or acquire shares of any class of such Capital Stock, or (c) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), and (c) being referred to as a "Restricted Payment", if at the time of such Restricted Payment or immediately after giving effect thereto, (i) a Default shall have occurred and be continuing or (ii) Holdings is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.03 or (iii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Original Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of Holdings) from and after shall exceed the sum (the "Basket"), without duplication, of: (v) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of Holdings earned subsequent to the Original Issue Date and on or prior to the date the Restricted Payment occurs (the "Reference Date") (treating such period as a single accounting period); plus (w) 100% of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense net cash proceeds received by Holdings from any Person (other than a Restricted Subsidiary of the Company for the period (taken as one accounting periodHoldings) from the Issue Date issuance and sale subsequent to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Original Issue Date and on or prior to the date Reference Date of Qualified Capital Stock of Holdings (other than Qualified Capital Stock, the proceeds of which are to be used to redeem Company Notes pursuant to the provisions described in paragraph 5(b) of the Company Notes); plus (x) 100% of the net cash proceeds received by Holdings from any Person (other than a Restricted Subsidiary of Holdings) from the issuance subsequent to the Original Issue Date of Indebtedness convertible or exchangeable into Qualified Capital Stock of Holdings that has actually been so converted or exchanged, together with the aggregate net cash proceeds received by Holdings (other than from a Restricted Subsidiary of Holdings) at the time of such Restricted Payment, conversion or exchange; plus (iiiy) to the extent not otherwise without duplication of any amounts included in clause (iiii) or (ii), x) above, an 100% of the aggregate net cash proceeds of any equity contribution received by Holdings from a holder of Capital Stock; plus (z) the amount equal to the net reduction in Investments (other than Permitted Investments) made by Holdings or any of its Restricted Subsidiaries in Unrestricted Subsidiaries any Person resulting from payments from, and without duplication, (i) repurchases or redemptions of dividendssuch Investments by such Person, proceeds realized upon the sale of such Investment to an unaffiliated purchaser and repayments of loans or advances, advances or other transfers of assets, in each case assets by such Person to the Company Holdings or any Wholly Owned Restricted Subsidiary of Holdings or (ii) the Company from Unrestricted Subsidiaries, or from redesignations redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "InvestmentsInvestment"), ) not to exceed, in the case of any Unrestricted Restricted Subsidiary, the amount of Investments previously made by the Company and Holdings or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount was included in the calculation of Restricted Payments; provided, however, that no amount shall be included under this clause (z) to the extent it is already included in Consolidated Net Income. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv1) the payment of any dividend within 60 days after the date of its declaration if of such dividend could if the dividend would have been made permitted on the date of its declaration in compliance with the foregoing provisionsdeclaration; (2) if no Default shall have occurred and be continuing, or (vi) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of Capital Stock of the Company or its Restricted Subsidiaries either Holdings solely in exchange for shares of Qualified Capital Stock of Holdings or out (ii) the making of any Restricted Payment from the Net Proceeds net proceeds of the a substantially concurrent sale for cash (other than to a Subsidiary of the CompanyHoldings) of shares of Qualified Capital Stock of Holdings; (3) so long as no Default shall have occurred and be continuing, repurchases by Holdings of Common Stock of Holdings from employees of Holdings or any of its Subsidiaries or their authorized representatives (other than Permitted Holders) upon the death, disability or termination of employment of such employees, in an aggregate amount not to exceed 5% of the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock cumulative Consolidated Net Income of the Company earned subsequent to the Original Issue Date and on or its Restricted Subsidiariesprior to the date such repurchase occurs; and (4) or Junior Indebtedness (in any repurchase of equity interests deemed to occur upon the case exercise of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness stock options if such equity interest represents a portion of the Company or its Restricted Subsidiaries) exercise price of the Companysuch option. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Original Issue Date in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viii) of the immediately preceding paragraph paragraph, amounts expended pursuant to clauses (1), (2) (ii), (3) and (4) shall be deductedincluded in such calculation and amounts expended pursuant to clause (2) (i) shall not be included in such calculation. None The amount of any non-cash Restricted Payment shall be the fair market value, on the date such Restricted Payment is made, of the transactions described in Section 4.01(b) aboveassets or securities proposed to be transferred or issued by Holdings or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any non-cash Restricted Payment shall be taken into account determined by the Board of Directors of Holdings whose resolution with respect thereto shall be delivered to the Trustee, such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value exceeds $1.5 million. Not later than 60 days after the end of any fiscal quarter (100 days in the case of the last fiscal quarter of the fiscal year) during which any calculation under Restricted Payment is made, Holdings shall deliver to the Trustee an Officers' Certificate stating that all Restricted Payments made during such fiscal quarter were permitted and setting forth the basis upon which the calculations required by this Section 4.044.04 were computed, together with a copy of any opinion or appraisal required by this Indenture.

Limitation on Restricted Payments. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Date, indirectly: declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock; purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock; make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Notes or any Indebtedness of a Guarantor that is subordinate or junior in right of payment to such Guarantor's Guarantee; or make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto (a) thereto, a Default or an Event of Default would exist, shall have occurred and be continuing; or the Company is not able to incur at least $1.00 of additional Indebtedness (bother than Permitted Indebtedness) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1, in compliance with Section 4.03; or (c) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined in good faith by the Board of DirectorsDirectors of the Company) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.of:

Limitation on Restricted Payments. The Company shall not, and shall not permit Neither the Borrower nor any of its the Restricted Subsidiaries toshall, directly or indirectly after the Issue Dateindirectly, declare or make any Restricted Payment, if, immediately prior or after giving effect thereto except: (a) a Restricted Payments with any portion of the Cumulative Credit if at the time such Restricted Payment is made no Default or an Event of Default shall have occurred and be continuing (or would exist, result therefrom); (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1, or (c) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings no Default or Event of Default has occurred and is the direct Parent of the Company owning 100% of the capital stock of the Companycontinuing, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend or distribution within 60 sixty (60) days after the date of its declaration declaration, if such dividend could have been made on at the date of its declaration in compliance with the foregoing provisions, or such payment would be permitted by this Section 9.1; (vc) the redemption, defeasance, repurchase or other acquisition or retirement making of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either Payment in exchange for for, or out of the Net Proceeds of the net cash proceeds of, a substantially concurrent sale (other than to a Subsidiary of the CompanyBorrower) of Qualified Capital Stock of the Borrower or Holdings (in other than Disqualified Stock) or from a substantially concurrent cash capital contribution to the case of Borrower; (d) any redemption, defeasancerepurchase, repurchase defeasance or other acquisition or retirement of any Junior Subordinated Indebtedness by exchange for, or out of the net cash proceeds of, a substantially concurrent issue and sale of Indebtedness of the Borrower which does not have a shorter maturity than the Subordinated Indebtedness being refinanced (or if shorter, the Term Loans); (e) so long as no Default or Event of Default has occurred and is continuing, payments to purchase Capital Stock of the Company Borrower or its Restricted Subsidiaries) Holdings from officers or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness directors of the Company Borrower or its Restricted SubsidiariesHoldings in an amount not to exceed the sum of (1) $20,000,000 plus (2) $15,000,000 multiplied by the number of calendar years that have commenced since March 9, 2012; (f) so long as no Default or Event of Default has occurred and is continuing, payments (other than those covered by clause (e) above) to purchase Capital Stock of the Company. In determining Borrower or Holdings from management, employees or directors of the Borrower or any of its Subsidiaries, or their authorized representatives, upon the death, disability or termination of employment of such management, employees or directors, in aggregate amount expended for Restricted Payments in accordance with amounts under this clause (cf) not to exceed $15,000,000 in any Fiscal Year; (g) any purchase or redemption of Subordinated Indebtedness or any Capital Stock of Holdings, the first paragraph Borrower or any Restricted Subsidiaries required pursuant to the terms thereof as a result of this Section 4.04a Change of Control or an asset disposition; provided, 100% however, that at the time of the amounts expended under clauses such purchase or redemption no Default shall have occurred and be continuing (or would result therefrom); (h) payments to Holdings in an amount sufficient to enable Holdings to pay: (i) through its taxes, legal, accounting, payroll, benefits, incentive compensation, insurance and corporate overhead expenses (vincluding SEC, stock exchange and transfer agency fees and expenses); (ii) trade, lease, payroll, benefits, incentive compensation and other obligations in respect of goods to be delivered to, services (including management and consulting services) performed for and properties used by, the immediately preceding paragraph shall be deducted. None of Borrower and the transactions described Restricted Subsidiaries; (iii) the purchase price for Investments in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.other Persons; 71 [[6024167]]

Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Notes or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "RESTRICTED PAYMENT"), if at the time of such Restricted Payment, if, Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, shall have occurred and be continuing or (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12; or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) shall exceed the sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Issue Date and through the last day of the fiscal quarter ending prior to the date the Restricted Payment occurs (the "REFERENCE DATE") (treating such period as a single accounting period); PLUS (x) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and after sale subsequent to the Issue Date and on or prior to the date Reference Date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense Qualified Capital Stock of the Company for Company, including the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds received by the Company from upon the sale (other than to a Subsidiary exercise, exchange or conversion of the Company) of its Indebtedness or Disqualified Capital Stock into Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus Stock; PLUS (iiiy) to the extent not otherwise included in clause (i) or (ii), aboveConsolidated Net Income of the Company, an amount equal to the net reduction in Investments (other than reductions in Permitted Indebtedness) in Unrestricted Subsidiaries resulting from payments of dividends, interest payments, repayments of loans or advances, or other transfers of assetscash, in each case case, to the Company or to any Wholly Wholly-Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case valued as provided in the definition of "InvestmentsInvestment"), not to exceed, in the case of any an Unrestricted Subsidiary, the amount of Investments previously made by the Company and or any Restricted Subsidiary of the Company in such Unrestricted SubsidiarySubsidiary and which were treated as a Restricted Payment under this Indenture; PLUS (z) without duplication of any amounts included in clause (iii)(x) above, 100% of the aggregate net cash proceeds of any equity contribution received by the Company from a holder of the Company's Capital Stock (excluding, in the case of clauses (iii)(x) and (z), any net cash proceeds from an Equity Offering to the extent used to redeem the Notes). Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv1) the payment of any dividend within 60 days after the date of its declaration if of such dividend could if the dividend would have been made permitted on the date of its declaration in compliance with declaration; (2) if no Default or Event of Default shall have occurred and be continuing, the foregoing provisionsacquisition, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of Capital Stock of the Company, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out (ii) through the application of the Net Proceeds net proceeds of the a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company; (in 3) if no Default or Event of Default shall have occurred and be continuing, the case acquisition of any redemptionIndebtedness of the Company that is subordinate or junior in right of payment to the Notes either (i) solely in exchange for shares of Qualified Capital Stock of the Company, defeasance, repurchase or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other acquisition or retirement than to a Subsidiary of any Junior Indebtedness or the Company) of (A) shares of Qualified Capital Stock of the Company or its Restricted Subsidiaries(B) Refinancing Indebtedness; (4) so long as no Default or Junior Indebtedness (in Event of Default shall have occurred and be continuing, repurchases by the case Company of any redemptionCommon Stock of the Company from employees, defeasance, repurchase officers or other acquisition or retirement of any Indebtedness directors of the Company or any of its Restricted Subsidiaries) Subsidiaries or their authorized representatives upon the death, disability or termination of employment of such officers, directors and employees, in an aggregate amount not to exceed $1,000,000 in any calendar year and $5,000,000 in the aggregate, in each case plus the aggregate cash proceeds from any reissuance during such calendar year of Common Stock by the Company to employees, officers or directors of the CompanyCompany and its Subsidiaries plus the aggregate cash proceeds from any payments on life insurance policies in which the Company or its Subsidiaries is the beneficiary with respect to any employees, officers or directors of the Company and its Subsidiaries which proceeds are used to purchase the Common Stock of the Company held by any such employees, officers or directors; (5) if no Default or Event of Default shall have occurred and be continuing, the redemption at stated maturity of the existing Class A Preferred Stock of Xxxxx Xxx and the payment of scheduled dividend payments thereon in accordance with the terms of such Class A Preferred Stock; (6) if no Default or Event of Default shall have occurred and be continuing, the repurchase by the Company of the warrants issued in connection with the Warrant Agreement upon the exercise of the put rights contained in such Warrant Agreement by the holders of such warrants; and (7) repurchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Issue Date in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viii) of the immediately preceding paragraph paragraph, amounts expended pursuant to clauses (1), (2)(ii), (3)(ii)(A), (4), (5), (6) and, to the extent included in clause (iii)(x) or (z) of the preceding paragraph, (7) shall be deductedincluded in such calculation. None Not later than the date of making any Restricted Payment, the transactions described Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment complies with this Indenture and setting forth in Section 4.01(b) abovereasonable detail the basis upon which the required calculations were computed, shall which calculations may be taken into account in any calculation under this Section 4.04based upon the Company's latest available internal quarterly financial statements.

Limitation on Restricted Payments. The Company shall SCIS will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of SCIS) on or in respect of shares of SCIS' Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of SCIS or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, other than the exchange of such Capital Stock or any warrants, rights or options to acquire shares of any class of such Capital Stock for Qualified Capital Stock of SCIS or warrants, rights or options to acquire such Qualified Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of SCIS or its Restricted Subsidiaries that is subordinate or junior in right of payment to the Obligations or the Guaranteed Obligations, or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would existshall have occurred and be continuing, (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 SCIS is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 7.03 or (ciii) the aggregate amount of all Restricted Payments made by subsequent to the Company and its Restricted SubsidiariesClosing Date (the amount expended for such purposes, including such proposed Restricted Payment (if not made other than in cash, then being the fair market value of any such property used therefor, as determined in good faith by the Board of DirectorsDirectors of SCIS in good faith) from and after shall exceed the Issue sum of: (x) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of SCIS earned subsequent to the Closing Date and on or prior to the date the Restricted Payment occurs (the "Reference Date") (treating such period as a single accounting period); plus (y) 100% of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense Net Equity Proceeds received by SCIS from any Person (other than a Subsidiary of the Company for the period (taken as one accounting periodSCIS) from the Issue Date issuance and sale subsequent to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Closing Date and on or prior to the date Reference Date of such Restricted Payment, plus Qualified Capital Stock of SCIS (iii) including proceeds from the issuance and sale of any securities of SCIS convertible in to or exchangeable for Qualified Capital Stock of SCIS to the extent not otherwise such securities are so converted or exchanged and including any additional proceeds received by SCIS upon such conversion or exchange); plus (z) without duplication of any amounts included in clause (iiii)(y) or (ii), above, an amount equal 100% of the aggregate Net Equity Proceeds received by SCIS as capital contributions subsequent to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans Closing Date and on or advances, or other transfers of assets, in each case prior to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted SubsidiaryReference Date. Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit (1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of such dividend or notice of such redemption if the dividend or payment of the redemption price, as the case may be, would have been permitted on the date of declaration of notice; (2) the acquisition of any shares of Capital Stock of SCIS or warrants, options or other rights to acquire Capital Stock of SCIS, either (i) solely in exchange for shares of Qualified Capital Stock of SCIS or warrants, options or other rights to acquire such Qualified Capital Stock, or (ii) through the application of the net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of SCIS) of shares of Qualified Capital Stock of SCIS or warrants, options or other rights to acquire such Qualified Capital Stock; (3) the acquisition of Indebtedness of SCIS that is subordinate or junior in right or payment to the Obligations or the Guaranteed Obligations, either (i) solely in exchange for shares of Qualified Capital Stock of SCIS or warrants, options or other fights to acquire such Qualified Capital Stock or for Indebtedness of SCIS which is subordinate or junior in right of payment to the Obligations or the Guaranteed Obligations, at least to the extent that the Indebtedness being acquired is subordinated to the Obligations or the Guaranteed Obligations, and has a Weighted Average Life to Maturity no less than that of the Indebtedness being acquired or (ii) through the application of the net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of SCIS) of shares of Qualified Capital Stock of SCIS or warrants, options or other rights to acquire such Qualified Capital Stock or Indebtedness of SCIS which is subordinate or junior in right of payment to the Obligations or the Guaranteed Obligations, at least to the extent that the Indebtedness being acquired is subordinated to the Obligations or the Guaranteed Obligations, and has a Weighted Average Life to Maturity no less than that of the Indebtedness being refinanced; (4) payments by SCIS to OFSI to enable OFSI to pay a dividend to LSG/Lufthansa (or a Subsidiary thereof), in an aggregate amount not to exceed $2,500,000 in any 12-month period; provided that any unused portion of such amount may be carried over to any subsequent 12-month period; (5) payments by SCIS to OFSI on or after January 1, 1997 to enable OFSI to pay dividends to stockholders of OFSI other than LSG/Lufthansa (or a Subsidiary thereof), in an aggregate amount not to exceed $6,000,000 in any 12-month; provided that any unused portion of such amount may be carried over to any subsequent 12-month period; (6) payments by SCIS or any of its Subsidiaries to OFSI pursuant to the OFSI Tax Sharing Agreement; (7) payments by SCIS to OFSI sufficient to enable OFSI to (i) pay franchise taxes and other fees and expenses necessary to maintain its corporate existence, (ii) pay reasonable fees to its directors and (iii) perform accounting, legal, corporate reporting and administrative functions in the ordinary course of business, other than those functions which are related exclusively to OFSI's investments in Persons other than SCIS and Subsidiaries of SCIS; (8) payments by SCIS or any of its Subsidiaries to OFSI in an aggregate amount not to exceed $6,000,000 in any 12-month period, the proceeds of which are used by OFSI to repurchase outstanding shares of OFSI's common stock held by current or former employees or directors of SCIS or any of its Subsidiaries (A) following the death, disability or termination of employment of any such person or (B) pursuant to one or more written plans approved by the Board of Directors of OFSI and (9) payments by SCIS or any of its Subsidiaries to OFSI, the proceeds of which are used by OFSI to fund payments under a plan implemented to compensate management of SCIS and its Subsidiaries based on the value of OFSI's common stock; provided, however, that in the case of preceding clauses (4), (5) and (8)(B), no Default or Event of Default shall have occurred or be continuing at the time of such payment or as a result thereof. In determining the aggregate amount of Restricted Payments made subsequent to the Closing Date in accordance with clause (b) or (ciii) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04paragraph, (iix) 100% of each of the distribution payments described in clauses (1), (4) and (5) above (to the extent such expenditure is in the form of cash) and (y) 50% of the payments described in clauses (8)(A) and (8)(B) above (to the extent such expenditure is in the form of cash), other than amounts paid to Holdings sufficient the SCIS or a Subsidiary of SCIS by OFSI or such employee in satisfaction of loans of advances made by SCIS or such Subsidiary pursuant to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as clause (v) (A) Holdings is the direct Parent of the Company owning 100% definition of "Permitted Investments" (which shall not be included in such calculation or in the capital stock calculation of the Companypayments made pursuant to clause (8) above), shall be included in such calculation. Caterair will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, (Ba) such Holdings Securities contain no scheduled requirement for the payment declare or pay any dividend or make any distribution on or in respect of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Caterair's Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding (B) purchase, redeem or otherwise acquire or return for value any Capital Stock of Caterair or any warranties, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, -50- 57 decrease or otherwise acquire of retire for value, prior to any scheduled final maturity, scheduled repayment or scheduling sinking fund payment, any Indebtedness of Caterair or its Subsidiaries that is subordinate or junior in right of payment to the Obligations or the Guaranteed Obligations, or (d) make any Investment (other than Permitted Investments) (each of the foregoing paragraphactions set forth in clauses (a), (b), (c) and (d) being referred to as a "Caterair Restricted Payment"). Notwithstanding the foregoing, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (iv1) the payment of any dividend within 60 30 days after the date of its declaration if of such dividend could if the dividend would have been made permitted on the date of declaration; (2) payments by Caterair to Caterair Holdings sufficient to enable Caterair Holdings to (i) pay franchise taxes and other fees and expenses necessary to maintain its declaration corporate existence, (ii) pay reasonable fees to its directors and (iii) perform accounting, legal, corporate reporting and administrative functions in compliance with the foregoing provisions, ordinary course of business; (3) payments by Caterair or any of its Subsidiaries to Caterair Holdings pursuant to the Caterair Tax Sharing Agreement; and (v4) the redemption, defeasance, repurchase payments by Caterair or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) Borrower to SCIS or any Restricted Subsidiary of Qualified Capital Stock (in the case of SCIS. Prior to any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of Payment under the first paragraph of this Section 4.047.01, 100% SCIS shall deliver to the Administrative Agent a certificate of an Authorized Financial Officer of SCIS setting forth the amounts expended under clauses (i) through (v) computation by which the amount available for Restricted Payments pursuant to such paragraph was determined. The Administrative Agent shall have no duty or responsibility to determine the accuracy or correctness of the immediately preceding paragraph this computation and shall be deducted. None of the transactions described fully protected in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04relying on such officer's certificate.

Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of Capital Stock of the Company to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company or any Guarantor that is subordinate or junior in right of payment to the Notes or a Guarantee or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in CLAUSES (a), (b), (c) and (d) being referred to as a "RESTRICTED PAYMENT"), if at the time of such Restricted Payment, if, Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, shall have occurred and be continuing or (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with SECTION 4.12 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount -32- expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined in good faith by the Board of DirectorsDirectors of the Company) shall exceed the sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Issue Date and ending on the last day of the Company's last fiscal quarter ending prior to the date the Restricted Payment occurs for which financial statements are available (the "REFERENCE DATE") (treating such period as a single accounting period); plus (x) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and after sale subsequent to the Issue Date and on or prior to the date Reference Date of such Restricted PaymentQualified Capital Stock of the Company; or warrants, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense options or other rights to acquire Qualified Capital Stock of the Company for the period (taken as one accounting period) or from the Issue Date to the last day issuance of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow debt securities of the Company that have been converted into or exchanged for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after subsequent to the Issue Date and on or prior to the date of such Restricted Payment, Reference Date; plus (iiiy) without duplication of any amounts included in CLAUSE (iii)(x) above, 100% of the aggregate net cash proceeds of any equity contribution received by the Company from a holder of the Company's Capital Stock subsequent to the Issue Date and on or prior to the Reference Date; plus (z) to the extent not otherwise included in clause (i) or (ii), aboveConsolidated Net Income, an amount equal to the net reduction (received by the Company or any Restricted Subsidiary in cash or Cash Equivalents) in Investments in Unrestricted Subsidiaries (other than Permitted Investments) since the Issue Date (including reductions resulting from payments return of dividendsequity capital, repayments of the principal of loans or advances, the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or other transfers dispositions of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted SubsidiaryInvestment, the amount of Investments previously (other than Permitted Investments) made by the Company and any its Restricted Subsidiary Subsidiaries in such Unrestricted SubsidiaryPerson since the Issue Date (excluding, in the case of CLAUSES (iii)(x) and (y), any net cash proceeds from issuances and sales of Qualified Capital Stock of the Company financed directly or indirectly using funds borrowed from the Company or any Subsidiary of the Company, until and to the extent such borrowing is repaid). Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv1) the payment of any dividend within 60 days after the date of its declaration if of such dividend could if the dividend would have been made permitted on the date of its declaration in compliance with declaration; (2) if no Default or Event of Default shall have occurred and be continuing, the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of Capital Stock of the Company, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out (ii) through the application of the Net Proceeds net proceeds of the a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company Company; (3) if no Default or its Restricted Subsidiaries) or Junior Indebtedness (in Event of Default shall have occurred and be continuing, the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiariesthe Guarantors that is subordinate or junior in right of payment to the Notes and Guarantees either (i) solely in exchange for shares of Qualified Capital Stock of the Company, or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of (A) shares of Qualified Capital Stock of the Company or (B) Refinancing Indebtedness; (4) if no Default or Event of Default shall have occurred and be continuing, an Investment through the application of the net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company; (5) if no Default or Event of Default shall have occurred and be continuing, repurchases by the Company of Common Stock of the Company from an employee of the Company or any of its Subsidiaries upon the death, disability or termination of employment of such employee, in an aggregate amount not to exceed $500,000 in any fiscal year; and (6) if no Default or Event of Default shall have occurred and be continuing, the payment of management fees in an amount not to exceed $200,000 in any fiscal year. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Issue Date in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viii) of the immediately preceding paragraph paragraph, amounts expended pursuant to CLAUSES (1), (2)(ii),(3)(ii)(a), (4) and (5) shall be deductedincluded in such calculation. None Not later than the date of making any Restricted Payment, the transactions described Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment complies with this Indenture and -33- setting forth in Section 4.01(b) abovereasonable detail the basis upon which the required calculations were computed, shall which calculations may be taken into account in any calculation under this Section 4.04based upon the Company's latest available internal quarterly financial statements.

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly after the Issue Dateindirectly, to (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company) except (1) dividends or distributions payable in its Capital Stock (other than Disqualified Stock) and (2) dividends or distributions payable solely to the Company or another Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other stockholders on a pro rata basis), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock (including options or warrants to acquire such Capital Stock) of the Company or any Restricted Subsidiary, (iii) purchase, repurchase, redeem, prepay interest, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment, scheduled interest payment date or scheduled sinking fund payment, any Subordinated Obligations, or make any cash interest payment on Subordinated Shareholder Loans or (iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement, interest payment or Investment being herein referred to as a "Restricted Payment"), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: (x) after giving effect to such Restricted Payment, if, immediately prior or after giving effect thereto (a) a Default shall have occurred and be continuing (or an Event of Default would exist, result therefrom); or (by) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1, Company could not incur at least an additional $1.00 of Indebtedness under Section 4.3(a); or (cz) the aggregate amount of such Restricted Payment and all other Restricted Payments made by declared (the Company and its Restricted Subsidiariesamount so expended, including such proposed Restricted Payment (if not made other than in cash, then the fair market value of any property used therefor, as to be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution of the Board of Directors) from and after or made subsequent to the Issue Date and on or prior to the date of such Restricted Payment, shall would exceed the sum of of: (iA) the an amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date equal to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Company's Cumulative Operating Cash Flow of less 1.6 times the Company for the Computation Period, Company's Cumulative Consolidated Interest Expense; plus (iiB) the aggregate Net Cash Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other cash contributions to its capital subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company or an employee stock ownership plan or other trust established by the Company or any of its Subsidiaries); plus (C) the amount by which Indebtedness of the Company is reduced on the Company's balance sheet upon conversion or exchange (other than by a Restricted Subsidiary of the Company) subsequent to the Issue Date of its Qualified any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash or other property distributed by the Company upon such conversion or exchange); and plus (D) in the case of the disposition or repayment of any Investment constituting a Restricted Payment other than an Investment made pursuant to Section 4.4(b)(v) made after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), aboveDate, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments lesser of dividends, repayments the return of loans or advances, or other transfers capital with respect to such Investment and the cost of assetssuch Investment, in each case to either case, less the Company or any Wholly Owned Restricted Subsidiary cost of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders disposition of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) Investment. For purposes of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04Payments, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph cash distributed shall be deducted. None of valued at the transactions described in Section 4.01(b) above, face amount thereof and property or services distributed or transferred other than cash shall be taken into account in any calculation under this Section 4.04valued at its Fair Market Value.

Limitation on Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, make any Restricted Payment, Payment if, immediately prior or after giving effect thereto on a pro forma basis, (al) a Default or an Event of Default would existshall have occurred and be continuing, (b2) immediately after giving effect to such Restricted Payment on a pro forma basis, the Company's Annualized Operating Cash Flow Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding the Restricted Payment would exceed 8.5 be less than 2.0 to 1, or (c3) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, including after giving effect to such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall would exceed the sum of (ia) the amount determined by subtracting (x) 2.0 times 50% of the aggregate Consolidated Interest Expense Net Income of the Company and its Consolidated Subsidiaries for the period (taken as one accounting period) from commencing on the Issue Date first day of the first full fiscal quarter commencing after the Casino Opening Date, to and including the last day of the last full fiscal quarter ended immediately prior to the date of each such calculation (or, in the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow event Consolidated Net Income for such period is a deficit, then minus 100% of such deficit), minus 100% of the Company for amount of any writedowns, writeoffs, or negative extraordinary charges (other than any related to the Computation PeriodCasino prior to the Casino Completion Date) not otherwise reflected in Consolidated Net Income during such period, plus (iib) the aggregate Net Cash Proceeds (other than with respect to including the PCC Equity Contributionfair market value of non-cash proceeds, as determined in good faith by the Manager of the Company) received by the Company as a capital contribution or from the sale of its Qualified Capital Stock (other than to a Subsidiary of the CompanyCompany and other than in connection with a Qualified Exchange) of its Qualified Capital Stock after the Issue Date and on Casino Completion Date, or prior to (4) during each of the date of such two full consecutive Contingent Payment Periods preceding the proposed Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of has not paid (a) the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in Maximum Contingent Payments with respect to each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company such Contingent Payment Period and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or the Maximum Contingent Payments (cin this instance only, as defined in the Contingent Notes Indenture) with respect to the Contingent Notes with respect to each such Contingent Payment Period. The foregoing clauses (1), (2), (3) and (4) of the immediately preceding paragraph paragraph, however, will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend on or redemption of Qualified Capital Stock within 60 days after the date of its declaration or authorization, respectively, if such dividend or redemption could have been made on the date of its such declaration or authorization in compliance with the foregoing provisions, or (vB) the redemption, defeasance, repurchase redemption or distribution or other acquisition or retirement of any Indebtedness or Restricted Payment with respect to Capital Stock of or Indebtedness pursuant to, and in accordance with, any Required Regulatory Redemption effected in accordance with this Indenture (including dividends and distributions to the Parent Guarantor to permit the Parent Guarantor to effect a Required Regulatory Redemption), (C) a Qualified Exchange, (D) dividends and distributions by the Company or its Restricted Subsidiaries either to the Parent Guarantor in exchange for or out of an amount equal to all Permitted Tax Distributions, to the Net Proceeds of extent such are actually so applied by the substantially concurrent sale Parent Guarantor, (E) dividends and distributions (other than Permitted Tax Distributions) by the Company to a Subsidiary the Parent Guarantor to the extent necessary to permit the Parent Guarantor to pay the Parent Guarantor's reasonable professional fees and expenses in connection with complying 50 with its reporting obligations (including its obligations set forth in Section 5.8) and obligations to prepare and distribute business records, financial statements or other documents to any lender or other persons having business dealings with the Parent Guarantor or as may be required by law, the Parent Guarantor's costs and related expenses in connection with the computation of federal, state, local or foreign taxes and other governmental charges, indemnification agreements, insurance premiums, surety bonds and insurance brokers' fees, and the Company) Parent Guarantor's expenses for directors', officers' and employees' compensation and benefits, and any other administrative expenses incurred in the ordinary course of Qualified Capital Stock business practices (all, in the case of this clause (E) to be limited in an amount proportionate to the percentage of the book value of the Parent Guarantor's assets which is fairly attributable, at the time of such Restricted Payment, to the Company, its Subsidiaries and the Development Companies), and (F) Restricted Investments by the Company in any redemptionof the Development Companies, defeasance, repurchase or other acquisition or retirement and Restricted Payments by the Company to the Parent Guarantor to the extent the Parent Guarantor uses such Restricted Payment to make an Investment in any of the Development Companies. The full amount of any Junior Indebtedness or Capital Stock Restricted Payment made pursuant to either of the Company or its Restricted Subsidiariesclauses (A), (B) and (F) (but not those made pursuant to clauses (C), (D) or Junior Indebtedness (E)) will be deducted in the case calculation of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for of Restricted Payments in accordance with thereafter available to be made pursuant to clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v3) of the immediately preceding paragraph shall be deductedparagraph. None In addition to, and notwithstanding anything to the contrary in, the foregoing, the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, make any Restricted Payment (other than pursuant to clauses (B), (C), (D), (E) and (F) of the transactions described in Section 4.01(bimmediately preceding paragraph) above, prior to the last day of the Company's first full fiscal quarter during or prior to which the Casino Completion Date shall be taken into account in any calculation under this Section 4.04have occurred.

Limitation on Restricted Payments. The Company shall will not, and shall not nor will it permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly indirectly, (i) declare or pay any dividend on, or make any distribution in respect of, or purchase, redeem or otherwise acquire or retire for value, any Capital Stock of the Company other than through the issuance solely of the Company’s own Capital Stock (other than Disqualified Stock), or rights thereto; (ii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value prior to scheduled principal payments or maturity, Indebtedness of the Company or any Restricted Subsidiary which is expressly subordinated in right of payment to the Notes (other than any repayment, redemption, repurchase, defeasance or other retirement that is made substantially concurrent with the receipt of proceeds from the Incurrence of Indebtedness that by its terms is both subordinated in right of payment to the Notes and matures, by sinking fund or otherwise, after the Issue Dateearlier of (A) August 15, 2010, and (B) the maturity date of the Subordinated Indebtedness being repaid, redeemed, repurchased, defeased or otherwise retired); or (iii) make any Restricted PaymentInvestment (such payments or any other actions described in (i), if(ii) and (iii) being referred to herein collectively as, immediately prior or “Restricted Payments”) unless (A) at the time of, and after giving effect thereto to, the proposed Restricted Payment, no Event of Default (a) a Default and no event that, after notice or lapse of time, or both, would become an Event of Default would existDefault) shall have occurred and be continuing, (bB) the Company is able to Incur an additional $1.00 of Indebtedness pursuant to the first paragraph of the covenant described under Section 6.02 hereof, and (C) at the time of, and after giving effect thereto, the sum of the aggregate amount expended (or with respect to guaranties or similar arrangements the amount then guaranteed) for all such Restricted Payments (the amount expended for such purposes, if other than in cash, to be determined by the Board of Directors of the Company's Annualized Operating Cash Flow Ratio for , whose determination shall be conclusive and evidenced by a resolution of such Board of Directors filed with the Reference Period would Trustee) subsequent to June 30, 1997 shall not exceed 8.5 the sum of (I) 50% of the aggregate Consolidated Net Income (or, in case such aggregate Consolidated Net Income shall be a deficit, minus 100% of such deficit) of the Company accrued on a cumulative basis subsequent to 1June 30, or 1997, (cII) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiariesnet proceeds, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, other than cash (as determined in good faith by the Board of Directors) from Directors of the Company, whose determination shall be conclusive and after the Issue Date and on or prior to the date evidenced by a resolution of such Restricted PaymentBoard of Directors filed with the Trustee), shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale issuance or sale, after the Original Issue Date, of Capital Stock (other than to a Subsidiary of the CompanyDisqualified Stock) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its including Capital Stock that is paid pro rata to all holders of such Capital (other than Disqualified Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will Company issued subsequent to the Original Issue Date upon the conversion of Indebtedness of the Company initially issued for cash, (III) 100% of dividends or distributions (the fair value of which, if other than cash, to be determined by the Board of Directors, in good faith) paid to the Company (or any Restricted Subsidiary) by an Unrestricted Subsidiary, Homebuilding Joint Venture or any other Person in which the Company (or any Restricted Subsidiary), directly or indirectly, has an ownership interest but less than an 80% ownership interest to the extent that such dividends or distributions do not prohibit exceed the amount of loans, advances or capital contributions made to any such entity or Person subsequent to the Original Issue Date and included in the calculation of Restricted Payments, and (ivIV) $40,000,000; provided, however, that the foregoing shall not prevent (aa) the payment of any dividend within 60 days after the date of its declaration thereof, if at said date of declaration the making of such payment would have complied with the provisions of this limitation on dividends; provided, however, that such dividend could have been made on the date shall be included in future calculations of its declaration in compliance with the foregoing provisionsRestricted Payments, or (vbb) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of the Company’s Capital Stock of the Company or its Restricted Subsidiaries either in by exchange for for, or out of the Net Proceeds proceeds of the substantially concurrent sale of, other shares of its Capital Stock (other than to a Subsidiary Disqualified Stock); provided, however, that the aggregate net proceeds from such sale shall be excluded from the calculation of the amounts under subclause (II) above, or (cc) the redemption, repayment, repurchase, defeasance or other retirement of Indebtedness with proceeds received from the substantially concurrent sale of shares of the Company) of Qualified ’s Capital Stock (in the case of any redemptionother than Disqualified Stock); provided however, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining that the aggregate amount expended for Restricted Payments in accordance with clause (c) of net proceeds from such sale shall be excluded from the first paragraph of this Section 4.04, 100% calculation of the amounts expended under clauses subclause (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(bII) above, shall be taken into account in any calculation under this Section 4.04.

Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Compa- ny's Capital Stock to holders of such Capital Stock, (b) pur- chase, redeem or otherwise acquire or retire for value any Cap- ital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Notes or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b) (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, shall have occurred and be continuing or (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined deter- mined reasonably and in good faith by the Board of DirectorsDirectors of the Company) from and after shall exceed the sum of: (w) 50% of the cumula- tive Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Issue Date and on or prior to the date of the Restricted Payment occurs (the "Reference Date") (treating such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting period as a single accounting period); plus (x) 2.0 times 100% of the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds received by the Company from the sale any Person (other than to a Subsidiary of the Company) of its Qualified Capital Stock after from the issuance and sale subsequent to the Issue Date and on or prior to the date Reference Date of such Restricted Payment, Qualified Capital Stock of the Com- pany; plus (iiiy) to the extent not otherwise without duplication of any amounts included in clause (iiii)(x) or (ii), above, an 100% of the aggregate net cash proceeds of any equity contribution received by the Company from a holder of the Company's Capital Stock; plus (z) without dupli- cation, the sum of (1) the aggregate amount equal returned in cash on or with respect to Investments (other than Permitted Invest- ments) made subsequent to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividendsIssue Date whether through inter- est payments, repayments of loans or advancesprincipal payments, dividends or other transfers of assetsdistribu- tions or payments, in each case to (2) the net cash proceeds received by the Company or any Wholly Owned Restricted Subsidiary from the disposition of all or any portion of such Investments (other than to a Subsid- iary of the Company from Unrestricted Subsidiaries, or from redesignations Company) and (3) upon redesignation of Unrestricted Subsidiaries an Unre- stricted Subsidiary as a Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the fair market value of such Subsidiary; provided, however, that with respect -------- ------- to all Investments made in any Unrestricted Subsidiary or joint venture, the sum of clauses (1), (2) and (3) above with respect to such Investment shall not exceed the aggregate amount of all such Investments previously made by subsequent to the Company and any Restricted Subsidiary Issue Date in such Unrestricted SubsidiarySubsidiary or joint venture. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv1) the payment of any dividend within 60 days after the date of its declaration if of such dividend could if the dividend would have been made permitted on the date of its declaration in compliance with the foregoing provisions, or declaration; (v2) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of Capital Stock of the Company or its Restricted Subsidiaries Company, either (i) solely in exchange for or out shares of Qualified Capital Stock of the Net Proceeds Com- pany or (ii) through the application of the substantially net proceeds of a sub- stantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company; (in 3) if no Default or Event of Default shall have occurred and be continuing, the case acquisition of any redemptionIndebtedness of the Company that is subordinate or junior in right of pay- ment to the Notes either (i) solely in exchange for shares of Qualified Capital Stock of the Company, defeasance, repurchase or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other acquisition or retirement than to a Subsidiary of any Junior Indebtedness or the Company) of (A) shares of Qualified Capital Stock of the Company or (B) Refi- nancing Indebtedness; (4) so long as no Default or Event of Default shall have occurred and be continuing, payments for the purpose of and in an amount equal to the amount required to permit Holdings to redeem or repurchase Common Stock of Hold- ings or options in respect thereof from employees or officers of Holdings or any of its Restricted SubsidiariesSubsidiaries or their estates or authorized representatives upon the death, disability or termi- nation of the employment of such employees or officers in an aggregate amount not to exceed $3.0 million; (5) the making of distributions, loans or Junior Indebtedness (advances in an amount not to exceed $250,000 per annum sufficient to permit Holdings to pay the case ordinary operating expenses of any redemption, defeasance, repurchase or other acquisition or retirement Holdings related to Holdings' ownership of any Indebtedness Capital Stock of the Company (other than to the Principals or its Restricted Subsidiariestheir Related Parties); and (6) the payment of any amounts pursuant to the CompanyTax Allocation Agreement. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Issue Date in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viii) of the immediately preceding paragraph paragraph, amounts expended pursuant to clauses (1), (2) and (4) shall be deducted. None of the transactions described included in Section 4.01(bsuch calculation and amounts expended pursuant to clauses (3), (5) above, and (6) shall be taken into account excluded from such calculation. Not later than the date of making any Restricted Pay- ment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment complies with this Indenture and setting forth in any calculation under this Section 4.04reasonable detail the basis upon which the required calculations were computed, which calculations may be based upon the Company's latest available internal quarterly financial statements.

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly after indirectly, to (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) except (A) dividends or distributions payable in its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock and dividends payable in additional shares of Preferred Stock of the Company outstanding on the Issue Date, (B) dividends or distributions payable to the Company or a Restricted Subsidiary of the Company which holds any equity interest in the paying Restricted Subsidiary (and if the Restricted Subsidiary paying the dividend or making the distribution is not a Wholly-Owned Subsidiary, to its other holders of Capital Stock on a pro rata basis), (C) dividends, or other distributions in an amount equal to the "public company" expenses of COMFORCE Corporation, including, but not limited to, legal, regulatory compliance and accounting expenses, in any event not to exceed $1.25 million in any fiscal year and (D) dividends payable out of Net Available Cash resulting from an Asset Disposition to the extent, and only to the extent, that (x) such amount will be used to comply with Section 4.8 of the indenture under which the 15% Senior Secured PIK Debentures due 2009 of COMFORCE Corporation are issued (the "Senior Indenture") and (y) the Company has previously complied with clauses (A), (B) and (C) of clause (a)(i) of Section 4.8 of this Indenture, (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than a Wholly-Owned Subsidiary of the Company or any Capital Stock of a Restricted Subsidiary of the Company held by any Affiliate of the Company, other than a Wholly-Owned Subsidiary (in either case, other than in exchange for its Capital Stock (other than Disqualified Stock)), (iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than the purchase, repurchase or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition) or (iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment as described in preceding clauses (i) through (iv) being referred to as a "Restricted Payment, if, immediately prior "); if at the time the Company or after giving effect thereto such Restricted Subsidiary makes such Restricted Payment: (a1) a Default shall have occurred and be continuing (or an Event of Default would exist, result therefrom); or (b2) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur an additional $1.00 of Indebtedness pursuant to Section 4.3(a); or (c3) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made by subsequent to the Company and its Restricted Subsidiaries, including such proposed Restricted Payment Issue Date would exceed the sum of (if not made in cash, then A) 50% of the fair market value of any property used therefor, Consolidated Net Income accrued during the period (treated as determined in good faith by the Board of Directorsone accounting period) from and the first day of the fiscal quarter beginning on or after the Issue Date and on or to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment as to which financial results are available (but in no event ending more than 135 days prior to the date of such Restricted Payment) (or, in case such Consolidated Net Income shall exceed the sum be a deficit, minus 100% of such deficit); (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (iiB) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date (other than net proceeds received from an issuance or sale of such Capital Stock to (x) a Subsidiary of the Company, (y) an employee stock ownership plan or similar trust or (z) management employees of its Qualified Capital Stock after the Company or any Subsidiary of the Company); provided, however, that the value of any non-cash net proceeds shall be as determined by the Board of Directors in good faith, except that in the event the value of any non-cash net proceeds shall be $2.0 million or more, the value shall be as determined in writing by an independent investment banking firm of nationally recognized standing; (C) the amount by which Indebtedness of the Company is reduced on the Company's balance sheet upon the conversion or exchange (other than by a Restricted Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or other property, distributed by the Company upon such conversion or exchange); and on or prior to (D) the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments (other than Permitted Investments) made after the Issue Date by the Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries any Person resulting from payments (i) repurchases or redemptions of dividendssuch Investments by such Person, proceeds realized upon the sale of such Investment to an unaffiliated purchaser, repayments of loans or advances, advances or other transfers of assets, in each case assets by such Person to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations (ii) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "InvestmentsInvestment"), ) not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by included in the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) calculation of the immediately preceding paragraph will not prohibit (i) the use amount of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04Payments; provided, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividendshowever, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain that no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation included under this Section 4.04Clause (D) to the extent it is already included in Consolidated Net Income.

Limitation on Restricted Payments. The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, make any Restricted Payment, if, immediately prior or after giving effect thereto (a) a Default or an Event of Default would exist, exist (b) the Company's Annualized Operating Cash Flow Issuer would not be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Annual Debt to EBITDA Ratio for provision set forth in the Reference Period would exceed 8.5 to 1second paragraph of Section 4.10, or (c) the aggregate amount of all Restricted Payments made by the Company Issuer and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value Fair Market Value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 1.65 times the aggregate Consolidated Interest Expense of the Company Issuer for the period (taken as one accounting period) from the first day of the quarter commencing immediately prior to the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow Consolidated EBITDA of the Company Issuer for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company Issuer from the sale (other than to a Subsidiary of the CompanyIssuer) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted PaymentPayment (and in any case other than Excluded Contributions, plus Excluded Cash Contributions and Investment Equity), (iii) 100% of the aggregate amount of non-recourse contributions to the capital of the Issuer and its Restricted Subsidiaries since the Issue Date (in any case other than Excluded Contributions, Excluded Cash Contributions and Investment Equity), (iv) to the extent not otherwise included in clause clauses (i) or - (ii), iii) above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments repayment of loans or advances, or other transfers of assets, in each case to the Company Issuer or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in ) since the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company Issue Date and any Restricted Subsidiary in such Unrestricted Subsidiary(v) $30,000,000. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit the actions described below (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (vii) the redemption, defeasance, repurchase or other acquisition or retirement of any Subordinated Indebtedness or Capital Stock of the Company Issuer or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the CompanyIssuer) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company Issuer or its Restricted Subsidiaries) or Junior Indebtedness Subordinated Indebtedness, (in iii) the case of any redemptionpurchase, defeasance, repurchase redemption or other acquisition or retirement for value of Capital Stock of the Issuer from employees, former employees, directors, former directors, consultants and former consultants of the Issuer or any of its Subsidiaries pursuant to the terms of the agreements pursuant to which such Capital Stock was acquired in an amount not to exceed $5,000,000 in the aggregate in any calendar year (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); provided that such amount in any calendar year may be increased by an amount not to exceed (a) the cash proceeds from the sale of Capital Stock to members of management, directors or consultants that occurs after the Measurement Date plus (b) the cash proceeds of key man life insurance policies received by the Issuer and its Restricted Subsidiaries after the Measurement Date; (iv) repurchases of Capital Stock of the Issuer deemed to occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options, (v) the repurchase or other repayment of Indebtedness subordinated in right of payment to the Securities upon a Change of Control or Asset Sale to the extent required by the agreement governing such Indebtedness but only if the Issuer shall have complied with Article X or, as the case may be, Section 4.13 and purchased all Securities validly tendered and not withdrawn pursuant to the relevant offer prior to purchasing or repaying such other Indebtedness; (vi) the repurchase, redemption, defeasance, retirement, refinancing, acquisition for value or payment of principal of any Indebtedness of the Company Issuer or any Guarantor subordinated in right of payment to the Securities (other than Disqualified Capital Stock) (a "refinancing") through the issuance of new Subordinated Indebtedness of the Issuer or any Guarantor, provided that any such new Subordinated Indebtedness (1) shall be in a principal amount that does not exceed the principal amount so refinanced (or, if such Subordinated Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, then such lesser amount as of the date of determination), plus the lesser of (I) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (II) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Issuer or any Guarantor, as the case may be, incurred in connection with such refinancing; (2) has a final maturity date later than the final maturity date of, and has a Weighted Average Life equal to or greater than the Weighted Average Life of, the Indebtedness to be refinanced; and (3) is expressly subordinated in right of payment to the Securities or the Guarantees, as applicable, at least to the same extent as the Indebtedness to be refinanced; (vii) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Capital Stock of the Issuer or any Guarantor or any Preferred Stock of the Issuer's Restricted Subsidiaries that are not Guarantors issued or incurred in accordance with Section 4.10; (viii) the payment of dividends on the Issuer's common equity interests after the Issue Date of up to 6% per annum of an amount equal to the net cash proceeds received by the Issuer in its initial public offering; (ix) the repurchase, retirement or other acquisition for value of Capital Stock of the Issuer in existence on the Measurement Date (which shall not exceed 7.1% of the outstanding Capital Stock of the Issuer prior to January 7, 1999) and which are not held by Welsh Carson, Blackstone or their respective Affiliates or any members xx xxxxxxxxnt of the Issuer or its Restricted SubsidiariesSubsidiaries (including any Capital Stock issued in respect of such Capital Stock as a result of a stock split, recapitalization, merger, combination, consolidation or otherwise) provided that (A) the amount per share paid under this clause (ix) shall not exceed $41.50 per share (as such amount shall be adjusted as determined in good faith by the Board of Directors of the CompanyIssuer for stock splits, stock dividends, recapitalizations, stock recombinations, mergers, reverse stock splits, consolidations or similar transactions) and (B) after giving effect thereto, the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Annual Debt to EBITDA Ratio test contained in the second paragraph of Section 4.10; (x) Investments made with Excluded Contributions; (xi) any payments made in connection with the Transactions; (xii) cash payments in lieu of the issuance of fractional shares; and (xiv) other Restricted Payments in an aggregate amount not to exceed $30,000,000. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.044.3, 100% of the amounts expended under clauses (i), (ii) through (vto the extent the Net Proceeds from the concurrent sale of Qualified Capital Stock has been added to the aggregate Net Proceeds calculation pursuant to clause (ii) of clause (c) of the first paragraph of this Section 4.3), (iii), (iv), (vii), (viii), (ix) and (xii) of the immediately preceding paragraph shall be deducteddeducted from the amount of Restricted Payments that can be made under such clause (c). None For the avoidance of doubt, in determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the transactions described first paragraph of this Section 4.3, none of the amounts expended under any of the clauses not referred to in Section 4.01(b) above, the immediately preceding sentence shall be taken into account in any calculation deducted from the amount of Restricted Payments that can be made under this Section 4.04such clause (c).

Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly after the Issue Dateindirectly, make any Restricted Payment, if, immediately prior or after giving effect thereto (a) a Default declare or an Event pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of Default would existthe Company) on or in respect of shares of the Company's Capital Stock, (b) redeem any Capital Stock of the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company or Holdings or any warrants, rights or options to 1purchase or acquire shares of any class of such Capital Stock, or (c) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), and (c) being referred to as a "Restricted Payment"), if at the time of such Restricted Payment or immediately after giving effect thereto, (i) a Default shall have occurred and be continuing or (ii) the Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.03 or (iii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) from and after shall exceed the sum (the "Basket"), without duplication, of: (v) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment occurs (the "Computation PeriodReference Date") from (ytreating such period as a single accounting period); plus (w) Operating Cash Flow 100% of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds received by the Company from the sale any Person (other than to a Restricted Subsidiary of the Company) of its Qualified Capital Stock after from the issuance and sale subsequent to the Issue Date and on or prior to the date Reference Date of Qualified Capital Stock of the Company (other than Qualified Capital Stock, the proceeds of which are to be used to redeem Securities pursuant to the provisions described in paragraph 5(b) of the Securities); plus (x) 100% of the net cash proceeds received by the Company from any Person (other than a Restricted Subsidiary of the Company) from the issuance subsequent to the Issue Date of Indebtedness convertible or exchangeable into Qualified Capital Stock of the Company that has actually been so converted or exchanged, together with the aggregate net cash proceeds received by the Company (other than from a Restricted Subsidiary of the Company) at the time of such Restricted Payment, conversion or exchange; plus (iiiy) to the extent not otherwise without duplication of any amounts included in clause (iiii)(x) or (ii), above, an 100% of the aggregate net cash proceeds of any equity contribution received by the Company from a holder of the Company's Capital Stock; plus (z) the amount equal to the net reduction in Investments (other than Permitted Investments) made by the Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries any Person resulting from payments from, and without duplication, (i) repurchases or redemptions of dividendssuch Investments by such Person, proceeds realized upon the sale of such Investment to an unaffiliated purchaser and repayments of loans or advances, advances or other transfers of assets, in each case assets by such Person to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations (ii) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "InvestmentsInvestment"), ) not to exceed, in the case of any Unrestricted Restricted Subsidiary, the amount of Investments previously made by the Company and or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount was included in the calculation of Restricted Payments; provided, however, that no amount shall be included under this clause (z) to the extent it is already included in Consolidated Net Income. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv1) the payment of any dividend within 60 days after the date of its declaration if of such dividend could if the dividend would have been made permitted on the date of its declaration in compliance with the foregoing provisionsdeclaration; (2) if no Default shall have occurred and be continuing, or (vi) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of Capital Stock of the Company or its Restricted Subsidiaries either Holdings solely in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) shares of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted SubsidiariesHoldings, respectively, or (ii) or Junior Indebtedness (in the case making of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.any

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any Subsidiary of its Restricted Subsidiaries the Company (other than a Non-Recourse Subsidiary) to, directly or indirectly after the Issue Dateindirectly, (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company) or to the holders of its Capital Stock (except dividends or distributions payable solely in its Non-Convertible Capital Stock or in options, warrants or other rights to purchase its Non-Convertible Capital Stock and except dividends or distributions payable to the Company or a Subsidiary of the Company and, if a Subsidiary of the Company is not wholly owned, to its equity holders as a whole, in accordance with their holdings), (ii) purchase, repurchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company, (iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment, the principal amount of any Subordinated Obligations, other than (x) Subordinated Obligations with respect to Debt permitted under Section 4.09(b)(3) hereof and (y) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment, in each case, due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, or (iv) make any Investment, other than a Permitted Investment (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment being herein referred to as a “Restricted Payment”), if, immediately prior if at the time the Company or such Subsidiary makes such Restricted Payment and after giving effect thereto (a) a Default or an Event of Default would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1, or (c) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value Fair Market Value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (if other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Paymentin cash, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments shall be determined in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.provisions herein):

Limitation on Restricted Payments. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock, (b) 44 45 purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Securities (except the prepayment, purchase, repurchase or other acquisition or retirement of Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of prepayment, purchase, repurchase or other acquisition or retirement) or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, shall have occurred and be continuing or (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.04 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) shall exceed the sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Issue Date through the last day of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such proposed Restricted Payment (the "Reference Date") (treating such period as a single accounting period); plus (x) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Restricted Subsidiary of the Company) from the issuance and after sale subsequent to the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum Reference Date of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense Qualified Capital Stock of the Company and (ii) Indebtedness or Disqualified Capital Stock that has been converted into or exchanged for Qualified Capital Stock together with the period (taken as one accounting period) from aggregate net cash proceeds received by the Issue Date to Company or any Restricted Subsidiary at the last day time of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from such conversion or exchange; plus (y) Operating Cash Flow without duplication of any amounts included in clause (iii)(x) above, 100% of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds of any equity contribution received by the Company from a holder of the sale Company's Capital Stock (excluding, in the case of clauses (iii)(x) and (y), any net cash proceeds from a Public Equity Offering to the extent used to redeem the Securities); plus (z) without duplication, the sum of (1) the aggregate amount returned in cash on or with respect to Investments (other than Permitted Investments) made subsequent to the Issue Date whether through interest payments, principal payments, dividends or other distributions or payments, (2) the net cash proceeds received by the Company or any of its Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a Restricted Subsidiary of the Company) and (3) upon redesignation of its Qualified Capital Stock after the Issue Date and on or prior to the date of such an Unrestricted Subsidiary as a Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the fair market value of such Subsidiary; provided, however, that the sum of clauses (1), (2) and (3) above shall not exceed the aggregate amount of all such Investments previously made by subsequent to the Company and any Restricted Subsidiary in such Unrestricted SubsidiaryIssue Date. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of its declaration if of such dividend could or the giving of such irrevocable redemption if the dividend or redemption would have been made permitted on the date of its declaration in compliance with or the foregoing provisions, giving of such irrevocable redemption; (2) if no Default or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.Event

Limitation on Restricted Payments. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly after the Issue Dateindirectly, make any Restricted Payment, if, immediately prior or after giving effect thereto (a) a Default or an Event of Default would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1, or (c) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any such payment in connection with any merger or consolidation to which the amount determined by subtracting Borrower is a party) except (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period dividends or distributions payable solely in its Capital Stock (taken as one accounting periodother than Disqualified Stock) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from and (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect dividends or distributions payable to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company Borrower or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceedand, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any such Restricted Subsidiary in making such Unrestricted Subsidiary. Notwithstanding the foregoingdividend or distribution, the provisions set forth in clause (b) or (c) to other holders of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted its Capital Stock on no more than a pro rata basis, measured by this Section 4.04value), (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest purchase, redeem, retire or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent otherwise acquire for value any Capital Stock of the Company owning 100% Borrower held by Persons other than the Borrower or a Restricted Subsidiary (other than any acquisition of Capital Stock deemed to occur upon the exercise of options if such Capital Stock represents a portion of the capital stock of the Companyexercise price thereof), and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) voluntarily purchase, repurchase, redeem, defease or otherwise voluntarily acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any dividendJunior Debt (other than a purchase, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stockrepurchase, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase defeasance or other acquisition or retirement for value in anticipation of any Indebtedness satisfying a sinking fund obligation, principal installment or Capital Stock final maturity, in each case due within one year of the Company date of such purchase, repurchase, redemption, defeasance or its Restricted Subsidiaries either in exchange for other acquisition or out of the Net Proceeds of the substantially concurrent sale retirement) or (iv) make any Investment (other than to a Subsidiary of the CompanyPermitted Investment) of Qualified Capital Stock in any Person (in the case of any such dividend, distribution, purchase, repurchase, redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of Investment being herein referred to as a “Restricted Payment”), if at the Company time the Borrower or its such Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Subsidiary makes such Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.Payment after giving effect thereto:

Limitation on Restricted Payments. The Unless and until the Termination and Release shall have occurred, the Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly after the Issue Dateindirectly, (i) declare or pay any dividend or make any distribution on its Capital Stock (other than dividends or distributions payable solely in shares of its or such Restricted PaymentSubsidiary's Capital Stock (other than Redeemable Stock or Capital Stock of a Guarantor or Palm Shipping) of the same class held by such holders or in options, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than the Company or any of its Wholly Owned Restricted Subsidiaries, (ii) purchase, redeem, retire or otherwise acquire for value any shares of Capital Stock of the Company or any of its Subsidiaries (including options, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than the Company or any of its Wholly Owned Restricted Subsidiaries, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other voluntary acquisition or retirement for value, of Indebtedness of the Company that is subordinated in right of payment to the Securities, or (iv) make any Investment in any Affiliate of the Company (other than a Restricted Subsidiary) or any Unrestricted Subsidiary (such payments or any other actions described in clauses (i) through (iv) being collectively "Restricted Payments") if, immediately prior or at the time of, and after giving effect thereto to, the proposed Restricted Payment: (aA) a Default or an Event of Default would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1, shall have occurred and be continuing or (cB) the aggregate amount of expended for all Restricted Payments made (the amount so expended, if other than in cash, to be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) after the date of this Indenture shall exceed the sum of (1) 50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the Adjusted Consolidated Net Income is a loss, minus 100% of such amount) of the Company (determined by excluding income resulting from transfers of assets received by the Company or a Restricted Subsidiary from an Unrestricted Subsidiary) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the month immediately following the Closing Date and its Restricted Subsidiaries, ending on the last day of the last fiscal quarter preceding the Transaction Date plus (2) the aggregate net proceeds (including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, non-cash proceeds as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from (including the sale (other than to a Subsidiary amount of dividends reinvested in the Capital Stock of the Company) from the issuance and sale permitted by the Indenture of its Qualified the Capital Stock after of the Issue Date and on Company (other than Redeemable Stock) to a Person who is not a Restricted Subsidiary or an Unrestricted Subsidiary, including an issuance or sale permitted by this Indenture for cash or other property upon the conversion of any Indebtedness of the Company subsequent to the Closing Date, or from the issuance of any options, warrants or other rights to acquire Capital Stock of the Company (in each case, exclusive of any Redeemable Stock or any options, warrants or other rights that are redeemable at the option of the holder, or are required to be redeemed, prior to the date Stated Maturity of such Restricted Payment, the Securities) plus (iii3) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each 50 59 case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted SubsidiarySubsidiary plus (4) $50 million. Notwithstanding the foregoingThe foregoing provision shall not take into account, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will and shall not prohibit be violated by reason of: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the thereof if, at said date of its declaration in compliance declaration, such payment would comply with the foregoing provisions, or paragraph; (vii) the redemption, defeasancerepurchase, repurchase defeasance or other acquisition or retirement for value (other than by a Guarantor) of any Indebtedness of the Company that is subordinated in right of payment to the Securities, including premium, if any, and accrued and unpaid interest, with the proceeds of, or in exchange for, Indebtedness Incurred under clause (iii) of the second paragraph of Section 4.03(a); (iii) the repurchase, redemption or other acquisition by the Company of Capital Stock of the Company or its Restricted Subsidiaries either in exchange for for, or out of the Net Proceeds proceeds of the a substantially concurrent sale (other than to a Subsidiary offering of, shares of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company (other than Redeemable Stock); (iv) the acquisition by the Company of Indebtedness of the Company that is subordinated in right of payment to the Securities in exchange for, or its Restricted Subsidiariesout of the proceeds of, a substantially concurrent offering of, shares of the Capital Stock of the Company (other than Redeemable Stock); (v) payments or Junior Indebtedness distributions pursuant to or in connection with a consolidation, merger or transfer of assets that complies with Article Six; or (vi) the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right (as determined in good faith by the Board of the Directors) of any rights granted to all of the holders of Common Stock of the Company pursuant to any shareholders' rights plan adopted for the purpose (determined in good faith by the Board of Directors) of protecting shareholders from unfair takeover tactics; provided that any such purchase, redemption, acquisition, cancellation or other retirement of such rights shall not be for the purpose of evading the limitations of this Section 4.04 (all as determined in good faith by the Board of Directors); 51 60 provided that, in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through and (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(bii) above, no Default or Event of Default shall have occurred and be continuing or occur as a consequence of the actions or payments set forth therein. Notwithstanding the foregoing, in the event of an issuance of Capital Stock of the Company and (1) the repurchase, redemption or other acquisition of Capital Stock out of the proceeds of such issuance or (2) the acquisition of Securities or Indebtedness that is subordinated in right of payment to the Securities out of the proceeds of such issuance, as permitted by clauses (iii) and (iv) above, then, in calculating whether the conditions of clause (B) of this Section 4.04 have been met with respect to any subsequent Restricted Payments, both the proceeds of such issuance and the application of such proceeds shall be taken into account in any calculation included under this Section 4.04such clause (B). SECTION 4.05.

Limitation on Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, other than the exchange of such Capital Stock for Qualified Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company or its Restricted Subsidiaries that is subordinate or junior in right of payment to the Notes or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would existshall have occurred and be continuing, (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12 or (ciii) the aggregate amount of all Restricted Payments made by subsequent to the Company and its Restricted SubsidiariesIssue Date (the amount expended for such purposes, including such proposed Restricted Payment (if not made other than in cash, then shall be the fair market value of any such property used therefor, as determined in good faith by the Board of DirectorsDirectors of the Company in good faith) from and shall exceed the sum, without duplication, of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned during the period beginning on the first day of the fiscal year of the Company commencing after the Issue Date and ending on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full most recent fiscal quarter ending at least 45 days prior to the date the Restricted Payment occurs (treating such period as a single accounting period); (x) 100% of the proposed Restricted Payment (aggregate net proceeds, including the "Computation Period") from (y) Operating Cash Flow fair market value of property other than cash as determined by the Board of Directors of the Company for the Computation Periodin good faith, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale any Person (other than to a Restricted Subsidiary of the Company) from the issuance and sale subsequent to the Issue Date of its Qualified Capital Stock after of the Issue Date Company or of debt securities of the Company that have been converted into Qualified Capital Stock (excluding (A) Qualified Capital Stock made as a distribution on any Capital Stock or as interest on any Indebtedness and on (B) any net proceeds from issuances and sales of Qualified Capital Stock financed directly or prior to indirectly using funds borrowed from the date Company or any Restricted Subsidiary of such Restricted Paymentthe Company, plus (iii) until and to the extent not otherwise included in clause (i) or (iisuch borrowing is repaid), above, an (y) $50 million and (z) the amount equal to of the net reduction in Investments made as Restricted Payments in accordance with this sentence in Unrestricted Subsidiaries resulting from payments (1) the payment of dividends, repayments cash dividends or the repayment in cash of the principal of loans or advances, or other transfers of assetsthe cash return on any Investment, in each case to the extent received by the Company or any Wholly Owned wholly owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, (2) to the extent that any Investment in an Unrestricted Subsidiary that was made after the date of this Indenture is sold for cash or from redesignations otherwise liquidated or repaid for cash, the after-tax cash return of capital with respect to such Investment (less the cost of disposition, if any) or (3) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued Subsidiaries, such aggregate amount of the net reduction in each case as provided in the definition of "Investments"), such Investments not to exceed, in the case of any Unrestricted Subsidiary, the amount of such Investments made as Restricted Payments previously made by the Company and or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount was included in the calculation of the amount of Restricted Payments. Notwithstanding the foregoing, the these provisions set forth in clause do not prohibit: (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv1) the payment of any dividend dividend, making of any distribution or consummation of irrevocable redemption within 60 days after the date of its declaration of such dividend, making of such distribution or giving of such notice if such dividend could the dividend, distribution or redemption would have been made permitted on the date of its declaration in compliance with the foregoing provisions, or declaration; (v2) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock or Indebtedness of the Company that is subordinate or its Restricted Subsidiaries junior in right of payment to the Notes, either (i) in exchange for shares of Qualified Capital Stock or out (ii) through the application of the Net Proceeds net proceeds of the a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of shares of Qualified Capital Stock; (3) the acquisition of Indebtedness of the Company that is subordinate or junior in right of payment to the Notes, either (i) in exchange for Indebtedness of the Company that is subordinate or junior in right of payment to the Notes, at least to the extent that the Indebtedness being acquired is subordinated to the Notes, and has no scheduled principal prepayment dates prior to the earlier of (a) at least one year after the scheduled final maturity date of the Notes or (b) the scheduled final maturity date of the Indebtedness being exchanged, (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of Indebtedness of the Company that is subordinate or junior in right of payment to the Notes, at least to the extent that the Indebtedness being acquired is subordinated to the Notes, and has no scheduled principal prepayment dates prior to the earlier of (a) the scheduled final maturity date of the Notes or (b) the scheduled final maturity date of the Indebtedness being refinanced or (iii) any combination of clauses (i) and (ii) above; (4) the elimination of fractional shares or warrants; (5) the purchase for value of shares of Capital Stock of the Company (x) held by directors, officers or employees upon death, disability, retirement, termination of employment or (y) to fund capital stock-based, long-term incentive programs, not to exceed $4 million in the case aggregate; (6) the repurchase of any 12 3/4% Debentures in accordance with (i) the "Limitation on Asset Sales" and "Change of Control" covenants hereunder and (ii) Sections 4.15 and 4.16 of the 12 3/4% Debenture Indenture; (7) the redemption or repurchase by the Company of up to $200 million aggregate principal amount of 12 3/4% Debentures through the application of (a) up to $200 million of net cash proceeds of a substantially concurrent sale or incurrence (other than to or from a Restricted Subsidiary of the Company) of secured or unsecured Indebtedness of the Company that ranks pari passu with the Notes as to payment, (b) up to $100 million of cash from operations of the Company or (c) any combination of (a) and (b), (8) Restricted Payments for the redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or shares of Capital Stock of the Company in satisfaction of indemnification or its Restricted Subsidiariesother claims arising under any merger, consolidation, asset purchase or investment or similar acquisition agreement permitted under the Indenture, pursuant to which such shares of Capital Stock were issued and (9) repurchases of Capital Stock deemed to occur upon exercise of employee or Junior Indebtedness (director stock options; provided that in the case of any redemptionclauses (2), defeasance(3), repurchase (4), (5), (6), (7) and (8), no Default or other acquisition Event of Default shall have occurred or retirement be continuing at the time of any Indebtedness of the Company such payment or its Restricted Subsidiaries) of the Companyas a result thereof. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Issue Date, amounts expended pursuant to clauses (1), (2), (4), (5), (6), 7(b) and (8) shall be included in accordance with such calculation; provided that amounts expended pursuant to clause (c2) shall constitute Restricted Payments only to the extent any amounts are credited pursuant to clause (iii)(x) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately next preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04paragraph.

Limitation on Restricted Payments. The Company shall will not, and shall will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company or its Subsidiaries that is subordinate or junior in right of payment to the Notes, or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, shall have occurred and be continuing or (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.04 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) shall exceed the sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company from and including the first full fiscal quarter of the Company commencing after the Issue Date to the date the Restricted Payment occurs (the "Reference Date") (treating such period as a single accounting period); plus (x) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and after sale subsequent to the Issue Date and on or prior to the date Reference Date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense Qualified Capital Stock of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from Company; plus (y) Operating Cash Flow without duplication of any amounts included in clause (iii)(x) above, 100% of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds of any equity contribution received by the Company from a holder of the Company's Capital Stock (other than from a Subsidiary of the Company). Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit: (1) if no Default or Event of Default shall have occurred and be continuing, the repurchase, redemption, retirement or acquisition of any shares of Capital Stock of the Company, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of its shares of Qualified Capital Stock after of the Issue Date Company; (2) if no Default or Event of Default shall have occurred and on be continuing, the repurchase, redemption, retirement or prior to the date acquisition of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments any Indebtedness of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted a Subsidiary of the Company from Unrestricted Subsidiaries, that is subordinate or from redesignations junior in right of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in payment to the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit Notes either (i) the use solely in exchange for shares of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock Qualified Capital Stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (cii) through the application of the immediately preceding paragraph will not prohibit (iv) the payment net proceeds of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of (A) shares of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries(B) Refinancing Indebtedness; and (3) so long as no Default or Junior Indebtedness (Event of Default shall have occurred and be continuing, pursuant to and in accordance with the case Stock Option Plan, the purchase of any redemption, defeasance, repurchase capital stock or other acquisition options from members of management or retirement of any Indebtedness directors of the Company or its Restricted Subsidiaries) upon the terms set forth in the Stock Option Plan for consideration consisting of the Companycash and/or subordinated management notes. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Issue Date in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viii) of the immediately preceding paragraph paragraph, amounts expended pursuant to clauses 1 (ii) and 2 (ii)(A) above and clause (vi) of the definition of Permitted Investments shall be deductedincluded in such calculation. None Not later than the date of making any Restricted Payment, the transactions described Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment complies with this Indenture and setting forth in Section 4.01(b) abovereasonable detail the basis upon which the required calculations were computed, shall which calculations may be taken into account in any calculation under this Section 4.04based upon the Company's latest available internal quarterly financial statements.

Limitation on Restricted Payments. The Company shall will not, and shall will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, or (c) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b) and (c) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, shall have occurred and be continuing or (bii) the Company's Annualized Operating Cash Flow Ratio for Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the Reference Period would exceed 8.5 to 1, Section 4.04 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) from and after shall exceed the sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Issue Date and on or prior to the date of the Restricted Payment occurs (the "Reference Date") (treating such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting period as a single accounting period); plus (x) 2.0 times 100% of the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the Issue Date and on or prior to the Reference Date of Qualified Capital Stock of the Company; plus (y) without duplication of any amounts included in clause (iii)(x) above, 100% of the aggregate net cash proceeds of any equity contribution received by the Company from a holder of the Company's Capital Stock (excluding, in the case of clauses (iii)(x) and (y), any net cash proceeds from a Public Equity Offering to the extent used to redeem the Securities); plus (z) an amount equal to the consolidated net Investments on the date of Revocation made by the Company or any of the Restricted Subsidiaries in any Subsidiary of the Company that has been designated an Unrestricted Subsidiary after the Issue Date upon its redesignation as a Restricted Subsidiary in accordance with Section 4.20. Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit: (1) the payment of any dividend or redemption payment within 60 days after the date of declaration of such dividend if the dividend or redemption payment, as the case may be, would have been permitted on the date of declaration; (2) if no Default or Event of Default shall have occurred and be continuing, the acquisition of any shares of Capital Stock of the Company, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of its shares of Qualified Capital Stock after of the Issue Date Company; (3) if no Default or Event of Default shall have occurred and on be continuing, the acquisition of any Indebtedness of the Company or prior a Guarantor that is subordinate or junior in right of payment to the date of Securities or such Restricted PaymentGuarantor's Guarantee, plus (iii) to as the extent not otherwise included in clause case may be, either (i) or (ii), above, an amount equal to the net reduction solely in Investments in Unrestricted Subsidiaries resulting from payments exchange for shares of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock Qualified Capital Stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (cii) through the application of the immediately preceding paragraph will not prohibit (iv) the payment net proceeds of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of (A) shares of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries(B) Refinancing Indebtedness; and (4) so long as no Default or Junior Indebtedness (in Event of Default shall have occurred and be continuing, repurchases by the case Company of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness Common Stock of the Company or its Restricted Subsidiaries) options to purchase Common Stock of the Company, stock appreciation rights or any similar equity interest in the Company from directors and employees of the Company or any of its Subsidiaries or their authorized representatives upon the death, disability or termination of employment of such employees, in an aggregate amount not to exceed $750,000 in any calendar year and (5) if no Default or Event of Default shall have occurred and be continuing, the making of other Restricted Payments not to exceed $3.0 million in the aggregate. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Issue Date in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viii) of the immediately preceding paragraph paragraph, amounts expended pursuant to clauses (1), (2), (4) and (5) shall be deductedincluded in such calculation. None Not later than the date of making any Restricted Payment, the transactions described Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment complies with this Indenture and setting forth in Section 4.01(b) abovereasonable detail the basis upon which the required calculations were computed, shall which calculations may be taken into account in any calculation under this Section 4.04based upon the Company's latest available internal quarterly financial statements.

Limitation on Restricted Payments. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled or mandatory repayment or scheduled sinking fund payment, any Indebtedness of the Company or its Subsidiaries that is subordinate or junior in right of payment to the Notes, or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, shall have occurred and be continuing or (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) from shall exceed the sum of: (1) $1,000,000; plus (2)(w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned commencing on the first day of the fiscal quarter including the Issue Date, to and after including the last day of the latest fiscal quarter ended immediately prior to the date of each such calculation subsequent to the Issue Date and on or prior to the date of the Restricted Payment occurs (the "Reference Date") (treating such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting period as a single accounting period); plus (x) 2.0 times 100% of the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds received by the Company from the sale any Person (other than to a Subsidiary of the Company) of its Qualified Capital Stock after from the issuance and sale subsequent to the Issue Date and on or prior to the date Reference Date of such Restricted Payment, Qualified Capital Stock of the Company; plus (iiiy) to the extent not otherwise without duplication of any amounts included in clause (iiii)(x) or above, 100% of the aggregate net cash proceeds of any equity contribution received by the Company from a holder of the Company's Capital Stock (iiexcluding, in the case of clauses (iii)(x) and (y), above, any net cash proceeds from a Public Equity Offering to the extent used to redeem the Notes); plus (z) an amount equal to the sum of (1) any net reduction subsequent to the Issue Date in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, advances or other transfers of assets, in each case assets by any Unrestricted Subsidiary to the Company or any Wholly Owned Restricted Subsidiary or the receipt of proceeds by the Company or any Restricted Subsidiary from the sale or other disposition of any portion of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case Capital Stock of any Unrestricted Subsidiary, in each case occurring subsequent to the Issue Date (but without duplication of any such amount included in Consolidated Net Income), and (2) the consolidated net Investments on the date of Investments previously Revocation made by the Company and or any of the Restricted Subsidiaries in any Subsidiary of the Company that has been designated an Unrestricted Subsidiary after the Issue Date upon its redesignation as a Restricted Subsidiary in such Unrestricted Subsidiaryaccordance with Section 4.19. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv1) the payment of any dividend or consummation of any irrevocable redemption within 60 days after the date of its declaration if of such dividend could or giving of such irrevocable redemption notice if the dividend or redemption payment, as the case may be, would have been made permitted on the date of its declaration in compliance with or the foregoing provisionsgiving of the irrevocable redemption notice; (2) if no Default or Event of Default shall have occurred and be continuing, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of Capital Stock of the Company, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out (ii) through the application of the Net Proceeds net proceeds of the a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of shares of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company Company; (3) if no Default or its Restricted Subsidiaries) or Junior Indebtedness (in Event of Default shall have occurred and be continuing, the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiariesa Subsidiary of the Company that is subordinate or junior in right of payment to the Notes either (i) solely in exchange for shares of Qualified Capital Stock of the Company, or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of (A) shares of Qualified Capital Stock of the Company or (B) Refinancing Indebtedness; (4) so long as no Default or Event of Default shall have occurred and be continuing, repurchases by the Company of Common Stock of the Company or options to purchase Common Stock of the Company, stock appreciation rights or any similar equity interest in the Company from directors and employees of the Company or any of its Subsidiaries (or their authorized representatives upon the death, disability or termination of employment of such employees) in an aggregate amount not to exceed $500,000 in any calendar year; and (5) an investment in PNGI Charlestown Gaming LLC in an amount not to exceed $5.0 million to be funded with the proceeds of the offering of the Notes, provided, however, that $4.0 million of such investment will be funded within 60 days of the Issue Date and the remaining $1.0 million within 180 days of the Issue Date or as soon as practicable thereafter or as is permitted by any applicable regulatory organization. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Issue Date in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viii) of the immediately preceding paragraph paragraph, amounts expended pursuant to clauses (1), (2)(ii), (3)(ii)(A), (4) and (5) above shall be deductedincluded in such calculation. None Not later than the date of making any Restricted Payment, the transactions described Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment complies with this Indenture and setting forth in Section 4.01(b) abovereasonable detail the basis upon which the required calculations were computed, shall which calculations may be taken into account in any calculation under this Section 4.04based upon the Company's latest available internal quarterly financial statements.

Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution on or in respect of shares of its Capital Stock to holders of such Capital Stock other than to the Company or to a Wholly-Owned Subsidiary of the Company, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, or (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Securities (each of the foregoing actions set forth in clauses (a), (b) and (c) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, shall have occurred and be continuing or (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness in compliance with Section 1007 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Original Issuance Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) shall exceed the sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Original Issuance Date and to the end of the Company's most recently ended fiscal quarter for which financial statements are publicly available at the time of such Restricted Payment (the "Reference Date") (treating such period as a single accounting period); plus (x) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and after sale subsequent to the Issue Original Issuance Date and on or prior to the date Reference Date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary Common Stock of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.

Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable solely in Qualified Capital Stock of the Company or through increases in the liquidation preferences on such Qualified Capital Stock) on shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company, or any warrants, rights or options to acquire shares of any class of such Capital Stock, other than through the exchange therefor solely of Qualified Capital Stock of the Company or warrants, rights or options to acquire Qualified Capital Stock of the Company, (c) make any principal payment on, purchase, defease, redeem, 80 -70- prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Securities or (d) make any Investment (other than Permitted Investments) in any Person (each of the foregoing prohibited actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such proposed Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default has occurred and is continuing or would existresult therefrom, or (ii) the Company is not able to Incur at least $1.00 of additional Indebtedness in accordance, with the Consolidated Fixed Charge Coverage Ratio test of paragraph (b) of Section 4.10 (as if such Restricted Payment had been made as of the Company's Annualized Operating Cash Flow Ratio for first day of the Reference Period would exceed 8.5 to 1Four Quarter Period), or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board board of Directorsdirectors of the Company) from and exceeds or would exceed the sum of: (A) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus loot of such loss) of the Company during the period (treating such period as a single accounting period) earned after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to preceding the date of the proposed Restricted Payment (the "Computation PeriodReference Date"); plus (B) from (y) Operating Cash Flow 100% of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds received by the Company from the sale any Person (other than to a Restricted Subsidiary of the Company) of its Qualified Capital Stock after from the issuance and sale subsequent to the Issue Date and on or prior to the date Reference Date of such Restricted Payment, Qualified Capital Stock of the Company; plus (iiiC) to the extent not otherwise without duplication of any amounts included in clause (iiii)(B) or (ii), above, 100% of the aggregate net cash proceeds of any equity contribution received by the Company from a holder of the Company's Capital Stock; plus (D) an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, interest payments, repayments of loans or advances, or other transfers of assetscash, in each case to the Company or to any Wholly Owned Restricted Subsidiary of the Company from Unrestricted SubsidiariesSubsidiaries (but 81 -71- without duplication of any such amount included in calculating cumulative Consolidated Net Income of the Company), or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case valued as provided in the definition of "Investments"Section 4.18), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and or any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause Subsidiary and which was treated as a Restricted Payment under this Indenture; plus (bE) or (c) without duplication of the immediately preceding paragraph will not prohibit subclause (i) D), an amount equal to the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent lesser of the Company owning 100% cost or net cash proceeds received upon the sale or other disposition of any Investment made after the capital stock Issue Date which had been treated as a Restricted Payment (but without duplication of any such amount included in calculating cumulative Consolidated Net Income of the Company, and ); plus (BF) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04$1,000,000.

Limitation on Restricted Payments. The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, declare, pay or make, directly or indirectly after the Issue Dateindirectly, make any Restricted Payment, ifexcept: (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock; (b) Interests; Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity (c) option plans the Borrower may make Restricted Payments pursuant to and in accordance with stock or other benefit plans for management, immediately employees or independent consultants of the Borrower and its Restricted Subsidiaries; (d) the Borrower may make Restricted Payments to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director, manager or consultant of the Borrower or any of its Subsidiaries, or their estates, descendants, family, spouse or former spouse pursuant to any management equity plan or stock option or phantom equity plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement; provided that, except with respect to non-discretionary purchases, the aggregate Restricted Payments made under this clause (d) subsequent(i) prior to the Closing Date Waiver Finalization Date, do not exceed $300,000 and (ii) after the Waiver Finalization Date, do not exceed in any calendar year the greater of (a) $10.0 million and (b) 0.5% of Consolidated Total Assets for the most recently ended Test Period (calculated on a Pro Forma Basis) (with unused amounts in any calendar year being carried over to succeeding calendar years);$5.0 million; (e) [reserved]; (f) the Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issuance of its Equity Interests; (g) the Borrower may repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities; (h) the Borrower or any Subsidiary may receive or accept the return to the Borrower or any Restricted Subsidiary of Equity Interests of the Borrower or any Subsidiary constituting a portion of the purchase price consideration in settlement of indemnification claims; (i) the Borrower or any Subsidiary may make payments or distributions to dissenting stockholders pursuant to applicable law; (j) the Borrower may repurchase its Equity Interests pursuant to its existing share repurchase program announced on February 4, 2016 or any other stock repurchase program or plan so long as (1) no Default or Event of Default has occurred and is continuing prior to making any such repurchase or would arise after giving effect (including giving effect on a pro forma basis) thereto (a) a Default or an Event of Default would existand, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1, or (c2) the aggregate amount of all such repurchases does not exceed $70 million and (3) at the time of such repurchase, the Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 3.50:1.00; (k) the Borrower may make other Restricted Payments made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made otherwise permitted hereunder in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior an aggregate principal amount not to the date of such Restricted Payment, shall exceed the sum of (iI) the amount determined by subtracting greater of (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from $100.0 million and (y) Operating Cash Flow 5.0% of the Company Consolidated Total Assets for the Computation Period, plus most recently ended Test Period (iicalculated on a Pro Forma Basis) #8983238089847286v115 -137- at the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary time of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of making such Restricted Payment, plus Payments$10.0 million minus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iiiII) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata Investments pursuant to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (aSection 10.6(z), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.; #8983238089847286v115 -138-

Limitation on Restricted Payments. The Company shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly after indirectly: (i) declare or pay any dividend or any other distribution on any Equity Interests of the Issue Date, Company or make any payment or distribution to the direct or indirect holders (in their capacities as such) of Equity Interests of the Company (other than any (x) dividend or distribution consisting of Equity Interests of an Unrestricted Subsidiary or consisting of property or assets of an Unrestricted Subsidiary which are dividended or otherwise transferred to the Company contemporaneously with such property or assets being dividended or distributed by the Company or (y) dividends, distributions and payments made to any Restricted Subsidiary and dividends or distributions payable to any person solely in Qualified Equity Interests of the Company or in options, warrants or other rights to purchase Qualified Equity Interests of the Company); (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company (other than any such Equity Interests owned by any Restricted Subsidiary); or (iii) make any Investment (other than Permitted Investments) in any person (other than in the Company, any Restricted Subsidiary or a person that becomes a Restricted Subsidiary, or is merged with or into or consolidated with the Company or a Restricted Subsidiary (provided the Company or a Restricted Subsidiary is the survivor), as a result of or in connection with such Investment) (any such payment or any other action (other than any exception thereto) described in (i) through (iii), a "Restricted Payment"), unless (a) no Default has occurred and is continuing at the time of or immediately after giving effect to such Restricted Payment; (b) immediately after giving effect to such Restricted Payment, if, immediately prior or after giving effect thereto the Company would be able to incur $1.00 of additional Indebtedness (aother than Permitted Indebtedness) a Default or an Event of Default would exist, (b) under the Company's Annualized Consolidated Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1, or described under Section 4.04; and (c) immediately after giving effect to such Restricted Payment, the aggregate amount of all Restricted Payments declared or made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and on or after the Issue Date and on or prior does not exceed an amount equal to the date of such Restricted Paymentsum, shall exceed the sum without duplication, of (i1) the amount determined by subtracting (x) 2.0 times the aggregate 50% of cumulative Consolidated Interest Expense Net Income of the Company determined for the period (taken as one accounting period) from the beginning of the fiscal quarter which includes the Issue Date to and ending on the last day of the last full most recent fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.41

Limitation on Restricted Payments. The Company Corporation shall notnot make, and shall not permit any of its Restricted Subsidiaries Subsidiary to make, any Restricted Payment if at the time of, and after giving effect to, directly or indirectly after the Issue Date, make any such proposed Restricted Payment, if, immediately prior or after giving effect thereto (a) a Default or an Event of Default would existshall have occurred and be continuing, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Corporation could not Incur at least US $1.00 of additional Indebtedness pursuant to 1, clause (i) of paragraph (a) of Section 3.03 or (c) the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date (the amount of any Restricted Payment, if made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made other than in cash, then the shall be determined based upon fair market value value) would exceed an amount equal to the sum of any property used therefor, (i) 50% of the aggregate Consolidated Net Income of the Corporation accrued during the period (treated as determined in good faith by the Board of Directorsone accounting period) from and after the beginning of the fiscal quarter in which the Issue Date and on or occurs to the end of the most recent fiscal quarter ending at least 30 days prior to the date of such Restricted PaymentPayment (or, if Consolidated Net Income during such period shall exceed the sum be a deficit, less 100% of such deficit), (iii) Capital Stock Sale Proceeds and (iii) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense which Indebtedness of the Company for Corporation or any Restricted Subsidiary is reduced upon the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds conversion or exchange (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the CompanyCorporation) of its Qualified Capital Stock after subsequent to the Issue Date and of any Indebtedness of the Corporation or any Restricted Subsidiary convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Corporation (less the amount of any cash or other Property distributed by the Corporation or any Restricted Subsidiary upon conversion or exchange). Notwithstanding the foregoing limitation, the Corporation may (a) pay dividends on or prior make distributions in respect of its Capital Stock within 60 days of the declaration thereof if, on the declaration date, such dividends or distributions could have been paid in compliance with the foregoing limitation, (b) redeem, repurchase, defease, acquire or retire for value, any Subordinated Obligation (whether pursuant to its terms or by operation of law) with the date proceeds of any Permitted Refinancing Indebtedness, (c) acquire, redeem or retire Capital Stock of the Corporation or any Subordinated Obligation in exchange for, or in connection with a substantially concurrent issuance of, Capital Stock of the Corporation (other than Disqualified Stock), (d) pay dividends on, or make any mandatory market repurchases in respect of, its Preferred Stock outstanding on the Issue Date, in accordance with the terms of such Preferred Stock as in effect on the Issue Date, (e) make Restricted Payments (the amount of any Restricted Payment, plus (iiiif made other than in cash, shall be determined based on fair market value) to the extent otherwise not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary permitted as a result of the Company from Unrestricted Subsidiaries, or from redesignations terms of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the preceding paragraph, the aggregate amount of such Restricted Payments made since the Issue Date not to exceed US $50 million, and (f) repurchase those shares of Capital Stock of Norkraft issued and outstanding on the Issue Date and not owned on the Issue Date by the Corporation. Any payments made pursuant to clauses (b), (c) or (f) of the immediately preceding paragraph will not prohibit (i) shall be excluded from the use calculation of an the aggregate amount of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04made after the Issue Date; provided, (ii) however, that the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years proceeds from the date issuance of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata pursuant to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will shall not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or constitute Capital Stock Sale Proceeds for purposes of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (cc)(ii) of the first paragraph of this Section 4.04, 100% of covenant if and to the amounts expended under extent such proceeds are utilized to make Restricted Payments. Any payments made pursuant to clauses (ia), (d) through and (ve) of the immediately preceding paragraph shall be deducted. None included in the calculation of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04aggregate amount of Restricted Payments made after the Issue Date.

Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Securities or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, shall have occurred and be continuing or (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.04 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) shall exceed the sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company reported for any period subsequent to March 29, 1997 and on or prior to the date the Restricted Payment occurs (the "Reference Date") (treating such period as a single accounting period); plus (x) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and after sale subsequent to the Issue Date and on or prior to the date Reference Date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense Qualified Capital Stock of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from Company; plus (y) Operating Cash Flow without duplication of any amounts included in clause (iii)(x) above, 100% of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds of any equity contribution received by the Company from a holder of the sale Company's Capital Stock; plus (z) without duplication, the sum of (1) the aggregate amount returned in cash on or with respect to Investments (other than Permitted Investments) made subsequent to the Issue Date whether through interest payments, principal payments, dividends or other distributions or payments and (2) the Net Cash Proceeds received by the Company or any Subsidiary from the disposition of all or any portion of such Investments (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv1) the payment of any dividend within 60 days after the date of its declaration if of such dividend could if the dividend would have been made permitted on the date of its declaration in compliance with declaration; (2) if no Default or Event of Default shall have occurred and be continuing, the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of Capital Stock of the Company, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out (ii) through the -45- application of the Net Proceeds net proceeds of the a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company; (in 3) if no Default or Event of Default shall have occurred and be continuing, the case acquisition of any redemption, defeasance, repurchase Indebtedness of the Company that is subordinate or other acquisition or retirement junior in right of any Junior Indebtedness or payment to the Securities either (i) solely in exchange for shares of Qualified Capital Stock of the Company or its Restricted Subsidiaries(ii) or Junior Indebtedness through the application of net proceeds of a substantially concurrent sale for cash (in other than to a Subsidiary of the case Company) of any redemption, defeasance, repurchase or other acquisition or retirement (A) shares of any Indebtedness Qualified Capital Stock of the Company or (B) Refinancing Indebtedness; (4) so long as no Default or Event of Default shall have occurred and be continuing, repurchases by the Company of Common Stock of the Company or options, warrants or other securities exercisable or convertible into Common Stock of the Company from employees and directors of the Company or any of its Subsidiaries or their authorized representatives upon the death, disability or termination of employment or directorship of such employees or directors, in an aggregate amount not to exceed $500,000 in any calendar year and $2.0 million in the aggregate (in each case plus the amount of net cash proceeds received by the Company from the sale of Qualified Capital Stock to officers or directors of the Company and its Subsidiaries, provided, that such amounts did not provide the basis for any -------- other Restricted SubsidiariesPayment); and (5) so long as no Default or Event of Default shall have occurred and be continuing, the payment of dividends on the shares of Series A Preferred Stock issued on the Issue Date and on any additional shares of such stock issued in lieu of cash dividends thereon with (x) the net proceeds of a sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company or (y) the net cash proceeds of any capital contribution to the Company to the extent such amounts in clauses (x) and (y) did not provide the basis for any other Restricted Payment. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Issue Date in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viii) of the immediately preceding paragraph paragraph, amounts expended pursuant to clauses (2)(ii), 3(ii)(A), (4) and (5) shall be deductedincluded in such calculation. None Any Investment in a direct or indirect Wholly Owned Subsidiary of the transactions described Company that becomes, directly or indirectly, a non-Wholly Owned Subsidiary of the Company (unless the Company or a Subsidiary retains no equity interest in Section 4.01(bsuch non-Wholly Owned Subsidiary) aboveshall become a Restricted Payment on such date in an amount equal to (A) 1.0 minus the Company's percentage interest in such non-Wholly Owned Subsidiary times, (B) the amount of all Investments (net of any returns previously paid on such Investment) made in such non-Wholly Owned Subsidiary to such date, not to exceed the greater of (x) the book value of such Subsidiary on such date and (y) the fair market value of such Subsidiary on such date as determined (1) in good faith by the Board of Directors of the Company if such fair market value is determined to be less than $5.0 million and (2) by an investment banking firm of national standing if such fair market value is determined to be in excess of $5.0 million. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an officers' certificate stating that such Restricted Payment complies with this Indenture and setting forth in reasonable detail the basis upon which the required calculations were computed, which calculations may be taken into account in any calculation under this Section 4.04based upon the Company's latest available internal quarterly financial statements.

Limitation on Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, make any Restricted Payment, Payment if, immediately prior or after giving effect thereto on a PRO FORMA basis, (al) a Default or an Event of Default would existshall have occurred and be continuing, (b2) immediately after giving effect to such Restricted Payment on a PRO FORMA basis, the Company's Annualized Operating Cash Flow Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding the Restricted Payment would exceed 8.5 be less than 2.0 to 1, or (c3) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, including after giving effect to such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall would exceed the sum of (ia) the amount determined by subtracting (x) 2.0 times 50% of the aggregate Consolidated Interest Expense Net Income of the Company and its Consolidated Subsidiaries for the period (taken as one accounting period) from commencing on the Issue Date first day of the first full fiscal quarter commencing after the Casino Opening Date, to and including the last day of the last full fiscal quarter ended immediately prior to the date of each such calculation (or, in the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow event Consolidated Net Income for such period is a deficit, then minus 100% of such deficit), minus 100% of the Company for amount of any writedowns, writeoffs, or negative extraordinary charges (other than any related to the Computation PeriodCasino prior to the Casino Completion Date) not otherwise reflected in Consolidated Net Income during such period, plus (iib) the aggregate Net Cash Proceeds (other than with respect to including the PCC Equity Contributionfair market value of non-cash proceeds, as determined in good faith by the Manager of the Company) received by the Company as a capital contribution or from the sale of its Qualified Capital Stock (other than to a Subsidiary of the CompanyCompany and other than in connection with a Qualified Exchange) of its Qualified Capital Stock after the Issue Date and on Casino Completion Date, or prior to (4) during each of the date of such two full consecutive Contingent Payment Periods preceding the proposed Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of has not paid (a) the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in Maximum Contingent Payments with respect to each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company such Contingent Payment Period and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or the Maximum Contingent Payments (cin this instance only, as defined in the Contingent Notes Indenture) with respect to the Contingent Notes with respect to each such Contingent Payment Period. The foregoing clauses (2), (3) and (4) of the immediately preceding paragraph paragraph, however, will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend on or redemption of Qualified Capital Stock within 60 days after the date of its declaration or authorization, respectively, if such dividend or redemption could have been made on the date of its such declaration or authorization in compliance with the foregoing provisions, or (vB) the redemption, defeasance, repurchase redemption or distribution or other acquisition or retirement of any Indebtedness or Restricted Payment with respect to Capital Stock of or Indebtedness pursuant to, and in accordance with, any Required Regulatory Redemption effected in accordance with this Indenture (including dividends and distributions to the Parent Guarantor to permit the Parent Guarantor to effect a Required Regulatory Redemption), (C) a Qualified Exchange, (D) dividends and distributions by the Company to the Parent Guarantor in an amount equal to all Permitted Tax Distributions, to the extent such are actually so applied by the Parent Guarantor, and (E) dividends and distributions by the Company to the Parent Guarantor to the extent necessary to permit the Parent Guarantor to pay the Parent Guarantor's reasonable professional fees and expenses in connection with complying with its reporting obligations (including its obligations set forth in Section 5.8) and obligations to prepare and distribute business records, financial statements or its Restricted Subsidiaries either other documents to any lender or other persons having business dealings with the Parent Guarantor or as may be required by law, the Parent Guarantor's costs and related expenses in exchange for connection with the computation of federal, state, local or out of the Net Proceeds of the substantially concurrent sale (foreign taxes and other governmental charges other than to a Subsidiary Permitted Tax Distributions, indemnification agreements, insurance premiums, surety bonds and insurance brokers' fees, and the Parent Guarantor's expenses for directors', officers' and employees' compensation and benefits, and any other administrative expenses incurred in the ordinary course of the Company) of Qualified Capital Stock business practices (all, in the case of any redemptionthis clause (E) to be limited in an amount proportionate to the percentage of the book value of the Parent Guarantor's assets which is fairly attributable, defeasanceat the time of such Restricted Payment, repurchase or other acquisition or retirement to the Company and its Subsidiaries). The full amount of any Junior Indebtedness or Capital Stock Restricted Payment made pursuant to either of the Company or its Restricted Subsidiariesclauses (A) and (B) (but not those made pursuant to clauses (C), (D) or Junior Indebtedness (E)) will be deducted in the case calculation of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for of Restricted Payments in accordance with thereafter available to be made pursuant to clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v3) of the immediately preceding paragraph shall be deductedparagraph. None In addition to, and notwithstanding anything to the contrary in, the foregoing, the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, make any Restricted Payment (other than pursuant to clauses (B), (C), (D) and (E) of the transactions described in Section 4.01(bimmediately preceding paragraph) above, prior to the last day of the Company's first full fiscal quarter during or prior to which the Casino Completion Date shall be taken into account in any calculation under this Section 4.04have occurred.

Limitation on Restricted Payments. The Company (a) Citicasters shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly after the Issue Dateindirectly, make any Restricted Payment, ifexcept (1) dividends, immediately prior payments or other distributions with respect of any Capital Stock by any Subsidiary to Citicasters or any Wholly owned Subsidiary of Citicasters, (2) repurchases, redemptions, retirements or acquisitions of Capital Stock by a Wholly owned Subsidiary of Citicasters from Citicasters or another Wholly owned Subsidiary of Citicasters, (3) payments, prepayments, repurchases, redemptions and acquisitions permitted under Section 4.7 with respect to Indebtedness not incurred in violation of Section, 4.7, and (4) Restricted Payments by Citicasters if (i) at the time of and after giving effect thereto (a) a to the proposed Restricted Payment no Default or an Event of Default shall have occurred and be continuing or would existoccur as a consequence thereof, (bii) at the Company's Annualized Operating Cash Flow Ratio for time of and immediately after giving effect to the Reference Period would exceed 8.5 proposed Restricted Payment, Citicasters could Incur at least $1.00 of additional Indebtedness pursuant to 1Section 4.7(b) and (iii) at the time of and immediately after giving effect to the proposed Restricted Payment (the value of any such payment if other than cash, or (cas determined by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution, PROVIDED that in the event such value exceeds $3 million such determination shall be supported by a fairness opinion of an Independent Financial Advisor) the aggregate amount of all Restricted Payments (excluding all payments, investments, redemptions, repurchases, retirements and other acquisitions described in clause (ii) of Section 4.5(b)) declared or made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior does not exceed an amount equal to the date of such Restricted Payment, shall exceed the sum of (iA) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Cumulative Operating Cash Flow of the Company for the Computation PeriodCiticasters and its Subsidiaries less 1.4 times Annex - 28 Cumulative Total Interest Expense of Citicasters and its Subsidiaries, plus (iiB) an amount equal to 100% of the aggregate Net Qualified Capital Stock Proceeds (other than with respect to the PCC Equity Contribution) received by the Company Citicasters from the issuance and sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the CompanyCiticasters) of Qualified Capital Stock (in to the case of any redemptionextent that such proceeds are not used to redeem, defeasancerepurchase, repurchase return or other acquisition or retirement of any Junior Indebtedness or otherwise acquire Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company Citicasters or its Restricted Subsidiariesany Subsidiary pursuant to clause (ii) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause Section 4.5(b) and (cC) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04$5,000,000.

Limitation on Restricted Payments. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Date, make any Restricted PaymentPayment (including by operation of or as a result of an LLC Division), if, unless at the time of and immediately prior or after giving effect thereto to the proposed Restricted Payment (awith the value of any such Restricted Payment, if other than cash, to be determined by the Board of Directors of the Company in good faith, whose determination shall be conclusive and evidenced by a board resolution), (i) a no Default or an Event of Default shall have occurred and be continuing or would existexist upon giving effect thereto, (bii) the Company's Annualized Operating Cash Flow Company could incur at least $1.00 of Permitted Ratio for the Reference Period would exceed 8.5 to 1, or Debt and (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or shall not exceed the sum of (without duplication) (a) $125.0 million, plus (b) 50% of Consolidated Net Income for the period (treated as one accounting period) from the first day of the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense Payment for which internal consolidated financial statements of the Company for are available (or, in the period case such Consolidated Net Income is a deficit, minus 100% of such deficit), plus (taken as one accounting periodc) from the aggregate amount of all Net Cash Proceeds received after the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from (x) the issuance and sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock of the Company (other than Disqualified Equity Interests or Designated Preferred Stock) to the extent that such proceeds are not used to redeem, repurchase, retire or otherwise acquire Capital Stock or any Indebtedness of the Company or any Subsidiary of the Company pursuant to Section 4.05(b)(ii) or (y) Indebtedness of the Company issued since the Issue Date (other than to Subsidiaries) that has been converted into Capital Stock of the Company (other than Disqualified Equity Interests or Designated Preferred Stock), plus (d) to the extent that any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary after the Issue Date, 100% of the fair market value of such Subsidiary as of the date of such redesignation, other than to the extent of the amount that constituted a Permitted Investment made under clause (x) of the definition of “Permitted Investments” and such redesignation will increase the amount available under such clause, plus (e) the aggregate amount returned in cash or Cash Equivalents with respect of Investments (other than Permitted Investments) made after the Issue Date and on whether through interest payments, principal payments, dividends or prior to the date of such Restricted Paymentother distributions, plus (iiif) to the extent not otherwise included aggregate amount of Declined Proceeds since the Issue Date, plus (g) in clause (i) the case of the disposition or (ii)repayment of any Investment for cash, abovewhich Investment constituted a Restricted Payment made after the Issue Date, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments return of dividendscapital with respect to such Investment, repayments reduced (but not below zero) by the excess, if any, of loans or advancesthe cost of the disposition of such Investment over the gain, or other transfers of assetsif any, in each case to realized by the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any such Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders respect of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04disposition.

Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company’s or its Subsidiaries’ Capital Stock (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Subsidiaries) to holders of such Capital Stock in their capacity as such (other than dividends or distributions payable to the Company or a Subsidiary of the Company or, in the case of any Subsidiary, pro rata to all holders of Capital Stock of such Subsidiary), (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Securities or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a “Restricted Payment”), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default shall have occurred and be continuing or would exist, occur as a consequence thereof or (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.04 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) shall exceed the sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company reported for any period ended subsequent to April 3, 2005 and on or prior to the date the Restricted Payment occurs (the “Reference Date”) (treating such period as a single accounting period); plus (x) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and after sale subsequent to the Issue Date and on or prior to the date Reference Date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense Qualified Capital Stock of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from Company; plus (y) Operating Cash Flow without duplication of any amounts included in clause (iii)(x) above, 100% of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds of any equity contribution received by the Company from a holder of the sale Company’s Capital Stock; plus (z) without duplication, the sum of (1) the aggregate amount returned in cash on or with respect to Investments (other than Permitted Investments) made subsequent to the Issue Date whether through interest payments, principal payments, dividends or other distributions or payments and (2) the Net Cash Proceeds received by the Company or any Subsidiary from the disposition of all or any portion of such Investments (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will do not prohibit prohibit: (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv1) the payment of any dividend within 60 days after the date of its declaration if of such dividend could if the dividend would have been made permitted hereunder on the date of its declaration in compliance with declaration; (2) if no Default or Event of Default shall have occurred and be continuing, the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or shares of Capital Stock of the Company, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out (ii) through the application of the Net Proceeds net proceeds of the a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company; (in 3) if no Default or Event of Default shall have occurred and be continuing, the case acquisition of any redemption, defeasance, repurchase Indebtedness of the Company that is subordinate or other acquisition or retirement junior in right of any Junior Indebtedness or payment to the Securities either (i) solely in exchange for shares of Qualified Capital Stock of the Company or its Restricted Subsidiaries(ii) or Junior Indebtedness through the application of net proceeds of a substantially concurrent sale for cash (in other than to a Subsidiary of the case Company) of any redemption, defeasance, repurchase or other acquisition or retirement (A) shares of any Indebtedness Qualified Capital Stock of the Company or (B) Refinancing Indebtedness; (4) so long as no Default or Event of Default shall have occurred and be continuing, repurchases by the Company of Common Stock of the Company or options, warrants or other securities exercisable or convertible into Common Stock of the Company from employees and directors of the Company or any of its Subsidiaries or their authorized representatives upon the death, disability or termination of employment or directorship of such employees or directors, in an aggregate amount not to exceed $1,000,000 in any calendar year and $4.0 million in the aggregate (in each case plus the amount of net cash proceeds received by the Company from the sale of Qualified Capital Stock to officers or directors of the Company and its Subsidiaries, provided, that such amounts did not provide the basis for any other Restricted SubsidiariesPayment); (5) so long as no Default or Event of Default shall have occurred and be continuing, the payment of dividends on the shares of Series A Preferred Stock issued on the Issue Date and on any additional shares of such stock issued in lieu of cash dividends thereon with (x) the net proceeds of a sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company or (y) the net cash proceeds of any capital contribution to the Company; and (6) so long as no Default or Event of Default shall have occurred and be continuing, Restricted Payments not exceeding $7.5 million in the aggregate. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Issue Date in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (viii) of the immediately preceding paragraph paragraph, amounts expended pursuant to clauses (2)(ii), 3(ii)(A), (4) and (5) shall be deducted. None of the transactions described included in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04such calculation.

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly after the Issue Dateindirectly, to (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company) except (A) dividends or distributions payable in its Capital Stock (other than Disqualified Stock) and (B) dividends or distributions payable to the Company or another Subsidiary (and, if such Subsidiary is not a Wholly-Owned Subsidiary, to its other stockholders on a pro rata basis), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Subsidiary held by Persons other than the Company or another Subsidiary, (iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than the purchase, repurchase or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of acquisition) or (iv) make any Investment (other than a Permitted Investment) in any Person (any 37 such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment being herein referred to as a "Restricted Payment"), if, immediately prior if at the time the Company or after giving effect thereto such Subsidiary makes such Restricted Payment: (a1) a Default shall have occurred and be continuing (or an Event of Default would exist, result therefrom); or (b2) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company could not Incur at least an additional $1.00 of Indebtedness pursuant to 1, Section 4.3(a); or (c3) the aggregate amount of such Restricted Payment and all other Restricted Payments made by declared (the Company and its Restricted Subsidiariesamount so expended, including such proposed Restricted Payment (if not made other than in cash, then the fair market value of any property used therefor, as to be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution of the Board of Directors) from and after or made subsequent to the Issue Date and on or prior to the date of such Restricted Payment, shall would exceed the sum of of: (iA) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense 50% of the Company for Consolidated Net Income accrued during the period (taken treated as one accounting period) from the Issue Date to the last day end of the last full most recent fiscal quarter ending prior to the date of the proposed such Restricted Payment as to which financial results are available (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other but in no event more than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or 135 days prior to the date of such Restricted Payment) (or, plus in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); (iiiB) the aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other cash contributions to its capital on or subsequent to the extent not otherwise included in clause Issue Date (i) other than an issuance or (ii), above, sale to a Subsidiary of the Company or an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, employee stock ownership plan or other transfers of assets, in each case to trust established by the Company or any Wholly Owned Restricted Subsidiary of the Company its Subsidiaries); (C) aggregate Net Cash Proceeds from Unrestricted Subsidiaries, issue or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares sale of its Capital Stock to an employee stock ownership plan or similar trust, provided, however, that is paid pro rata if such plan or trust Incurs any Indebtedness to all holders or Guaranteed by the Company to finance the acquisition of such Capital Stock, and notwithstanding such aggregate amount shall be limited to any increase in the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) Consolidated Net Worth of the immediately preceding paragraph will not prohibit Company resulting from principal repayments made by such plan or trust with respect to Indebtedness Incurred by it to finance the purchase of such Capital Stock; and (ivD) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any amount by which Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in is reduced on the Company's balance sheet upon the conversion or exchange for or out of the Net Proceeds of the substantially concurrent sale (other than by a Subsidiary) subsequent to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement Issue Date of any Indebtedness of the Company or its Restricted SubsidiariesSubsidiaries convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company. In determining Company (less the aggregate amount expended for Restricted Payments in accordance with clause (c) of any cash, or other property, distributed by the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in Company or any calculation under this Section 4.04Subsidiary upon such conversion or exchange).

Limitation on Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, other than the exchange of such Capital Stock for Qualified Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company or its Restricted Subsidiaries that is subordinate or junior in right of payment to the Notes or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would existshall have occurred and be continuing, (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12 or (ciii) the aggregate amount of all Restricted Payments made by subsequent to the Company and its Restricted SubsidiariesIssue Date (the amount expended for such purposes, including such proposed Restricted Payment (if not made other than in cash, then shall be the fair market value of any such property used therefor, as determined in good faith by the Board of DirectorsDirectors of the Company in good faith) from and shall exceed the sum, without duplication, of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned during the period beginning on the first day of the fiscal quarter of the Company commencing after the Issue Date and ending on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full most recent fiscal quarter ending at least 45 days prior to the date the Restricted Payment occurs (treating such period as a single accounting period); (x) 100% of the proposed Restricted Payment (aggregate net proceeds, including the "Computation Period") from (y) Operating Cash Flow fair market value of property other than cash as determined by the Board of Directors of the Company for the Computation Periodin good faith, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale any Person (other than to a Restricted Subsidiary of the Company) from the issuance and sale subsequent to the Issue Date of its Qualified Capital Stock after of the Issue Date Company or of debt securities of the Company that have been converted into Qualified Capital Stock (excluding (A) Qualified Capital Stock made as a distribution on any Capital Stock or as interest on any Indebtedness and on (B) any net proceeds from issuances and sales of Qualified 59 -50- Capital Stock financed directly or prior to indirectly using funds borrowed from the date Company or any Restricted Subsidiary of such Restricted Paymentthe Company, plus (iii) until and to the extent not otherwise included in clause (i) or (iisuch borrowing is repaid), above, an (y) $50 million and (z) the amount equal to of the net reduction in Investments made as Restricted Payments in accordance with this sentence in Unrestricted Subsidiaries resulting from payments (1) the payment of dividends, repayments cash dividends or the repayment in cash of the principal of loans or advances, or other transfers of assetsthe cash return on any Investment, in each case to the extent received by the Company or any Wholly Owned wholly owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, (2) to the extent that any Investment in an Unrestricted Subsidiary that was made after the date of this Indenture is sold for cash or from redesignations otherwise liquidated or repaid for cash, the after-tax cash return of capital with respect to such Investment (less the cost of disposition, if any) or (3) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued Subsidiaries, such aggregate amount of the net reduction in each case as provided in the definition of "Investments"), such Investments not to exceed, in the case of any Unrestricted Subsidiary, the amount of such Investments made as Restricted Payments previously made by the Company and or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount was included in the calculation of the amount of Restricted Payments. Notwithstanding right of payment to the foregoingNotes, either (i) in exchange for Indebtedness of the provisions set forth Company that is subordinate or junior in clause right of payment to the Notes, at least to the extent that the Indebtedness being acquired is subordinated to the Notes, and has no scheduled principal prepayment dates prior to the earlier of (a) at least one year after the scheduled final maturity date of the Notes or (b) or (c) the scheduled final maturity date of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04Indebtedness being exchanged, (ii) through the distribution application of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent net proceeds of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of Qualified Indebtedness of the Company that is subordinate or junior in right of payment to the Notes, at least to the extent that the Indebtedness being acquired is subordinated to the Notes, and has no scheduled principal prepayment dates prior to the earlier of (a) the scheduled final maturity date of the Notes or (b) the scheduled final maturity date of the Indebtedness being refinanced or (iii) any combination of clauses (i) and (ii) above; (4) the elimination of fractional shares or warrants; (5) the purchase for value of shares of Capital Stock of the Company (x) held by directors, officers or employees upon death, disability, retirement, termination of employment or (y) to fund capital stock-based, long- term incentive programs, not to exceed $4 million in the case aggregate; (6) the repurchase of any Old Notes in accordance with (i) the "Limitation on Asset Sales" and "Change of Control" covenants hereunder and (ii) Sections 4.15 and 4.16 of the indenture under which the Old Notes were issued; (7) Restricted Payments for the redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or shares of Capital Stock of the Company in satisfaction of indemnification or its Restricted Subsidiaries) other claims arising under any merger, consolidation, asset purchase or Junior Indebtedness investment or similar acquisition agreement permitted under the Indenture, pursuant to which such shares of Capital Stock were issued and (8) repurchases of Capital Stock deemed to occur upon exercise of employee or director stock options; provided that in the case of any redemptionclauses (2), defeasance(3), repurchase (4), (5), (6) and (7), no Default or other acquisition Event of Default shall have occurred or retirement be continuing at the time of any Indebtedness of the Company such payment or its Restricted Subsidiaries) of the Companyas a result thereof. In determining the aggregate amount expended for of Restricted Payments made subsequent to the Issue Date, amounts expended pursuant to clauses (1), (2), (4), (5), (6) and 7 shall be included in accordance with such calculation; provided that amounts expended pursuant to clause (c2) shall constitute Restricted Payments only to the extent any amounts are credited pursuant to clause (iii)(x) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately next preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04paragraph.

Limitation on Restricted Payments. The Company shall notnot make, and shall not permit directly or indirectly, any dividend or other distribution on shares of Capital Stock of the Company or make any payment on account of the purchase, redemption, or other acquisition or retirement for value of any such shares of Capital Stock (except to any of its Restricted Subsidiaries toSubsidiaries) unless such dividends, distributions or payments are made in cash or Qualified Capital Stock or a combination thereof, except in connection with the TTXD Spin-off. In addition, the Company shall not make, directly or indirectly after the Issue Dateindirectly, make any Restricted Payment, if, immediately prior at the time or after giving effect thereto on a pro forma basis, (a) the Consolidated Fixed Charge Coverage Ratio does not exceed 2 to 1, (b) the Company's Adjusted Consolidated Net Tangible Assets are not equal to or greater than 125% of the total consolidated principal amount or accreted value, as the case may be, of Debt of the Company and its Subsidiaries (excluding, for purposes of the calculation of Debt, any Swap Obligations), (c) a Default or an Event of Default would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1occur or be continuing, or (cd) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment and all payments that may be made pursuant to the next paragraph of this Section 4.3 (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate 50% of Consolidated Interest Expense Net Income of the Company accrued on a cumulative basis for the period (taken as one accounting period) from commencing with the Issue Date to the last day of the last first full fiscal quarter that commenced after the Issue Date, to and including the fiscal quarter ended immediately prior to the date of each calculation (or, in the proposed Restricted Payment event Adjusted Consolidated Net Income for such period is a deficit, then minus 100% of such deficit), minus (ii) 100% of the "Computation Period") from (y) Operating Cash Flow amount of any write-downs, write-offs, other negative reevaluations and other negative extraordinary charges not otherwise reflected in Consolidated Net Income of the Company for the Computation Periodduring such period, plus (iiiii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the issuance or sale (other than to or a Subsidiary of the Company) of its Qualified Capital Stock from and after the Issue Date and on or prior to the date of such Restricted Payment, plus (iiiiv) to the extent not otherwise included $10,000,000. Nothing in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not 4.3 shall prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.

Limitation on Restricted Payments. (1) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly after indirectly, (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Issue DateCompany) or to the direct or indirect holders of its Capital Stock in their capacities as such (except dividends or distributions payable solely in Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to purchase its Capital Stock (other than Disqualified Stock) and except dividends or distributions payable to the Company or a Restricted Subsidiary (and, if the Restricted Subsidiary making such dividends or distributions has any stockholders other than the Company or another Restricted Subsidiary, to such stockholders on no more than a pro rata basis, measured by value)), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company, any Restricted Subsidiary or any other Affiliate of the Company, (iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations or (iv) make any Restricted Investment (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment being herein referred to as a "Restricted Payment, if, immediately prior ") if at the time the Company or after giving effect thereto such Restricted Subsidiary makes such Restricted Payment: (1) a Default shall have occurred and be continuing (or would result therefrom); or (2) the Company would not be permitted to issue an additional $1.00 of Indebtedness pursuant to clause (a) a Default or an Event of Default would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 under Section 4.13 after giving pro forma effect to 1, such Restricted Payment; or (c3) the aggregate amount of such Restricted Payment and all other Restricted Payments made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior to since the date of such Restricted Payment, shall on which the Notes were originally issued would exceed the sum of of: (iA) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense 50% of the Company for Consolidated Net Income accrued during the period (taken treated as one accounting period) from the Issue Date to the last day beginning of the last first full fiscal quarter prior commencing after the date on which the Notes were originally issued to the date end of the proposed Restricted Payment most recent fiscal quarter for which financial statements are available (the "Computation Period"or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit) from and (y) Operating Cash Flow of the Company for the Computation Period, plus (iiB) the aggregate Net Cash Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from (x) the issue or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary or an employee stock ownership plan or similar trust in the benefit of employees) and (y) the issue or sale (other than an issuance or sale to a Subsidiary or an employee stock ownership plan or similar trust in the benefit of the Companyemployees) of its Qualified Capital Stock after the Issue Date and on of Disqualified Stock or prior to debt securities that have been converted or exchanged in accordance with their terms for Capital Stock of the date of such Restricted Payment, plus Company (iii) to the extent not otherwise included in clause (i) or (iiother than Disqualified Stock), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company extent such proceeds are not used to redeem, repurchase, retire or any Wholly Owned Restricted Subsidiary of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its acquire Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its any Restricted SubsidiariesSubsidiary or to make any Investment pursuant to clause (viii) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) definition of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04"Permitted Investment."

Limitation on Restricted Payments. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company or in options, warrants or other rights to purchase such Qualified Capital Stock) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock (in each case other than in exchange for Qualified Capital Stock of the Company or options, warrants or other rights to purchase such Qualified Capital Stock), (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, as applicable, any Indebtedness of the Company that is subordinate or junior in right of payment to the Notes or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, shall have occurred and be continuing or (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company is not able to 1, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12 or (ciii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) from and after shall exceed the sum of: (v) $10,000,000; plus (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Issue Date and on or prior to the date of on which the Restricted Payment occurs or is to occur (the "Reference Date") (treating such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting period as a single accounting period); plus (x) 2.0 times 100% of the aggregate Consolidated Interest Expense Cash Net Proceeds received by the Company from any Person (other than a Subsidiary of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (and other than with respect to the PCC TPG Equity Contribution) received by the Company from the issuance and sale (other than subsequent to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date Reference Date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary Qualified Capital Stock of the Company from Unrestricted Subsidiaries(including by conversion of Indebtedness (excluding Disqualified Capital Stock) into Qualified Capital Stock) and, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in subject to the definition of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions limitation set forth in clause (b) or (c5) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04succeeding paragraph, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock fair market value of non-cash consideration received in any such issuance and sale; plus (y) without duplication of any amounts included in clause (iii)(x) above, 100% of the aggregate Cash Net Proceeds of any Equity Contribution (other than the TPG Equity Contribution) received by the Company subsequent to the Issue Date and on or prior to such Reference Date from a holder of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its 's Capital Stock that is paid pro rata and, subject to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions limitation set forth in clause (a), (b) or (c5) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.the

Limitation on Restricted Payments. (a) The Company shall notnot make, and shall not permit any of its Restricted Subsidiaries Subsidiary to make, any Restricted Payment if at the time of, and after giving effect to, directly or indirectly after the Issue Date, make any such proposed Restricted Payment, if, immediately prior or after giving effect thereto (ai) a Default or an Event of Default would existshall have occurred and be continuing, (bii) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 Company could not Incur at least $1.00 of additional Indebtedness pursuant to 1, Section 4.04(a) or (ciii) the aggregate amount of such Restricted Payment and all other Restricted Payments made by the Company and its Restricted Subsidiaries, including such proposed Restricted Payment (if not made in cash, then the fair market value of any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or date of this Indenture (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) would exceed an amount equal to the sum of (A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from April 1, 1997 to the end of the most recent fiscal quarter ended immediately prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (or, in the "Computation Period") from case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); (y) Operating Cash Flow of the Company for the Computation Period, plus (iiB) the aggregate Net Cash Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) subsequent to March 31, 1997 (other than an issuance or sale to a Subsidiary of the Company) Company or an employee stock ownership plan or other trust established by the Company or any of its Qualified Capital Stock after the Issue Date and on Subsidiaries or prior pursuant to the date of such Restricted Payment, plus clauses (iii) to the extent not otherwise included in clause (i) or (iiiv) of the following paragraph); (C) the amount by which Indebtedness of the Company or any Restricted Subsidiary is reduced on the Company's balance sheet upon the conversion or exchange (other than an issuance or sale to a Subsidiary of the Company or an employee stock ownership plan or other trust established by the Company or any of its Subsidiaries) subsequent to March 31, above, an 1997 of any Indebtedness of the Company or any Restricted Subsidiary convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash or other property distributed by the Company or any Restricted Subsidiary upon such conversion or exchange); (D) the amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from (1) payments of dividends, repayments of loans or advances, advances or other transfers of assets, in each case assets to the Company or any Wholly Owned Restricted Subsidiary or the satisfaction or reduction (other than by means of payments by the Company from Unrestricted Subsidiaries, or from redesignations any Restricted Subsidiary) of obligations of other Persons which have been Guaranteed by the Company or any Restricted Subsidiary or (2) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued Subsidiaries, in each case such net reduction in Investments being (x) valued as provided in the definition of "InvestmentsInvestment"), (y) in an amount not to exceed, in exceed the case of any Unrestricted Subsidiary, the aggregate amount of Investments previously made by the Company and or any Restricted Subsidiary which were treated as a Restricted Payment, and (z) included in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in this clause (bD) only to the extent not included in Consolidated Net Income; (E) payments of dividends, repayments of loans or advances or other transfers of assets to the Company or any Restricted Subsidiary from the Mirage Joint Venture to the extent such dividends, repayments, advances or other transfers exceed $100 million; and (cF) $75 million; provided, however, that in the event that the sum of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts referred to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as in clauses (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (vE) of the immediately preceding paragraph above is a negative number, such sum shall be deducted. None of the transactions described in Section 4.01(b) above, shall deemed to be taken into account in any calculation under this Section 4.04zero.

Limitation on Restricted Payments. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly after the Issue Dateindirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable solely in Qualified Capital Stock of the Company) on or in respect of shares of Capital Stock of the Company or any Restricted Subsidiary of the Company to holders of such Capital Stock (other than dividends or distributions payable to the Company or any Restricted Subsidiary of the Company), (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any Restricted Subsidiary of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock (other than any such Capital Stock, warrants, rights or options owned by the Company or any Restricted Subsidiary of the Company), (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company or any Restricted Subsidiary of the Company that is subordinate or junior in right of payment to the Notes or the Guarantees or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if, if at the time of such Restricted Payment or immediately prior or after giving effect thereto thereto, (ai) a Default or an Event of Default would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1shall have occurred and be continuing, or (cii) the Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12 or (iii) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries, (including such proposed Restricted Payment Payment) made subsequent to the Issue Date (the amount expended for such purposes, if not made other than in cash, then being the fair market value of any such property used therefor, as determined reasonably and in good faith by the Board of DirectorsDirectors of the Company) from and after shall exceed the sum of: (w) $10 million plus (x) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment occurs (the "Computation PeriodReference Date") from (treating such period as a single accounting period); plus (y) Operating Cash Flow 100% of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) net cash proceeds received by the Company from the sale any Person (other than to a Subsidiary of the Company) of its Qualified Capital Stock after from the issuance and sale subsequent to the Issue Date and on or prior to the date Reference Date of such Restricted Payment, Qualified Capital Stock of the Company; plus (iiiz) to the extent not otherwise without duplication of any amounts included in clause (iiii)(y) or (ii), above, an amount equal to 100% of the aggregate net reduction in Investments in Unrestricted Subsidiaries resulting from payments cash proceeds of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Wholly Owned Restricted Subsidiary of equity contribution received by the Company from Unrestricted Subsidiaries, or from redesignations a holder of Unrestricted Subsidiaries as Restricted Subsidiaries the Company's Capital Stock (valued in each case as provided in the definition of "Investments"), not to exceedexcluding, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause clauses (biii)(y) or (c) of the immediately preceding paragraph will not prohibit (i) the use of an aggregate of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04, (ii) the distribution of amounts to Holdings sufficient to pay the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent of the Company owning 100% of the capital stock of the Company, and (B) such Holdings Securities contain no scheduled requirement for the payment of z), any net cash interest or dividends, as applicable, until at least five years proceeds from the date of their original issuance and (iii) any dividend, distribution or other payment by any Restricted Subsidiary on shares sale of its Capital Stock that is paid pro rata to all holders of such Specified Venture Capital Stock, and notwithstanding the foregoing paragraph, the provisions set forth in clause (a), (b) or (c) of the immediately preceding paragraph will not prohibit (iv) the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in compliance with the foregoing provisions, or (v) the redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries either in exchange for or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Junior Indebtedness or Capital Stock of the Company or its Restricted Subsidiaries) or Junior Indebtedness (in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04.

Limitation on Restricted Payments. The Company shall not, and shall will not permit pay or declare any dividend or make any other distribution on or on account of any class of its Restricted Subsidiaries toStock or other equity or make cash distributions of equity (including cash patronage refunds), or make interest payments on equity, or redeem, purchase or otherwise acquire, directly or indirectly after the Issue Dateindirectly, make any Restricted Payment, if, immediately prior shares of its Stock or after giving effect thereto (a) a Default or an Event of Default would exist, (b) the Company's Annualized Operating Cash Flow Ratio for the Reference Period would exceed 8.5 to 1other equity, or (c) the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiariesredeem, including such proposed Restricted Payment (if not made in cashpurchase or otherwise acquire, then the fair market value of directly or indirectly, any property used therefor, as determined in good faith by the Board of Directors) from and after the Issue Date and on or prior to the date of such Restricted Payment, shall exceed the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate Consolidated Interest Expense of the Company for the period (taken as one accounting period) from the Issue Date to the last day of the last full fiscal quarter prior to the date of the proposed Restricted Payment (the "Computation Period") from (y) Operating Cash Flow of the Company for the Computation Period, plus (ii) the aggregate Net Proceeds (other than with respect to the PCC Equity Contribution) received by the Company from the sale (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or prior to the date of such Restricted Payment, plus (iii) to the extent not otherwise included in clause (i) or (ii), above, an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company Senior Unsecured Notes or any Wholly Owned Restricted Subsidiary Subordinated Debt, including, but not limited to, its Subordinated Capital Certificates of the Company from Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries Interest and Subordinated Loan Certificates (valued in each case except required redemptions as provided in the definition of "Investments"indentures pursuant to which such Subordinated Debt was issued), or permit any Subsidiary to do any of the above (all of the foregoing being herein called “Restricted Payments”) except that the Company may make (a)(i) prior to the Conversion Date, (A) cash patronage refunds in an amount, for each Fiscal Year, not to exceed 10% of the member earnings for such Fiscal Year, and (B) present value cashing retirement and death payments (net of any amount the Company receives as insurance proceeds) in an aggregate amount not to exceed, in the case of this clause (B), $5,000,000 in any Unrestricted SubsidiaryFiscal Year; and (ii) after the Conversion Date, the payment of any amounts that would otherwise be permitted to be paid under the immediately preceding clause (a)(i) that were not paid prior to the Conversion Date, (b) payments not to exceed, in the aggregate, the amount of Investments previously made by the Net Proceeds of Stock received from an initial public offering of the Company and any Restricted Subsidiary in such Unrestricted Subsidiary. Notwithstanding the foregoing, the provisions set forth in clause (b) or (c) of the immediately preceding paragraph will not prohibit for (i) on or after the use Conversion Date, the prepayment of an aggregate up to 35% of $10,000,000 for Restricted Payments not otherwise permitted by this Section 4.04the Senior Unsecured Notes plus any prepayment penalties, (ii) on or after the distribution of amounts to Holdings sufficient to pay Conversion Date, the scheduled interest or dividends, as applicable, owed by Holdings on the Holdings Securities as such interest or dividends become due and payable and so long as (A) Holdings is the direct Parent prepayment of the Company owning 100% Subordinated Capital Certificates of the capital stock of the CompanyInterest plus any prepayment penalties and interest on deposit, and (B) such Holdings Securities contain no scheduled requirement for the payment of cash interest or dividends, as applicable, until at least five years from the date of their original issuance and (iii) any dividend, distribution prior to or other payment by any Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to all holders of such Capital Stock, and notwithstanding after the foregoing paragraphConversion Date, the provisions redemption of certain outstanding written notices of allocation of the Company and payments in connection with the Permitted Conversion Transaction (which, subject to the limitation in amount set forth in this clause (ab), (b) or may be funded with monies not constituting Net Proceeds of Stock), and (c) after the Conversion Date, payments of cash dividends in an aggregate amount not to exceed $5,000,000 per Fiscal Year, provided that prior to making any cash dividend payments pursuant to the immediately preceding paragraph will not prohibit clause (iv) c), the payment of any dividend within 60 days after the date of its declaration if such dividend could have been made on the date of its declaration in Company shall deliver to Noteholders a certificate evidencing compliance with paragraph 6A(3) hereof after giving effect to such cash dividend payments, and provided, further, that the foregoing provisionsCompany shall not make any Restricted Payments upon the occurrence and during the continuance of a Default or Event of Default. So long as no Default or Event of Default shall have occurred and be continuing, there shall not be included in the definition of Restricted Payments: (x) dividends paid, or (v) the redemptiondistributions made, defeasance, repurchase or other acquisition or retirement of any Indebtedness or Capital in Stock of the Company or its Restricted Subsidiaries either in exchange for (y) exchanges of Stock of one or out of the Net Proceeds of the substantially concurrent sale (other than to a Subsidiary more classes of the Company) of Qualified Capital Stock (in , except to the case of any redemption, defeasance, repurchase extent that cash or other acquisition or retirement of value is involved in such exchange. Moreover, nothing in this Paragraph 6B shall prevent any Junior Indebtedness or Capital Stock of Subsidiary from making any Restricted Payments to the Company or its Restricted Subsidiaries) or Junior Indebtedness (to any other Related Party that directly owns Stock of such Subsidiary. The term “equity” as used in the case of any redemption, defeasance, repurchase or other acquisition or retirement of any Indebtedness of the Company or its Restricted Subsidiaries) of this Paragraph 6B shall include the Company. In determining the aggregate amount expended for Restricted Payments in accordance with clause (c) ’s common stock, preferred stock, if any, other equity certificates, and notified equity accounts of the first paragraph of this Section 4.04, 100% of the amounts expended under clauses (i) through (v) of the immediately preceding paragraph shall be deducted. None of the transactions described in Section 4.01(b) above, shall be taken into account in any calculation under this Section 4.04patrons.