Common use of Limitations on Restricted Payments Clause in Contracts

Limitations on Restricted Payments. (a) The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless: (1) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment; (2) immediately after giving effect to such Restricted Payment, the Parent could incur at least $1.00 of additional Indebtedness pursuant to the Ratio Exception; and (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), does not exceed the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) from the issuance and sale of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(a) shall not prohibit: (1) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) the making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries); (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment.

Limitations on Restricted Payments. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, : (i) declare or pay any dividend or make any distribution on account of the Company's or any of its Subsidiaries' Equity Interests (other than (w) Physician Joint Venture Distributions, (x) dividends or distributions payable in Qualified Equity Interests of the Company, (y) dividends or distributions payable to the Company or any Subsidiary of the Company, and (z) dividends or distributions by any Subsidiary of the Company payable to all holders of a class of Equity Interests of such Subsidiary on a PRO RATA basis); (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company; or (iii) make any principal payment on, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Securities, except at the original final maturity date thereof or pursuant to a Specified Exchange or the Refinancing (all such payments and other actions set forth in clauses (i) through (iii) above being collectively referred to as "RESTRICTED PAYMENTS"), unless, at the time of and after giving effect to such Restricted Payment unless:(the amount of any such Restricted Payment, if other than cash, shall be the fair market value (as conclusively evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee within 60 days prior to the date of such Restricted Payment) of the asset(s) proposed to be transferred by the Company or such Subsidiary, as the case may be, pursuant to such Restricted Payment): (1a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (b) the Company would, at the time of or immediately such Restricted Payment and after giving PRO FORMA effect to thereto as if such Restricted Payment; (2) Payment had been made at the beginning of the most recently ended four full fiscal quarter period for which internal financial statements are available immediately after giving effect to preceding the date of such Restricted Payment, the Parent could have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio Exceptiontest set forth in the first paragraph of Section 3.09 hereof; and (3c) the amount of such Restricted Payment, when added to together with the aggregate amount of all other Restricted Payments made by the Company and its Subsidiaries after November 8March 1, 2012 1995 (other than excluding Restricted Payments made pursuant to Section 4.04(b) permitted by clauses (2ii), (3iii) and (iv) of the next succeeding paragraph), (4), (5), (6), or (7)), does not exceed is less than the sum (the “Restricted Payments Basket”) of (without duplication): (A1) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from October the beginning of the first fiscal quarter commencing after March 1, 2012 1995 to and including the last day end of the Company's most recently ended fiscal quarter ended immediately prior to the date of such calculation for which consolidated internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income shall be for such period is a deficit, minus less 100% of such aggregate deficit), plus PLUS (B2) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either Company from the issue or sale (x) as contributions other than to the common equity a Subsidiary of the Parent after November 8Company) since March 1, 2012 or (y) from the issuance and sale 1995 of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent Company or of debt securities of the Company or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion of its Subsidiaries that have been converted into or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into exchanged for such Qualified Equity Interests of the Company, PLUS (less the amount 3) $20.0 million. If no Default or Event of any cashDefault has occurred and is continuing, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated would occur as a consequence thereof, the foregoing provisions shall not prohibit the following Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of Payments: (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(a) shall not prohibit: (1) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the at said date of declaration the such payment would have complied with the provisions of this Indenturehereof; (2ii) the making payment of cash dividends on any Restricted Payment series of Disqualified Stock issued after the Closing Date in exchange for, or out an aggregate amount not to exceed the cash received by the Company since the Closing Date upon issuance of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries)such Disqualified Stock; (3iii) the redemption, repurchase, redemption, defeasance retirement or other acquisition or retirement for value of Subordinated Indebtedness any Equity Interests of the Parent Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of of, the substantially concurrent incurrence ofsale (other than to a Subsidiary of the Company) of Qualified Equity Interests of the Company; PROVIDED that the amount of any such net cash proceeds that are utilized for any such redemption, Refinancing Indebtedness permitted to repurchase, retirement or other acquisition shall be incurred under Section 4.03 and excluded from clause (c)(2) of the other terms of this Indenturepreceding paragraph; (4iv) the defeasance, redemption or repurchase of subordinated Indebtedness with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness or in exchange for or out of the net cash proceeds from the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Equity Interests of the Company; PROVIDED that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clause (c)(2) of the preceding paragraph; (v) the repurchase, redemption, defeasance redemption or other acquisition or retirement for value of any Equity Interests of the Parent Company or any Subsidiary of the Company held by officers, directors or employees or former officers, directors or employees any member of the Company's (or their transferees, estates any of its Subsidiaries') management pursuant to any management equity subscription agreement or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Datestock option agreement; provided PROVIDED that the aggregate cash consideration price paid for all such redemptions repurchased, redeemed, acquired or retired Equity Interests shall not exceed $4,000,000 during 15.0 million in any calendar year;twelve-month period; and (5vi) repurchases the making and consummation of Equity Interests deemed to occur upon (A) a senior subordinated asset sale offer in accordance with the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion provisions of the exercise price thereof; indenture relating to the 2005 Senior Subordinated Notes or (6B) the repurchase a Change of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations Control Offer with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent Senior Subordinated Notes in accordance with the proceeds thereof exceed provisions of the amounts used Senior Subordinated Note Indenture or change of control offer with respect to effect the transactions described therein2005 Senior Subordinated Notes or the 2005 Exchangeable Subordinated Notes in accordance with the provisions of the indentures relating thereto. The amount of all Restricted Payments (other Not later than cash) will be the Fair Market Value on the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment of is permitted and setting forth the asset(s) or securities proposed to be transferred or issued basis upon which the calculations required by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Paymentthis covenant were computed.

Limitations on Restricted Payments. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessif at the time of such Restricted Payment: (1) no Default or Event of a Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Paymentshall occur as a consequence thereof; (2) immediately after giving pro forma effect to such Restricted PaymentPayment as if such Restricted Payment had been made at the beginning of the applicable Four-Quarter Period, the Parent could Issuer is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the Coverage Ratio Exception; andor (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8April 3, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) clauses (2) through (10) of clause (b) of this Section 4.11), (3), (4), (5), (6), or (7)), does not exceed exceeds the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October commencing on April 1, 2012 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of (A) (i) the aggregate net cash proceeds or and (ii) the Fair Market Value of (as determined by x) marketable securities (other than marketable securities of the Board Issuer), (y) Equity Interests of Directors a Person (other than the Issuer or a Subsidiary of Parentthe Issuer) of any assets to be used engaged in a Permitted Business and (z) other assets used in any Permitted Business, in the case of clauses (i) and (ii), received by the Parent either (x) Issuer or its Restricted Subsidiaries since April 3, 2012 as contributions a contribution to the its common equity of the Parent after November 8, 2012 capital or (y) from the issuance and issue or sale of Qualified Equity Interests after November 8of the Issuer or from the issue or sale of convertible or exchangeable Disqualified Equity Interests or convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Qualified Equity Interests (other than Equity Interests or debt securities sold to a Subsidiary of the Issuer and Excluded Contributions) and (B) the aggregate net cash proceeds, 2012if any, received by the Issuer or any of its Restricted Subsidiaries upon any conversion or exchange described in clause (A) above, plus (C) 100% of (A) the aggregate amount by which Indebtedness (other than any Subordinated Indebtedness) of the Parent Issuer or any Restricted Subsidiary is reduced on the ParentIssuer’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8after April 3, 2012 of any such Indebtedness into or for Qualified Equity Interests of the Issuer and (less B) the amount of any cashaggregate net cash proceeds, or the fair value of assetsif any, distributed received by the Parent Issuer or any of its Restricted Subsidiary Subsidiaries upon such any conversion or exchange)exchange described in clause (A) above, plus (D) in with respect to Restricted Investments made by the case of the disposition or repayment of or return on any Investment that was treated as a Issuer and its Restricted Payment made Subsidiaries after November 8April 3, 2012, an amount equal to the sum, without duplication, of (A) the net reduction in such Restricted Investments in any Person resulting from (i) repayments of loans or advances, or other transfers of assets, in each case to the Issuer or any Restricted Subsidiary, (ii) other repurchases, repayments or redemptions of such Restricted Investments, (iii) the sale of any such Restricted Investment to a purchaser other than the Issuer or a Subsidiary or (iv) the release of any guarantee (except to the extent not included in the computation of Consolidated Net Incomeany amounts are paid under such guarantee) equal to the lesser of that constituted a Restricted Investment plus (iB) the return of capital with respect to any Unrestricted Subsidiary designated as such Investment after April 3, 2012 and (ii) the amount of such Investment that was treated redesignated as a Restricted PaymentSubsidiary after April 3, in either case2012, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the ParentIssuer’s proportionate interest Investment in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee held by the Parent Issuer or any of its Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on Subsidiaries at the time of such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when maderedesignation. (b) The Notwithstanding the foregoing, the provisions set forth in clause (a) of this Section 4.04(a) shall 4.11 will not prohibit: (1) the payment by the Parent or any Restricted Subsidiary of (a) any dividend or similar redemption payment or the making of any distribution within 60 days after the date of declaration thereofthereof if, if on the date of declaration declaration, the payment dividend, redemption or distribution payment, as the case may be, would have complied with the provisions of this IndentureIndenture or (b) any dividend or similar distribution by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis or on a basis more favorable to the Issuer; (2) the making redemption or acquisition of any Equity Interests of the Issuer or any Restricted Payment Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries)Interests; (3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent Issuer or any Restricted Subsidiary (including the payment of any required premium and any fees and expenses incurred in connection with such purchase, repurchase, redemption, defeasance, other acquisition or retirement for value) (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests, (b) in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 4.10 and the other terms of this IndentureIndenture or (c) upon a Change of Control or in connection with an Asset Sale to the extent required by the agreement governing such Subordinated Indebtedness but only if the Issuer shall have complied with Section 4.12 and Section 4.15 and purchased all Notes validly tendered pursuant to the relevant offer prior to purchasing, repurchasing, redeeming, defeasing or acquiring or retiring for value such Subordinated Indebtedness; (4) the repurchase, redemption, defeasance repurchase or other acquisition or retirement for value of Equity Interests of the Parent Issuer held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), either (x) upon their bankruptcy or petition for bankruptcy, any such individual’s death, disability, retirement, severance or termination of employment or service or (y) pursuant to any other repurchase event set forth equity subscription agreement, stock option agreement, stockholders’ agreement or similar agreement; provided, in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided any case, that the aggregate cash consideration paid for all such redemptions redemptions, repurchases or other acquisitions or retirements shall not exceed (A) $4,000,000 10.0 million during any calendar yearyear (with unused amounts in any calendar year being carried forward to the next succeeding calendar year but not any subsequent years) plus (B) the amount of any net cash proceeds received by or contributed to the Issuer from the issuance and sale after the Issue Date of Qualified Equity Interests of the Issuer to its officers, directors or employees that have not been applied to the payment of Restricted Payments pursuant to this clause (4), plus (C) the net cash proceeds of any “key-man” life insurance policies that have not been applied to the payment of Restricted Payments pursuant to this clause (4); (5a) repurchases repurchases, redemptions or other acquisitions or retirements for value of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation options, warrants, rights if the to acquire Equity Interests represents or other convertible securities to the extent such Equity Interests represent a portion of the exercise or exchange price thereofthereof and (b) any repurchases, redemptions or other acquisitions or retirements for value of Equity Interests made in lieu of withholding taxes in connection with any exercise or exchange of stock options, warrants or other similar rights; (6) the repurchase of dividends on Preferred Stock or Disqualified Equity Interests upon vesting issued in compliance with Section 4.10 to the extent such dividends are included in the definition of restricted stockConsolidated Interest Expense; (7) the payment of cash in lieu of fractional Equity Interests; (8) payments or distributions to dissenting stockholders pursuant to applicable law in connection with a merger, restricted stock units, performance share units consolidation or similar equity incentives to satisfy tax withholding or similar tax obligations transfer of assets that complies with respect theretothe provisions of Article 5; (9) Restricted Payments with Excluded Contributions; or (710) payment of other Restricted Payments in an aggregate amountamount since April 3, when taken together with all 2012 not to exceed $25.0 million; provided that (a) in the case of any Restricted Payments made Payment pursuant to this Section 4.04(b)(7clauses (3), (4), (9) or (10) above, no Default shall have occurred and then outstanding, does not exceed $20,000,000. provided that be continuing or occur as a consequence thereof and (b) no issuance and sale of Qualified Equity Interests used to make a payment pursuant to Section 4.04(b)(2clauses (2), (3) or (34)(B) above shall increase the Restricted Payments Basket. For the purposes of determining compliance with any U.S. dollar-denominated restriction on Restricted Payments denominated in a foreign currency, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The U.S. dollar-equivalent amount of all such Restricted Payments (other than cash) will Payment shall be calculated based on the Fair Market Value relevant currency exchange rate in effect on the date of the that such Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Paymentwas made.

Limitations on Restricted Payments. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessif at the time of such Restricted Payment: (1i) no Default or Event of A Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment;shall occur as a consequence thereof; or (2ii) immediately after giving effect to such Restricted Payment, the Parent could incur at least $1.00 of additional Indebtedness pursuant to the Ratio Exception; and (3) the The amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 the Original Issue Date (other than Restricted Payments made pursuant to Section 4.04(b) clause (2ii), (3iii), (4iv), (5v), (6vi), (viii), (ix), (x) or (7xi)(B) of Section 6.09(b)), does not exceed exceeds the sum (the “Restricted Payments Basket”) of (without duplication): (A1) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 to and including the last day beginning of the first fiscal quarter ended immediately prior commencing after the Original Issue Date to the date end of such calculation the Issuer’s most recently ended fiscal quarter for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B2) Subject to Section 6.09(b)(ii), 100% of the aggregate net cash proceeds or received by the Issuer and 100% of the Fair Market Value (as determined by at the Board time of Directors receipt of Parent) of any assets to be used in a Permitted Business other than cash, if any, received by the Parent Issuer, either (x) as contributions to the common equity of the Parent Issuer after November 8, 2012 the Original Issue Date or (y) from the issuance and sale of Qualified Equity Interests after November 8the Original Issue Date, 2012other than (a) any such proceeds or assets received from a Subsidiary of the Issuer; (b) Excluded Contributions; or (c) Designated Preferred Stock, plus (C3) the The aggregate amount by which Indebtedness of (other than any Subordinated Indebtedness) incurred by the Parent Issuer or any Restricted Subsidiary subsequent to the Original Issue Date is reduced on the ParentIssuer’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the ParentIssuer) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent Issuer or any Restricted Subsidiary upon such conversion or exchangeexchange (other than payments of interest with respect thereto)), plus (D4) in In the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012the Original Issue Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) 100% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash or other property (valued at the Fair Market Value thereof) as the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E5) upon Upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the ParentIssuer’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the ParentIssuer’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) Basket and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The foregoing provisions of Section 4.04(a) shall will not prohibit: (1i) the The payment by the Parent Issuer or any Restricted Subsidiary of any dividend or similar distribution the consummation of any redemption within 60 days after the date of declaration thereofof the dividend or giving or any redemption notice, if on the date of declaration or notice, the payment or redemption would have complied with the provisions of this Indenture; (2ii) the The making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent issuance and sale (other than to a Subsidiary of the Issuer) of, Qualified Equity Interests of the Issuer or from the substantially concurrent contribution of common equity capital to the Issuer; provided, that net cash proceeds from the issuance and sale of Qualified Equity Interests or from contributions to equity capital of the Issuer under this clause (ii) shall not be included for purpose of calculating amounts under Section 6.09(a)(ii)(2); (iii) The redemption of Subordinated Indebtedness of the Issuer or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests or (other than to the Parent or any of its Subsidiaries); (3b) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 6.08 and the other terms of this Indenture; (4iv) Payments by the repurchase, redemption, defeasance or other acquisition or retirement for value of Issuer to redeem Equity Interests of the Parent Issuer held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Dateservice; provided provided, that the aggregate cash consideration paid for all such redemptions shall not exceed the sum of (A) $4,000,000 2.0 million during any calendar year (with unused amounts being available to be used in the following calendar year, but not in any succeeding calendar year) plus (B) the amount of any net cash proceeds received by or contributed to the Issuer from the issuance and sale after the Original Issue Date of Qualified Equity Interests of the Issuer to its officers, directors or employees that have not been applied to the payment of Restricted Payments pursuant to this clause (iv), plus (C) the net cash proceeds of any “key-man” life insurance policies that have not been applied to the payment of Restricted Payments pursuant to this clause (iv); (5v) repurchases Payments of cash, dividends, distributions, advances or other Restricted Payments by the Issuer or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares or upon the purchase, redemption or acquisition of fractional shares, including in connection with (i) the exercise of options or warrants, (ii) the conversion or exchange of Equity Interests, (iii) stock dividends, splits or combinations or business combinations or (iv) the conversion of the Convertible Notes or any payment made with respect thereto; (vi) Repurchases of Equity Interests (i) deemed to occur upon the exercise of stock options or stock appreciation rights if other similar stock-based awards under equity plans of the Issuer or any of the Issuer’s Restricted Subsidiaries, warrants or other Equity Interests represents to the extent such Equity Interests represent a portion of the exercise price thereofof those stock options, other similar stock-based awards under equity plans of the Issuer or any Restricted Subsidiary, warrants or other Equity Interests or (ii) in connection with a gross up for tax withholding related to such Equity Interests; (6vii) Additional Restricted Payments of $5.0 million; (viii) Restricted Payments that are made with Excluded Contributions; (ix) The redemption of Indebtedness that is contractually subordinated to the Notes pursuant to provisions similar to those described in Section 3.01 or Section 6.11 hereof; provided that, prior to such redemption, the Issuer (or a third party to the extent permitted by this Indenture) has made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect to the Notes as a result of such Change of Control or Asset Sale, as the case may be, and has repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer, as the case may be; (x) The distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary of the Issuer by, Unrestricted Subsidiaries; (xi) Any Restricted Payment made in connection with (A) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units Transactions or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto(B) the Exchange Transactions; or (7xii) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made and distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole that complies with the terms of this Section 4.04(b)(7) and then outstandingIndenture, does not exceed $20,000,000. provided including Article Seven hereof; provided, that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2clause (ii), (iii) or (3iv)(B) above shall increase the Restricted Payments Basket. For purposes of determining compliance with this Section 6.09, except to in the extent event that a Restricted Payment meets the proceeds thereof exceed criteria of more than one of the amounts used to effect the transactions described therein. The amount categories of all Restricted Payments described in clauses (other than cashi) through (xii) of Section 6.09(b) hereof, or is entitled to be incurred pursuant to Section 6.09(a) hereof, the Issuer will be the Fair Market Value entitled to classify such Restricted Payment (or portion thereof) on the date of the its payment or later reclassify such Restricted Payment of the asset(s(or portion thereof) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Paymentin any manner that complies with this Section 6.09.

Limitations on Restricted Payments. (a) The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessif at the time of such Restricted Payment: (1) no Default or Event of a Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Paymentshall occur as a consequence thereof; (2) immediately after giving effect to such Restricted Payment, the Parent could cannot incur at least $1.00 of additional Indebtedness pursuant to the Ratio Exception; andor (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 the Issue Date (other than Restricted Payments made pursuant to Section 4.04(b) clause (2), (3) or (5) of the next paragraph), (4), (5), (6), or (7)), does not exceed exceeds the sum (the “Restricted Payments Basket”) of (without duplication): (Aa) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 commencing on the first day of the first full fiscal quarter commencing after the Issue Date to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (Bb) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 the Issue Date or (y) from the issuance and sale of Qualified Equity Interests after November 8the Issue Date, 2012other than to the extent any such proceeds are used to redeem Notes in accordance with paragraph 6(b) of the Notes, plus (Cc) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 the Issue Date into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (Dd) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012the Issue Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (Ee) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(Eclause (3) and were not previously repaid or otherwise reduced, plus (Ff) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) $5.0 million. The foregoing provisions of Section 4.04(a) shall will not prohibit: (1) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) so long as no Default shall have occurred and be continuing at the making time of or as a consequence of such redemption, the redemption of any Equity Interests of the Parent or any Restricted Payment Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests; (3) so long as no Default shall have occurred and be continuing at the time of or as a consequence of such redemption, the redemption of Subordinated Indebtedness of the Parent or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests or (other than to the Parent or any of its Subsidiaries); (3b) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 4.06 and the other terms of this Indenture; (4) so long as no Default shall have occurred and be continuing at the repurchase, time of or as a consequence of such redemption, defeasance or other acquisition or retirement for value the redemption of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Dateservice; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 2.0 million during any calendar year;; or (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2clause (2) or (3) above shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment.

Limitations on Restricted Payments. (a) The Parent shall Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment; (2ii) immediately after giving effect to such Restricted Payment, the Parent Company could incur at least $1.00 of additional Indebtedness pursuant to the Ratio ExceptionSection 3.02(a) hereof; and (3iii) the amount of immediately after giving effect to such Restricted Payment, when added to the aggregate amount of all other Restricted Payments (including the Fair Market Value of any non-cash Restricted Payment) declared or made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), the Issue Date does not exceed the sum (the “Restricted Payments Basket”) of (without duplication): (Aa) 50% of the Consolidated Net Income for of the Company on a cumulative basis during the period (taken as one accounting period) from October and including April 1, 2012 to 1998 and including ending on the last day of the Company's fiscal quarter ended immediately prior to preceding the date of such calculation for which consolidated financial statements are available Restricted Payment (or, if or in the event such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus plus (Bb) 100% of the aggregate net cash proceeds or of and the Fair Market Value (as determined by the Board fair market value of Directors of Parent) of any assets to be used in a Permitted Business Property received by the Parent either Company from (x1) as contributions any capital contribution to the common equity of the Parent Company after November 8June 9, 2012 1997 or (y) from the issuance and any issue or sale after June 9, 1997 of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange Stock (other than by a to any Subsidiary of the ParentCompany) and (2) the issue or sale after June 9, 1997 of any Indebtedness issued subsequent or other securities of the Company convertible into or exercisable for Qualified Stock of the Company that have been so converted or exercised, as the case may be, plus (c) $86.0 million, which is equal to November 8, 2012 into Qualified Equity Interests (less the aggregate principal amount of any cashthe Company's 6-7/8% Convertible Subordinated Notes due 2002 that were converted into the Company's Common Equity prior to the Issue Date, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus plus (Dd) in the case of the disposition or repayment of or return on any Investment that was treated as constituting a Restricted Payment made after November 8the June 9, 20121997, an amount (to the extent not included in the computation calculation of the Consolidated Net IncomeIncome referred to in (a)) equal to the lesser of (ix) the return of capital with respect to such Investment (including by dividend, distribution or sale of Capital Stock) and (iiy) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition or repayment of such Investment and net (to the extent not included in the calculation of taxesthe Consolidated Net Income referred to in (a)), plus plus (Ee) upon with respect to any Unrestricted Subsidiary that is redesignated as a Redesignation Restricted Subsidiary after June 9, 1997 in accordance with the definition of Unrestricted Subsidiary (so long as the designation of such Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant made after June 9, 1997 and only to this paragraph the extent not included in the calculation of the Consolidated Net Income referred to in (a)), an amount equal to the lesser of (x) when madethe proportionate interest of the Company or a Restricted Subsidiary in an amount equal to the excess of (I) the total assets of such Subsidiary, valued on an aggregate basis at the lesser of book value and Fair Market Value thereof, over (II) the total liabilities of such Subsidiary, determined in accordance with GAAP, and (y) the Designation Amount at the time of such Subsidiary's designation as an Unrestricted Subsidiary, plus (f) $50 million minus (g) the aggregate amount of all Restricted Payments (other than Restricted Payments referred to in clause (C) of the immediately succeeding paragraph) made after June 9, 1997 through the Issue Date. (b) The provisions Clauses (ii) and (iii) of Section 4.04(aparagraph (a) shall will not prohibit: : (1A) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of its declaration thereof, if such dividend could have been made on the date of its declaration the payment would have complied with without violation of the provisions of this Indenture; ; (2B) the making repurchase, redemption or retirement of any Restricted Payment shares of Capital Stock of the Company in exchange for, or out of the net proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to a Subsidiary of the Parent or any Company) of, other shares of its Subsidiaries); Qualified Stock; and (3C) the repurchasepurchase, redemption, defeasance redemption or other acquisition acquisition, cancellation or retirement for value of Subordinated Indebtedness Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock, of the Parent Company or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors officers or employees or former officers, directors officers or employees of the Company or any Subsidiary (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth ) not to exceed $20 million in a written agreement between Parent and such individual evidencing such Equity Interest as of the aggregate since the Issue Date; provided provided, however, that each Restricted Payment described in clauses (A) and (B) of this sentence shall be taken into account for purposes of computing the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments pursuant to clause (iii) of paragraph (a). (c) For purposes of determining the aggregate and permitted amounts of Restricted Payments made, the amount of any guarantee of any Investment in any Person that was initially treated as a Restricted Payment and which was subsequently terminated or expired, net of any amounts paid by the Company or any Restricted Subsidiary in respect of such guarantee, shall be deducted. (d) In determining the "fair market value of Property" for purposes of clause (iii) of the paragraph (a), Property other than cash, Cash Equivalents and Marketable Securities shall be deemed to be equal in value to the "equity value" of the Capital Stock or other securities issued in exchange therefor. The "equity value" of such Capital Stock or other securities shall be equal to (i) will be the Fair Market Value number of shares of Common Equity issued in the transaction (or issuable upon conversion or exercise of the Capital Stock or other securities issued in the transaction) multiplied by the closing sale price of the Common Equity on its principal market on the date of the Restricted Payment transaction (less, in the case of Capital Stock or other securities which require the payment of consideration at the time of conversion or exercise, the aggregate consideration payable thereupon) or (ii) if the Common Equity is not then traded on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market, or if the Capital Stock or other securities issued in the transaction do not consist of Common Equity (or Capital Stock or other securities convertible into or exercisable for Common Equity), the value of such Capital Stock or other securities as determined by a nationally recognized investment banking firm retained by the Board of Directors of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted PaymentCompany.

Limitations on Restricted Payments. (a) The Parent shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Parent’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Parent or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Parent’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as holders (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Parent or any of its Restricted Subsidiaries and other than dividends or distributions payable to the Parent or a Restricted Subsidiary); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Parent) any Equity Interests of the Parent or any direct or indirect parent entity of the Parent; (iii) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Parent, the Issuer or any Guarantor that is expressly contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Parent and any of its Restricted Subsidiaries), except (1) a payment of principal at the Stated Maturity thereof or (2) the purchase, repurchase or other acquisition of Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or scheduled maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or (iv) make any Restricted Payment Investment, (all such payments and other actions set forth in these clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of any such Restricted Payment: (1v) no Default or Event of Default shall have has occurred and be is continuing at the time or would occur as a consequence of or immediately after giving effect to such Restricted Payment; (2vi) immediately the Parent would, at the time of such Restricted Payment and after giving pro forma effect to thereto as if such Restricted PaymentPayment had been made at the beginning of the applicable four-quarter period, the Parent could have been permitted to incur at least $US$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio Exceptiontest set forth in Section 4.09(a); and (3vii) the amount of such Restricted Payment, when added to together with the aggregate amount of all other Restricted Payments made after November 8, 2012 by the Parent and its Restricted Subsidiaries since the Issue Date (other than excluding Restricted Payments made pursuant to Section 4.04(b) permitted by clauses (2ii), (3iii), (4iv), (5vi), (6), or vii) and (7xi) of Section 4.07(b)), does not exceed is less than the sum (the “Restricted Payments Basket”) of (sum, without duplication):, of: (A) 50% of the Consolidated Net Income of the Parent for the period (taken as one accounting period) from October 1June 29, 2012 2009 to and including the last day end of the Parent’s most recently ended fiscal quarter ended immediately prior to the date of such calculation for which consolidated internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income shall be for such period is a deficit, minus less 100% of such aggregate deficit), ; plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) since the Issue Date as contributions a contribution to the its common equity capital or from the issue or sale of Equity Interests of the Parent after November 8, 2012 (other than Disqualified Stock) or (y) from the issuance and issue or sale of Qualified convertible or exchangeable Disqualified Stock of the Parent or convertible or exchangeable debt securities of the Parent, in each case that have been converted into or exchanged for Equity Interests after November 8, 2012, of the Parent (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Parent); plus (C) to the extent that any Restricted Investment that was made after the Issue Date is (a) sold or otherwise cancelled, liquidated or repaid, or (b) made in an entity that subsequently becomes a Restricted Subsidiary, 100% of the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed net cash proceeds received by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8non-cash consideration, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the property received by the Parent or Restricted Subsidiary or the Parent’s proportionate interest Restricted Investment as of the date such entity becomes a Restricted Subsidiary; plus (D) to the extent that any Unrestricted Subsidiary of the Parent designated as such after the Issue Date is redesignated as a Restricted Subsidiary after the Issue Date, the Fair Market Value of the property received by the Parent or Restricted Subsidiary or the Parent’s Restricted Investment in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount as of the Parent’s Investments in date of such Subsidiary redesignation to the extent such Investments investments reduced the amount available for subsequent Restricted Payments restricted payments capacity under this Section 4.04(a)(Eclause (vii) and were not previously repaid or otherwise reduced, ; plus (FE) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee dividends or distributions received by the Parent or any a Restricted Subsidiary incurred after November 8the Issue Date from an Unrestricted Subsidiary, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when madedividends or distributions were not otherwise included in the Consolidated Net Income of the Parent for such period. (b) The provisions of Section 4.04(a4.07(a) shall will not prohibit: (1i) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution the consummation of any redemption within 60 days after the date of declaration thereofof the dividend or giving of the redemption notice, as the case may be, if on at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture; (2ii) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to a Subsidiary of the Parent) of, Equity Interests of the Parent (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Parent; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from Section 4.07(a)(vii)(B) and will not be considered to be net cash proceeds from an Equity Offering for purposes of its SubsidiariesSection 3.07(a); (3iii) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent Parent, or any Restricted Subsidiary in exchange for, that is contractually subordinated to the Notes or out to any Note Guarantee with the net cash proceeds from an incurrence of the proceeds of the substantially concurrent incurrence of, Permitted Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this IndentureIndebtedness; (4iv) the repurchase, redemption, defeasance redemption or other acquisition or retirement for value of any Equity Interests of the Parent or any Restricted Subsidiary held by officers, directors or employees any current or former officersofficer, directors director, employee or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination consultant of employment or service the Parent or any other repurchase event set forth in a written of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, restricted stock grant, shareholders’ agreement between Parent and such individual evidencing such Equity Interest as of the Issue Dateor similar agreement; provided that the aggregate cash consideration price paid for all such redemptions shall repurchased, redeemed, acquired or retired Equity Interests may not exceed $4,000,000 during US$5.0 million in any calendar yearyear (with unused amounts in any calendar year being carried over to the next succeeding two years); and provided, further, that such amount in any calendar year period may be increased by an amount not to exceed the cash proceeds from the sale of Equity Interests of the Parent or a Restricted Subsidiary received by the Parent or a Restricted Subsidiary during such calendar year period, in each case to members of management, directors or consultants of the Parent, any of its Restricted Subsidiaries or any of its direct or indirect parent companies to the extent the cash proceeds from the sale of Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant to Section 4.07(a)(vii)(B) or 4.07(b)(ii); (5v) repurchases the repurchase of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if to the extent such Equity Interests represents represent a portion of the exercise price thereofof those stock options; (6vi) the repurchase declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Parent or any preferred stock of any Restricted Subsidiary issued on or after the Issue Date in accordance with Section 4.09; (vii) payments of cash, dividends, distributions, advances or other Restricted Payments by the Parent or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (1) the exercise of options or warrants or (2) the conversion or exchange of Capital Stock of any such Person; (viii) advances or loans to any future, present or former officer, director, employee or consultant of the Parent or a Restricted Subsidiary to pay for the purchase or other acquisition for value of Capital Stock of the Parent or a Restricted Subsidiary, or any obligation under a forward sale agreement, deferred purchase agreement or deferred payment arrangement pursuant to any management equity plan or stock option plan or any other management or employee benefit or incentive plan or other agreement or arrangement, provided that the total aggregate amount of Restricted Payments made under this clause (viii) does not exceed US$5.0 million in any calendar year and US$15.0 million in the aggregate since the Issue Date; (ix) advances or loans to any management equity plan or stock option plan or any other management or employee benefit or incentive plan or unit trust or the trustees of any such plan or trust, provided that the total aggregate amount of Restricted Payments made under this clause (ix) does not exceed US$6.0 million in any calendar year; (x) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of its Equity Interests upon vesting (other than the Parent or any Restricted Subsidiary) on no more than a pro rata basis; (xi) payment of restricted stockany Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing; (xii) the repurchase, restricted stock units, performance share units redemption or similar equity incentives other acquisition or retirement for value of any Equity Interests of the Parent or any South African Restricted Subsidiary pursuant to satisfy tax withholding or similar tax obligations transactions in connection with respect theretothe BBBEE Act; or (7xiii) so long as no Default or Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant amount not to this Section 4.04(b)(7exceed US$37.5 million since the Issue Date. (c) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a such Restricted Subsidiary of the ParentSubsidiary, as the case may be, pursuant to the Restricted Payment. Unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness by virtue of its nature as unsecured Indebtedness.

Limitations on Restricted Payments. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessunless at the time of such Restricted Payment: (1) no Default or Event of Default shall have occurred and be continuing at the time of or immediately shall occur as a consequence thereof; and (2) after giving effect to such Restricted Payment; (2) immediately after giving effect to such Restricted Payment, incurrence and the Parent could incur at least $1.00 application of additional Indebtedness pursuant to proceeds therefrom the Ratio Exception; and (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), does not exceed the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall Leverage Test would be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) from the issuance and sale of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) satisfied. The foregoing provisions of Section 4.04(a) shall will not prohibit: (1) the payment by the Parent Issuer or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) the making redemption of any Equity Interests of the Issuer or any Restricted Payment Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than provided that any transfers of the Equity Interests of the Issuer will be subject to the provisions of the Parent or any of its SubsidiariesPledge Agreement); (3) the repurchase, redemption, defeasance or other acquisition or retirement for value redemption of Subordinated Indebtedness of the Parent Issuer or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (provided that any transfers of the Equity Interests of the Issuer will be subject to the provisions of the Parent Pledge Agreement), (b) in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 4.06 and the other terms of this IndentureIndenture or (c) upon a Change of Control or in connection with a sale of assets to the extent required by the agreement governing such Subordinated Indebtedness but only if the Issuer shall have complied with Section 4.20 and purchased all Notes validly tendered pursuant to the relevant offer prior to redeeming such Subordinated Indebtedness; (4) (x) prior to the repurchaseconsummation of an initial public offering, redemptionpayments to permit Parent, defeasance and which are used by Parent or other acquisition or retirement for value (y) after the consummation of an initial public offering, payments used by the Issuer, to redeem Equity Interests of Parent or the Parent Issuer, as the case may be, held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Dateservice; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 25.0 million during any calendar yeartwelve consecutive months; (5) payments permitted pursuant to clause (3) of Section 4.09; (6) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents represent a portion of the exercise price thereof; (67) [Reserved]; (8) payments by the repurchase Issuer to Parent or its subsidiaries to the extent necessary to pay principal and interest when due in respect of Equity Interests upon vesting Indebtedness of restricted stockParent and its subsidiaries; (9) Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for directors, restricted stock unitsmanagement, performance share units employees or similar equity incentives to satisfy tax withholding or similar tax obligations with respect theretoconsultants of the Issuer and its Subsidiaries; or (710) other Restricted Payments in an aggregate amount, when taken together with all amount from and after the Issue Date not to exceed $50.0 million; provided that in the case of any Restricted Payments made Payment pursuant to this Section 4.04(b)(7) and then outstandingclause (3), does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) (8) or (310) above, no Default shall increase the have occurred and be continuing or occur as a consequence thereof. For purposes of this covenant, if a particular Restricted Payments BasketPayment involves a non-cash payment, except including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the extent the proceeds thereof exceed the amounts used cash portion of such Restricted Payment, if any, plus an amount equal to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment non-cash portion of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the such Restricted Payment.

Limitations on Restricted Payments. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, : (i) declare or pay any dividend or make any distribution on account of the Company's or any of its Subsidiaries' Equity Interests (other than (w) Physician Joint Venture Distributions, (x) dividends or distributions payable in Qualified Equity Interests of the Company, (y) dividends or distributions payable to the Company or any Subsidiary of the Company and (z) dividends or distributions by any Subsidiary of the Company payable to all holders of a class of Equity Interests of such Subsidiary on a PRO RATA basis); (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company; or (iii) make any principal payment on, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Securities, except at the original final maturity date thereof or pursuant to a Specified Exchange or the Refinancing (all such payments and other actions set forth in clauses (i) through (iii) above being collectively referred to as "RESTRICTED PAYMENTS"), unless, at the time of and after giving effect to such Restricted Payment unless:(the amount of any such Restricted Payment, if other than cash, shall be the fair market value (as conclusively evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee within 60 days prior to the date of such Restricted Payment) of the asset(s) proposed to be transferred by the Company or such Subsidiary, as the case may be, pursuant to such Restricted Payment): (1a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (b) the Company would, at the time of or immediately such Restricted Payment and after giving PRO FORMA effect to thereto as if such Restricted Payment; (2) Payment had been made at the beginning of the most recently ended four full fiscal quarter period for which internal financial statements are available immediately after giving effect to preceding the date of such Restricted Payment, the Parent could have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio Exceptiontest set forth in the first paragraph of Section 3.09 hereof; and (3c) the amount of such Restricted Payment, when added to together with the aggregate amount of all other Restricted Payments made by the Company and its Subsidiaries after November 8March 1, 2012 1995 (other than excluding Restricted Payments made pursuant to Section 4.04(b) permitted by clauses (2ii), (3iii), (4iv) and (v) of the next succeeding paragraph), (5), (6), or (7)), does not exceed is less than the sum (the “Restricted Payments Basket”) of (without duplication): (A1) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from October the beginning of the first fiscal quarter commencing after March 1, 2012 1995 to and including the last day end of the Company's most recently ended fiscal quarter ended immediately prior to the date of such calculation for which consolidated internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income shall be for such period is a deficit, minus less 100% of such aggregate deficit), plus PLUS (B2) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either Company from the issue or sale (x) as contributions other than to the common equity a Subsidiary of the Parent after November 8Company) since March 1, 2012 or (y) from the issuance and sale 1995 of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent Company or of debt securities of the Company or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion of its Subsidiaries that have been converted into or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into exchanged for such Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition Company, PLUS (3) $20.0 million. If no Default or repayment Event of Default has occurred and is continuing or return on any Investment that was treated would occur as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiaryconsequence thereof, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The foregoing provisions of Section 4.04(a) shall not prohibit: (1i) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the at said date of declaration the such payment would have complied with the provisions of this Indenturehereof; (2ii) the making payment of cash dividends on any Restricted Payment series of Disqualified Stock issued after the date hereof in exchange for, or out an aggregate amount not to exceed the cash received by the Company since the date hereof upon issuance of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries)such Disqualified Stock; (3iii) the redemption, repurchase, redemption, defeasance retirement or other acquisition or retirement for value of Subordinated Indebtedness any Equity Interests of the Parent Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of of, the substantially concurrent incurrence ofsale (other than to a Subsidiary of the Company) of Qualified Equity Interests of the Company; PROVIDED that the amount of any such net cash proceeds that are utilized for any such redemption, Refinancing Indebtedness permitted to repurchase, retirement or other acquisition shall be incurred under Section 4.03 and excluded from clause (c)(2) of the other terms of this Indenturepreceding paragraph; (4iv) the defeasance, redemption or repurchase of subordinated Indebtedness with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness or in exchange for or out of the net cash proceeds from the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Equity Interests of the Company; PROVIDED that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clause (c)(2) of the preceding paragraph; (v) the repurchase, redemption, defeasance redemption or other acquisition or retirement for value of any Equity Interests of the Parent Company or any Subsidiary of the Company held by officers, directors or employees or former officers, directors or employees any member of the Company's (or their transferees, estates any of its Subsidiaries') management pursuant to any management equity subscription agreement or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Datestock option agreement; provided PROVIDED that the aggregate cash consideration price paid for all such redemptions repurchased, redeemed, acquired or retired Equity Interests shall not exceed $4,000,000 during 15.0 million in any calendar year;twelve-month period; and (5vi) repurchases the making and consummation of Equity Interests deemed to occur upon (A) a senior subordinated asset sale offer in accordance with the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion provisions of the exercise price thereof; indenture relating to the 2005 Senior Subordinated Notes or (6B) the repurchase a Change of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations Control Offer with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent Senior Subordinated Notes in accordance with the proceeds thereof exceed provisions of the amounts used Senior Subordinated Notes Indenture or change of control offer with respect to effect the transactions described therein2005 Senior Subordinated Notes or the 2005 Exchangeable Subordinated Notes in accordance with the provisions of the indentures relating thereto. The amount of all Restricted Payments (other Not later than cash) will be the Fair Market Value on the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment of is permitted and setting forth the asset(s) or securities proposed to be transferred or issued basis upon which the calculations required by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Paymentthis covenant were computed.

Limitations on Restricted Payments. (a) The Parent shall not, and shall not permit any Restricted Subsidiary (including the Issuer) to, directly or indirectly, make any Restricted Payment unlessif at the time of such Restricted Payment: (1) no Default or Event of a Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Paymentshall occur as a consequence thereof; (2) immediately after giving effect to such Restricted Payment, the Parent could cannot incur at least $1.00 of additional Indebtedness pursuant to the Ratio ExceptionIncurrence Leverage Ratio; andor (3) the amount of such Restricted Payment, (the amount so expended, if other than in cash, to be determined in good faith by the Board of Directors) when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 the Initial Issue Date (other than Restricted Payments made pursuant to Section 4.04(b) clauses (2), (3), (4), (57) or (8) of the next paragraph), (6), or (7)), does not exceed exceeds the sum (the “Restricted Payments Basket”) of (without duplication): (Aa) 50% of Consolidated Net Income of the Parent and its Restricted Subsidiaries (including the Issuer) for the period (taken as one accounting period) from October 1, 2012 commencing on the first day of the fiscal quarter in which the Initial Issue Date occurs to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are internally available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (Bb) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 the Initial Issue Date or (y) from the issuance and sale of Qualified Equity Interests after November 8the Initial Issue Date, 2012other than (A) any such proceeds which are used to redeem Notes in accordance with Section 6(b) of the Notes or (B) any such proceeds or assets received from a Subsidiary, plus (Cc) the aggregate amount by which Indebtedness of incurred by the Parent or any Restricted Subsidiary (including the Issuer) subsequent to the Initial Issue Date is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests of the Parent (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary to a Person other than the Parent or a Restricted Subsidiary upon such conversion or exchange), plus (Dd) in the case of the disposition or repayment of or liquidated return on any Investment that was treated as a Restricted Payment made after November 8, 2012the Initial Issue Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) 100% of the aggregate amount received by the Parent or any Restricted Subsidiary (including the Issuer) in cash or other property (valued at the Fair Market Value thereof) as the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (Ee) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments prior to such Redesignation had reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) Basket and were not previously repaid or otherwise reduced. The foregoing provisions, plus (F) 100% of the principal amount ofwhich shall be given independent effect in whole or in part, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(a) shall not prohibit: (1) the payment by the Parent or any Restricted Subsidiary (including the Issuer) of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) the making redemption of any Equity Interests of the Parent or any Restricted Payment Subsidiary (including the Issuer) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than or of a substantially concurrent capital contribution to the Parent or Parent; provided that any proceeds from the issuance and sale of its Subsidiaries)such Qualified Equity Interests shall be excluded from the calculation of the Restricted Payments Basket; (3) the repurchase, redemption, defeasance or other acquisition or retirement for value redemption of Subordinated Indebtedness of the Parent or any Restricted Subsidiary (including the Issuer) (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests, (b) in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 4.06 and the other terms of this IndentureIndenture or (c) upon a Change of Control or in connection with an Asset Sale to the extent required by the agreement governing such Subordinated Indebtedness, but only if the Issuer shall have complied with Section 4.09 and Section 4.19 and purchased all Notes validly tendered pursuant to the relevant offer prior to redeeming such Subordinated Indebtedness; provided that any proceeds from the issuance and sale of such Qualified Equity Interests shall be excluded from the calculation of the Restricted Payments Basket; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation options, warrants and other similar rights to acquire Equity Interests if the Equity Interests represents represent a portion of the exercise price thereof, or payments made pursuant to the “Buy-In” provisions of the warrants (or any successor warrants thereto) issued on the Initial Issuance Date; (65) the repurchase of Equity Interests upon vesting of restricted stockthe Parent (including options, restricted stock unitswarrants or other rights to acquire such Equity Interests) from employees, performance share units former employees, directors, former directors, officers, former officers, consultants or similar equity incentives former consultants of the Parent or any of its Subsidiaries (or Heirs or other permitted transferees of any of the foregoing), pursuant to satisfy tax withholding the terms of the agreements (including employment agreements) or similar tax obligations plans (or amendments thereto) approved by the Board of Directors of the Parent (or such direct or indirect parent) under which such individuals purchase or sell or are granted the option to purchase or sell, such Equity Interests in an aggregate amount that shall not exceed $2.5 million in any calendar year, with unused amounts being carried forward to the next calendar year, plus the aggregate cash proceeds from any payments on insurance policies in which the Parent or any of its Subsidiaries is the beneficiary with respect theretoto any directors, officers or employees of the Parent and its Subsidiaries which proceeds are used to purchase the Equity Interests of the Parent or any Restricted Subsidiary (including the Issuer) held by any of such directors, officers or employees; or (76) Restricted Payments in an amount such that the sum of the aggregate amount, when taken together with all amount of Restricted Payments made pursuant to this Section 4.04(b)(7clause (6) and then outstanding, after the Initial Issue Date does not exceed $20,000,00010.0 million; (7) the declaration and payment of dividends to holders of any class or series of Disqualified Stock or of any Preferred Stock of a Restricted Subsidiary (including the Issuer) Incurred in accordance with Section 4.06; and (8) transactions pursuant to, in connection with, or contemplated by the Purchase Agreement. provided that no issuance and sale of Qualified Equity Interests used to make a payment pursuant to Section 4.04(b)(2clause (2) or (33)(a) above shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment.

Limitations on Restricted Payments. (a) The Parent shall Issuer and the Co-Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless, at the time of and after giving effect to such Restricted Payment: (1) no Default or Event of Default shall have occurred and be continuing at the time or would occur as a consequence of or immediately after giving effect to such Restricted Payment; (2) immediately the Issuer would, at the time of such Restricted Payment and after giving pro forma effect to thereto as if such Restricted PaymentPayment had been made at the beginning of the applicable Four-Quarter Period, the Parent could have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; andor (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made by the Issuer, the Co-Issuer and the Restricted Subsidiaries after November 8, 2012 the Issue Date (other than Restricted Payments made pursuant to clauses Section 4.04(b) (24.11(b)(2), (3Section 4.11(b)(3), (4Section 4.11(b)(4), (5Section 4.11(b)(5), (6Section 4.11(b)(6), Section 4.11(b)(8), or (7Section 4.11(b)(9)), does not exceed is less than the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income of the Issuer for the period (taken as one accounting period) from October 1, 2012 commencing on the first day of the first full fiscal quarter commencing after the Issue Date to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or and the Fair Market Value (fair market value, as determined in good faith by the Board of Directors of Parent) the Issuer, of any assets to be used in a Permitted Business property and marketable securities, received by the Parent Issuer either (x) as contributions to the common equity of the Parent Issuer after November 8the Issue Date (other than (i) by a Restricted Subsidiary, 2012 (ii) any Disqualified Equity Interests, (iii) Designated Preferred Stock and (iv) cash proceeds applied to Restricted Payments made in accordance with Section 4.11(b)(4)) or (y) from the issuance and sale of Qualified Equity Interests after November 8the Issue Date, 2012in each case, other than any such proceeds which are used (x) to redeem Notes in accordance with Section 6 of the Notes or (y) to make Restricted Payments in reliance on Section 4.11(b)(3) or Section 4.11(b)(4), plus (C) the aggregate amount by which Indebtedness (other than any Subordinated Indebtedness) of the Parent Issuer, the Co-Issuer or any Restricted Subsidiary is reduced on the ParentIssuer’s balance sheet upon the conversion or exchange subsequent to the Issue Date (other than by a Subsidiary of the ParentIssuer) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent Issuer, the Co-Issuer or any Restricted Subsidiary upon such conversion or exchange), plus (D) without duplication of any amounts included in Section 4.11(b)(4), (x) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012the Issue Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the aggregate amount received in cash and the fair market value, as determined by the Board of Directors of the Issuer in good faith, of property and marketable securities received after the Issue Date and representing the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxestaxes or (y) the sale (other than to the Issuer, the Co-Issuer or a Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the ParentIssuer’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the ParentIssuer’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) Basket and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The foregoing provisions of Section 4.04(a) shall will not prohibit: (1) the payment by the Parent Issuer, the Co-Issuer or any Restricted Subsidiary of any dividend or similar other distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) the making redemption, repurchase, retirement or other acquisition of any Equity Interests of the Issuer, the Co-Issuer or any Restricted Payment Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests; (3) the redemption, repurchase, retirement or other acquisition of Subordinated Indebtedness of the Issuer, the Co-Issuer or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests or (other than to the Parent or any of its Subsidiaries); (3b) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 4.10 and the other terms of this Indenture; provided, that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will not be considered to be net proceeds of Qualified Equity Interests for purposes of Section 4.11(a)(3)(B) and will not be considered to be net cash proceeds from a Qualified Equity Offering for purposes of the provisions described under Section 6 of the Notes; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of payments to redeem Equity Interests of the Parent Issuer, held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates)) thereof, upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service pursuant to any employee benefit plan or agreement or awarded to an employee to pay for the taxes payable by such employee upon such grant or award or the vesting thereof; provided, that the aggregate amount of Restricted Payments under this clause (4) shall not exceed (A) $2.0 million during any calendar year plus (B) the amount of any net cash proceeds received by or contributed to the Issuer from the issuance and sale since the Issue Date of Qualified Equity Interests of the Issuer to its officers, directors or employees that have not been applied to the payment of Restricted Payments pursuant to the terms of clause 3(b) of the preceding paragraph or this clause (4), plus (C) the net cash proceeds of any “key-man” life insurance policies that have not been applied to Restricted Payments pursuant to this clause (4), less (D) the amount of any Restricted Payments previously made from cash proceeds received pursuant to clauses (B) and (C) of this clause (4); provided, further, that the cancellation of Indebtedness owing to the Issuer, the Co-Issuer or any other Restricted Subsidiary in connection with the repurchase event set forth of Qualified Equity Interests will not be deemed to constitute a Restricted Payment; (5) (a) the declaration and payment of regularly scheduled or accrued dividends to holders of the Series A Preferred Stock to the extent such dividends are included in a written agreement between Parent the definition of Consolidated Interest Expense, (b) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Equity Interests of the Issuer, the Co-Issuer or any Restricted Subsidiary outstanding on the Issue Date or issued on or after the Issue Date in accordance with the Coverage Ratio Exception described under Section 4.10 to the extent such individual evidencing such Equity dividends are included in the definition of Consolidated Interest Expense and (c) the declaration and payment of accrued and unpaid dividends to holders of the Series A Preferred Stock outstanding as of the Issue Date; provided that Date with the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar yearproceeds from the sale of the Initial Notes; (56) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Equity Interests) issued by the Issuer after the Issue Date in accordance with the Coverage Ratio Exception described under Section 4.10 to the extent such dividends are included in the definition of Consolidated Interest Expense; provided, however, that (A) for the most recently ended four full fiscal quarters for which consolidated financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions thereon) on a pro forma basis, the Issuer would have had a Fixed Charge Coverage Ratio of at least 2.0 to 1.0 and (B) the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash proceeds actually received by the Issuer from any such sale of Designated Preferred Stock (other than Disqualified Equity Interests) issued after the Issue Date; (7) repurchases of Equity Interests deemed to occur upon the exercise or conversion of stock options or stock appreciation rights other Equity Interests, if the such repurchased or converted Equity Interests represents represent a portion of the exercise price thereof; (68) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions in documentation governing such Subordinated Indebtedness similar to those described under Section 4.09, Section 4.13, Section 4.14 and Section 4.27; provided, that prior to such repurchase, redemption or another acquisition, the Issuer and the Co-Issuer (or a third party to the extent permitted by this Indenture) shall have made any required Change of Control Offer, Net Proceeds Offer or Loss Proceeds Offer, as the repurchase of Equity Interests upon vesting of restricted stockcase may be, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect theretoto the Notes and shall have repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control Offer, Net Proceeds Offer or Loss Proceeds Offer; or (79) additional Restricted Payments of $10.0 million; provided, that (a) in an aggregate amount, when taken together with all the case of any Restricted Payments made Payment pursuant to clause (3), (4), (5)(b), (6), (8) or (9) of this Section 4.04(b)(74.11(b), no Default shall have occurred and be continuing or occur as a consequence thereof and (b) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests used to make a payment pursuant to Section 4.04(b)(2clause (2), (3) or (34) of this Section 4.11(b) shall increase the Restricted Payments Basket, except to . In the extent event that a Restricted Payment meets the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount criteria of all Restricted Payments (other more than cash) will be the Fair Market Value on the date one of the exceptions described in (1) through (9) of this Section 4.11(b) or is entitled to be made pursuant to Section 4.11(a), the Issuer shall, in its sole discretion, classify or reclassify such Restricted Payment of the asset(s) into one or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Paymentmore exceptions.

Limitations on Restricted Payments. (a) The Parent shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Parent’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Parent or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Parent’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as holders (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Parent or any of its Restricted Subsidiaries and other than dividends or distributions payable to the Parent or a Restricted Subsidiary); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Parent) any Equity Interests of the Parent or any direct or indirect parent entity of the Parent; (iii) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Parent, the Issuer or any Guarantor that is expressly contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Parent and any of its Restricted Subsidiaries), except (1) a payment of principal at the Stated Maturity thereof or (2) the purchase, repurchase or other acquisition of Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or scheduled maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or (iv) make any Restricted Payment Investment, (all such payments and other actions set forth in these clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of any such Restricted Payment: (1v) no Default or Event of Default shall have has occurred and be is continuing at the time or would occur as a consequence of or immediately after giving effect to such Restricted Payment; (2vi) immediately the Parent would, at the time of such Restricted Payment and after giving pro forma effect to thereto as if such Restricted PaymentPayment had been made at the beginning of the applicable four-quarter period, the Parent could have been permitted to incur at least $US$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio Exceptiontest set forth in Section 4.09(a); and (3vii) the amount of such Restricted Payment, when added to together with the aggregate amount of all other Restricted Payments made after November 8, 2012 by the Parent and its Restricted Subsidiaries since the 2014 Notes Issue Date (other than and not returned or rescinded) (excluding Restricted Payments made pursuant to Section 4.04(b) permitted by clauses (2ii), (3iii), (4iv), (5vi), (6vii), or (7xi) and (xiv) of Section 4.07(b)), does not exceed is less than the sum (the “Restricted Payments Basket”) of (sum, without duplication):, of: (A) 50% of the Consolidated Net Income of the Parent for the period (taken as one accounting period) from October 1June 29, 2012 2009 to and including the last day end of the Parent’s most recently ended fiscal quarter ended immediately prior to the date of such calculation for which consolidated internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income shall be for such period is a deficit, minus less 100% of such aggregate deficit), ; plus (B) 100% of the aggregate net cash proceeds or and the Fair Market Value (as determined by the Board of Directors of Parent) of any property or assets to be used in a Permitted Business received by the Parent either (x) since the 2014 Notes Issue Date as contributions a contribution to the its common equity capital or from the issue or sale of Equity Interests of the Parent after November 8, 2012 (other than Disqualified Stock) or (y) from the issuance and issue or sale of Qualified convertible or exchangeable Disqualified Stock of the Parent or convertible or exchangeable debt securities of the Parent, in each case that have been converted into or exchanged for Equity Interests after November 8, 2012, of the Parent (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Parent); plus (C) to the extent that any Restricted Investment that was made after the 2014 Notes Issue Date was or is, as the case may be, (a) sold or otherwise cancelled, liquidated or repaid, or (b) made in an entity that subsequently became or becomes, as the case may be, a Restricted Subsidiary, 100% of the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed net cash proceeds received by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8non-cash consideration, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the property or assets received by the Parent or Restricted Subsidiary or the Parent’s proportionate interest Restricted Investment as of the date such entity became or becomes, as the case may be, a Restricted Subsidiary or such Restricted Investment is sold or otherwise cancelled, liquidated or repaid; plus (D) to the extent that any Unrestricted Subsidiary of the Parent designated as such after the Issue Date is redesignated as a Restricted Subsidiary after the Issue Date, the Fair Market Value of the property or assets received by the Parent or Restricted Subsidiary or the Parent’s Restricted Investment in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount as of the Parent’s Investments in date of such Subsidiary redesignation to the extent such Investments investments reduced the amount available for subsequent Restricted Payments capacity under this Section 4.04(a)(Eclause (vii) and were not previously repaid or otherwise reduced, ; plus (FE) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee dividends or distributions received by the Parent or any a Restricted Subsidiary incurred after November 8the 2014 Notes Issue Date from an Unrestricted Subsidiary, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when madedividends or distributions were not otherwise included in the Consolidated Net Income of the Parent for such period. (b) The provisions of Section 4.04(a4.07(a) shall will not prohibit: (1i) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution the consummation of any redemption within 60 days after the date of declaration thereofof the dividend or giving of the redemption notice, as the case may be, if on at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture; (2ii) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to a Subsidiary of the Parent) of, Equity Interests of the Parent (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Parent; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from Section 4.07(a)(vii)(B) and will not be considered to be net cash proceeds from an Equity Offering for purposes of its SubsidiariesSection 3.07(a); (3iii) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, that is contractually subordinated to the Notes or out to any Note Guarantee with the net cash proceeds from an incurrence of the proceeds of the substantially concurrent incurrence of, Permitted Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this IndentureIndebtedness; (4iv) the repurchase, redemption, defeasance redemption or other acquisition or retirement for value of any Equity Interests of the Parent or any Restricted Subsidiary held by officers, directors or employees any current or former officersofficer, directors director, employee or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination consultant of employment or service the Parent or any other repurchase event set forth in a written of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, restricted stock grant, shareholders’ agreement between Parent and such individual evidencing such Equity Interest as of the Issue Dateor similar agreement; provided that the aggregate cash consideration price paid for all such redemptions shall repurchased, redeemed, acquired or retired Equity Interests may not exceed $4,000,000 during US$5.0 million in any calendar yearyear (with unused amounts in any calendar year being carried over to the next succeeding two years); and provided, further, that such amount in any calendar year period may be increased by an amount not to exceed the cash proceeds from the sale of Equity Interests of the Parent or a Restricted Subsidiary received by the Parent or a Restricted Subsidiary during such calendar year period, in each case to members of management, directors or consultants of the Parent, any of its Restricted Subsidiaries or any of its direct or indirect parent companies to the extent the cash proceeds from the sale of Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant to Section 4.07(a)(vii)(B) or 4.07(b)(ii); (5v) repurchases the repurchase of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if to the extent such Equity Interests represents represent a portion of the exercise price thereofof those stock options; (6vi) the repurchase declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Parent or any preferred stock of any Restricted Subsidiary issued on or after the Issue Date in accordance with Section 4.09; (vii) payments of cash, dividends, distributions, advances or other Restricted Payments by the Parent or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (1) the exercise of options or warrants or (2) the conversion or exchange of Capital Stock of any such Person; (viii) advances or loans to any future, present or former officer, director, employee or consultant of the Parent or a Restricted Subsidiary to pay for the purchase or other acquisition for value of Capital Stock of the Parent or a Restricted Subsidiary, or any obligation under a forward sale agreement, deferred purchase agreement or deferred payment arrangement pursuant to any management equity plan or stock option plan or any other management or employee benefit or incentive plan or other agreement or arrangement, provided that the total aggregate amount of Restricted Payments made under this clause (viii) does not exceed US$5.0 million in any calendar year and US$25.0 million in the aggregate since the Issue Date; (ix) advances or loans to any management equity plan or stock option plan or any other management or employee benefit or incentive plan or unit trust or the trustees of any such plan or trust, provided that the total aggregate amount of Restricted Payments made under this clause (ix) does not exceed US$6.0 million in any calendar year; (x) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of its Equity Interests upon vesting (other than the Parent or any Restricted Subsidiary) on no more than a pro rata basis; (xi) payment of restricted stockany Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing; (xii) the repurchase, restricted stock unitsredemption or other acquisition or retirement for value of any Equity Interests of the Parent or any South African Restricted Subsidiary pursuant to transactions in connection with the BBBEE Act; (xiii) so long as no Default or Event of Default has occurred and is continuing, performance share units the declaration or similar equity incentives payment by the Parent of dividends or the making of any other payments or distributions on account of the Parent’s Equity Interests, in an amount per annum not to satisfy tax withholding exceed 6% of the Parent’s Market Capitalization, provided that on a pro forma basis after giving effect to such dividends, payments or similar tax obligations with respect theretodistributions the Consolidated Leverage Ratio does not exceed 4.0 to 1.0; or (7xiv) so long as no Default or Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant amount not to this Section 4.04(b)(7exceed US$50.0 million since the Issue Date. (c) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a such Restricted Subsidiary of the ParentSubsidiary, as the case may be, pursuant to the Restricted Payment. Unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness by virtue of its nature as unsecured Indebtedness, and no Indebtedness will be deemed to be subordinate or junior to any other Indebtedness solely by virtue of being secured with different collateral or by virtue of being secured on a junior priority basis or by virtue of the application of waterfall or other payment ordering provisions affecting different tranches of Indebtedness under Credit Facilities.

Limitations on Restricted Payments. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless:if at the time of such Restricted Payment (1) no Default or Event of a Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Paymentshall occur as a consequence thereof; (2) immediately after giving effect the Issuer is not able to such Restricted Payment, the Parent could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the Coverage Ratio Exception; andor (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 the Prior Issue Date (other than Restricted Payments made pursuant to Section 4.04(b) clauses (1)(b), (2), (3), (4), (5) or (9) of clause (b) of this Section 4.11), (6), or (7)), does not exceed exceeds the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October commencing on January 1, 2012 2011 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of (A) (i) the aggregate net cash proceeds or and (ii) the Fair Market Value of (as determined by x) marketable securities (other than marketable securities of the Board Issuer), (y) Equity Interests of Directors a Person (other than the Issuer or an Affiliate of Parentthe Issuer) of any assets to be used engaged in a Permitted Business and (z) other assets used in any Permitted Business, in the case of clauses (i) and (ii), received by the Parent either (x) Issuer since the Prior Issue Date as contributions a contribution to the its common equity of the Parent after November 8, 2012 capital or (y) from the issuance and issue or sale of Qualified Equity Interests after November 8of the Issuer or from the issue or sale of convertible or exchangeable Disqualified Equity Interests or convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Qualified Equity Interests (other than Equity Interests or debt securities sold to a Subsidiary of the Issuer), 2012and (B) the aggregate net cash proceeds, if any, received by the Issuer or any of its Restricted Subsidiaries upon any conversion or exchange described in clause (A) above, plus (C) 100% of (A) the aggregate amount by which Indebtedness (other than any Subordinated Indebtedness) of the Parent Issuer or any Restricted Subsidiary is reduced on the ParentIssuer’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary after the Issue Prior Date of the Parent) of any such Indebtedness issued subsequent to November 8, 2012 into or for Qualified Equity Interests of the Issuer and (less B) the amount of any cashaggregate net cash proceeds, or the fair value of assetsif any, distributed received by the Parent Issuer or any of its Restricted Subsidiary Subsidiaries upon such any conversion or exchange)exchange described in clause (A) above, plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012the Prior Issue Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to 100% of the lesser of aggregate amount received by the Issuer or any Restricted Subsidiary in cash or other property (ivalued at the Fair Market Value thereof) as the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the ParentIssuer’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(a) shall not prohibit: (1) Notwithstanding the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereofforegoing, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) the making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries); (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as clause (a) of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment.Section

Limitations on Restricted Payments. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessif at the time of such Restricted Payment: (1) no Default or Event of a Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Paymentshall occur as a consequence thereof; (2) immediately after giving effect to such Restricted Payment, the Parent could Issuer cannot incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; andor (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 the Issue Date (other than Restricted Payments made pursuant to Section 4.04(b) clauses (2) through (7), (38) (with respect to non-cash dividends only), (410) and (11) of Section 4.08(b), (5), (6), or (7)), does not exceed exceeds the sum (the “Restricted Payments Basket”) of (without duplication): (Ai) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 commencing on the first (1st) day of the first full fiscal quarter commencing after the Issue Date to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (Bii) 100% of the aggregate net proceeds, including cash proceeds or and the Fair Market Value (as determined by of the Board equity of Directors a Person or of Parent) of any assets to be used in or constituting a Permitted Business line of business, in each case which becomes or becomes owned by a Restricted Subsidiary, received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) Issuer from the issuance and sale of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(a) shall not prohibit: (1) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) the making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries); (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; , other than any such proceeds which are used to redeem Notes in accordance with Section 6 of the Notes, provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except Issuer delivers to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment.Trustee:

Limitations on Restricted Payments. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessif at the time of such Restricted Payment: (1) no Default or Event of a Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Paymentshall occur as a consequence thereof; (2) immediately after giving effect to such Restricted Payment, the Parent could Issuer cannot incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; andor (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8May 12, 2012 2009 (other than Restricted Payments made pursuant to Section 4.04(b) clauses (2) through (7), (38) (with respect to non-cash dividends only), (410), (511) and (12) of Section 4.08(b), (6), or (7)), does not exceed exceeds the sum (the “Restricted Payments Basket”) of (without duplication): (Ai) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1commencing on the first (1st) day of the first full fiscal quarter commencing after May 12, 2012 2009 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (Bii) 100% of the aggregate net proceeds, including cash proceeds or and the Fair Market Value (as determined by of the Board equity of Directors a Person or of Parent) of any assets to be used in or constituting a Permitted Business line of business, in each case which becomes or becomes owned by a Restricted Subsidiary, received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) Issuer from the issuance and sale of Qualified Equity Interests after November 8May 12, 20122009, plus (C) the aggregate amount by other than any such proceeds which Indebtedness are used to redeem Notes in accordance with Section 6 of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8Notes, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(a) shall not prohibit: (1) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) the making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries); (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except Issuer delivers to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment.Trustee:

Limitations on Restricted Payments. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessif at the time of such Restricted Payment: (1i) no Default or Event of a Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Paymentshall occur as a consequence thereof; (2ii) immediately after giving effect to such Restricted Payment, the Parent could Issuer cannot incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; andor (3iii) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 the Issue Date (other than Restricted Payments made pursuant to Section 4.04(b) clauses (2ii), (3iii), (4iv), (5v), (6vi), or (7)vii), does not exceed (viii), (ix), (x), (xi) and (xii) of Section 4.11(b) hereof), exceeds the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 commencing on the first day of the fiscal quarter in which the Issue Date occurs to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or and the Fair Market Value (as determined by the Board of Directors of Parent) of any non-cash assets to be used in a Permitted Business received by the Parent Issuer either (x) as contributions to the common equity of the Parent Issuer after November 8, 2012 the Issue Date or (y) from the issuance and sale of Qualified Equity Interests (other than Disqualified Equity Interests) or from the issue or sale of convertible or exchangeable Disqualified Equity Interests or debt securities to the extent converted into or exchanged for Equity Interests, in each case issued after November 8the Issue Date, 2012other than (1) any such proceeds which are used to redeem Notes in accordance with paragraph 5(c) of the Notes or (2) any such proceeds or assets received from a Subsidiary of the Issuer, plus (C) the aggregate amount by which Indebtedness of incurred by the Parent Issuer or any Restricted Subsidiary subsequent to the Issue Date is reduced on the ParentIssuer’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the ParentIssuer) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (other than Disqualified Equity Interests) (less the amount of any cash, or the fair value of assets, distributed by the Parent Issuer or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012the Issue Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of aggregate amount received by the Issuer or any Restricted Subsidiary in cash or other property (ivalued at the Fair Market Value thereof) as the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxesInvestment, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary with or into the Issuer or any Restricted Subsidiary, the lesser of (i) the Fair Market Value of the ParentIssuer’s proportionate interest in such Subsidiary immediately following such Redesignation, consolidation or merger, and (ii) the aggregate amount of the ParentIssuer’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) Basket and were not previously repaid or otherwise reduced, plus (F) 10050% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee cash dividends received by the Parent Issuer or any a Restricted Subsidiary incurred after November 8the Issue Date from an Unrestricted Subsidiary, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when madedividends were not otherwise included in Consolidated Net Income. (b) The foregoing provisions of Section 4.04(a) shall not prohibit: (1i) the payment by the Parent Issuer or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Supplemental Indenture; (2ii) the making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries)Interests; (3iii) other than pursuant to clause (viii) below, the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value redemption of Equity Interests of the Parent Issuer held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Dateservice; provided that the aggregate cash consideration paid for all such redemptions shall not exceed (A) $4,000,000 5.0 million during any calendar year (with unused amounts being available to be used in the following calendar year, but not in any succeeding calendar year) plus (B) the amount of any net cash proceeds received by or contributed to the Issuer from the issuance and sale after the Issue Date of Qualified Equity Interests of the Issuer to its officers, directors or employees that have not been applied to the payment of Restricted Payments pursuant to this clause (iii), plus (C) the net cash proceeds of any “key-man” life insurance policies that have not been applied to the payment of Restricted Payments pursuant to this clause (iii); (5iv) repurchases of Equity Interests that occur or are deemed to occur (A) upon the exercise of stock options options, warrants or stock appreciation similar rights if to the extent such Equity Interests represents a portion of the exercise price thereof; , (6B) the repurchase as a result of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives Interest being utilized to satisfy tax withholding obligations upon exercise of stock options or similar tax obligations vesting of other equity awards and (C) upon the cancellation or forfeiture of stock options, warrants or other equity awards; (v) Restricted Payments pursuant to the Transactions; (vi) Restricted Payments if after giving effect thereto the Issuer’s Net Leverage Ratio is not greater than 3.0 to 1.0; (vii) other Restricted Payments in an amount not to exceed $75.0 million; (viii) the purchase or retirement of Class B Common Stock of the Issuer from any Permitted Holder in an aggregate amount not to exceed $20.0 million in any twelve-month period; (ix) so long as no Event of Default has occurred and is continuing or would arise as a result thereof, the payment by the Issuer of any dividend to the holders of any class or series of its Equity Interests on a pro rata basis among the holders of such class or series of Equity Interests in an aggregate amount not to exceed $25.0 million in any twelve-month period; (x) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Equity Interests issued on or after the Issue Date in compliance with respect theretoSection 4.10 hereof; (xi) cash payments made in lieu of the issuance of fractional shares (whether in connection with the exercise of warrants, options or other securities convertible into or exchangeable into Equity Interests of the Issuer or otherwise); or (7xii) Restricted Payments the repurchase or redemption of common stock or Preferred Stock purchase rights issued in an aggregate amount, when taken together connection with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. any shareholder rights plans; provided that no proceeds from the issuance and sale of Qualified Equity Interests used to make a payment pursuant to Section 4.04(b)(2clause (ii) or (3iii)(B) above shall increase the Restricted Payments Basket. For purposes of determining compliance with this Section 4.11, except in the event that a payment or other action meets the criteria of more than one of the exceptions described in clauses (i) through (xii) above, or is entitled to be made pursuant to Section 4.11(a) hereof (including any payment or other action that constitutes a “Permitted Investment”), the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) Issuer will be the Fair Market Value permitted to classify such payment or other action on the date of the Restricted Payment its occurrence in any manner that complies with this Section 4.11 (including any payment or other action that constitutes a “Permitted Investment”). Payments or other actions permitted by this Section 4.11 need not be permitted solely by reference to one provision permitting such payment or other action (including any payment or other action that constitutes a “Permitted Investment”), but may be permitted in part by one such provision and in part by one or more other provisions of the asset(s) this Section 4.11 permitting payment or securities proposed to be transferred other action (including any payment or issued by the Parent or other action that constitutes a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment“Permitted Investment”).

Limitations on Restricted Payments. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessif at the time of such Restricted Payment: (1i) no Default or Event of A Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment;shall occur as a consequence thereof; or (2ii) immediately after giving effect to such Restricted Payment, the Parent could incur at least $1.00 of additional Indebtedness pursuant to the Ratio Exception; and (3) the The amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 the Issue Date (other than Restricted Payments made pursuant to Section 4.04(b) clause (2ii), (3iii), (4iv), (5v), (6vi), (viii), (ix) or (7x) of Section 6.09(b)), does not exceed exceeds the sum (the “Restricted Payments Basket”) of (without duplication): (A1) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 to and including the last day beginning of the first fiscal quarter ended immediately prior commencing after the Issue Date to the date end of such calculation the Issuer’s most recently ended fiscal quarter for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B2) Subject to Section 6.09(b)(ii), 100% of the aggregate net cash proceeds or received by the Issuer and 100% of the Fair Market Value (as determined by at the Board time of Directors receipt of Parent) of any assets to be used in a Permitted Business other than cash, if any, received by the Parent Issuer, either (x) as contributions to the common equity of the Parent Issuer after November 8, 2012 the Issue Date or (y) from the issuance and sale of Qualified Equity Interests after November 8the Issue Date, 2012other than (a) any such proceeds or assets received from a Subsidiary of the Issuer; (b) Excluded Contributions; or (c) Designated Preferred Stock, plus (C3) the The aggregate amount by which Indebtedness of (other than any Subordinated Indebtedness) incurred by the Parent Issuer or any Restricted Subsidiary subsequent to the Issue Date is reduced on the ParentIssuer’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the ParentIssuer) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent Issuer or any Restricted Subsidiary upon such conversion or exchangeexchange (other than payments of interest with respect thereto), plus (D4) in In the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012the Issue Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) 100% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash or other property (valued at the Fair Market Value thereof) as the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E5) upon Upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the ParentIssuer’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the ParentIssuer’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) Basket and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The foregoing provisions of Section 4.04(a) shall will not prohibit: (1i) the The payment by the Parent Issuer or any Restricted Subsidiary of any dividend or similar distribution the consummation of any redemption within 60 days after the date of declaration thereofof the dividend or giving or any redemption notice, if on the date of declaration or notice, the payment or redemption would have complied with the provisions of this Indenture; (2ii) the The making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent issuance and sale (other than to a Subsidiary of the Issuer) of, Qualified Equity Interests of the Issuer or from the substantially concurrent contribution of common equity capital to the Issuer; provided, that net cash proceeds from the issuance and sale of Qualified Equity Interests or from contributions to equity capital of the Issuer under this clause (ii) shall not be included for purpose of calculating amounts under Section 6.09(a)(ii)(2); (iii) The redemption of Subordinated Indebtedness of the Issuer or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests Interests, (other than to the Parent or any of its Subsidiaries); (3b) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 6.08 and the other terms of this Indenture; (4iv) Payments by the repurchase, redemption, defeasance or other acquisition or retirement for value of Issuer to redeem Equity Interests of the Parent Issuer held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Dateservice; provided provided, that the aggregate cash consideration paid for all such redemptions shall not exceed the sum of (A) $4,000,000 2.0 million during any calendar year (with unused amounts being available to be used in the following calendar year, but not in any succeeding calendar year) plus (B) the amount of any net cash proceeds received by or contributed to the Issuer from the issuance and sale after the Issue Date of Qualified Equity Interests of the Issuer to its officers, directors or employees that have not been applied to the payment of Restricted Payments pursuant to this clause (iv), plus (C) the net cash proceeds of any “key-man” life insurance policies that have not been applied to the payment of Restricted Payments pursuant to this clause (iv); (5v) repurchases Payments of cash, dividends, distributions, advances or other Restricted Payments by the Issuer or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares or upon the purchase, redemption or acquisition of fractional shares, including in connection with (i) the exercise of options or warrants, (ii) the conversion or exchange of Equity Interests, (iii) stock dividends, splits or combinations or business combinations, or (iv) the conversion of the Notes or any payment made with respect thereto; (vi) Repurchases of Equity Interests (i) deemed to occur upon the exercise of stock options or stock appreciation rights if other similar stock-based awards under equity plans of the Issuer or any of the Issuer’s Restricted Subsidiaries, warrants or other Equity Interests represents to the extent such Equity Interests represent a portion of the exercise price thereofof those stock options, other similar stock-based awards under equity plans of the Issuer or any Restricted Subsidiary, warrants or other Equity Interests or (ii) in connection with a gross up for tax withholding related to such Equity Interests; (6vii) Additional Restricted Payments of $5.0 million; (viii) Restricted Payments that are made with Excluded Contributions; (ix) The redemption, of Indebtedness that is contractually subordinated to the repurchase Notes pursuant to provisions similar to those described in Section 3.01 or Section 6.11 hereof; provided that, prior to such redemption, the Issuer (or a third party to the extent permitted by this Indenture) has made a Change of Equity Interests upon vesting of restricted stockControl Offer or Asset Sale Offer, restricted stock unitsas the case may be, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect theretoto the Notes as a result of such Fundamental Change of Control or Asset Sale, as the case may be, and has repurchased all Notes validly tendered and not withdrawn in connection with such Fundamental Change of Control Offer or Asset Sale Offer, as the case may be; (x) The distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary of the Issuer by, Unrestricted Subsidiaries; (xi) Any Restricted Payment made in connection with the Transactions; (xii) Payments and distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole that complies with the terms of this Indenture, including Article Seven hereof; or (7xiii) Repurchases of the Notes; provided, that (a) in the case of any Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made Payment pursuant to this Section 4.04(b)(7clause (iii)(c) above, no Default shall have occurred and then outstanding, does not exceed $20,000,000. provided that be continuing or occur as a consequence thereof and (b) no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2clause (ii), (iii) or (3iv)(B) above shall increase the Restricted Payments Basket. For purposes of determining compliance with this Section 6.09, except to in the extent event that a Restricted Payment meets the proceeds thereof exceed criteria of more than one of the amounts used to effect the transactions described therein. The amount categories of all Restricted Payments described in clauses (other than cashi) through (xiii) of Section 6.09(b) hereof, or is entitled to be incurred pursuant to Section 6.09(a) hereof, the Issuer will be the Fair Market Value entitled to classify such Restricted Payment (or portion thereof) on the date of the its payment or later reclassify such Restricted Payment of the asset(s(or portion thereof) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Paymentin any manner that complies with this Section 6.09.

Limitations on Restricted Payments. (a) The Parent shall Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment; (2ii) immediately after giving effect to such Restricted Payment, the Parent Company could incur at least $1.00 of additional Indebtedness pursuant to the Ratio ExceptionSection 3.01(a) hereof; and (3iii) the amount of immediately after giving effect to such Restricted Payment, when added to the aggregate amount of all other Restricted Payments (including the Fair Market Value of any non-cash Restricted Payment) declared or made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), the Issue Date does not exceed the sum (the “Restricted Payments Basket”) of (without duplication): (Aa) 50% of the Consolidated Net Income for of the Company on a cumulative basis during the period (taken as one accounting period) from October and including April 1, 2012 to 1998, and including ending on the last day of the Company's fiscal quarter ended immediately prior to preceding the date of such calculation for which consolidated financial statements are available Restricted Payment (or, if or in the event such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus plus (Bb) 100% of the aggregate net cash proceeds or of and the Fair Market Value (as determined by the Board fair market value of Directors of Parent) of any assets to be used in a Permitted Business Property received by the Parent either Company from (x1) as contributions any capital contribution to the common equity of the Parent Company after November 8June 9, 2012 1997 or (y) from the issuance and any issue or sale after June 9, 1997 of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange Stock (other than by a to any Subsidiary of the ParentCompany) and (2) the issue or sale after June 9, 1997 of any Indebtedness issued subsequent or other securities of the Company convertible into or exercisable for Qualified Stock of the Company that have been so converted or exercised, as the case may be, plus (c) $86.0 million, which is equal to November 8, 2012 into Qualified Equity Interests (less the aggregate principal amount of any cashthe Company's 6 7/8% Convertible Subordinated Notes due 2002 that were converted into the Company's Common Equity prior to the Issue Date, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus plus (Dd) in the case of the disposition or repayment of or return on any Investment that was treated as constituting a Restricted Payment made after November 8the June 9, 20121997, an amount (to the extent not included in the computation calculation of the Consolidated Net IncomeIncome referred to in (a)) equal to the lesser of (ix) the return of capital with respect to such Investment (including by dividend, distribution or sale of Capital Stock) and (iiy) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition or repayment of such Investment and net (to the extent not included in the calculation of taxesthe Consolidated Net Income referred to in (a)), plus plus (Ee) upon with respect to any Unrestricted Subsidiary that is redesignated as a Redesignation Restricted Subsidiary after June 9, 1997 in accordance with the definition of Unrestricted Subsidiary (so long as the designation of such Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant made after June 9, 1997 and only to this paragraph the extent not included in the calculation of the Consolidated Net Income referred to in (a)), an amount equal to the lesser of (x) when madethe proportionate interest of the Company or a Restricted Subsidiary in an amount equal to the excess of (I) the total assets of such Subsidiary, valued on an aggregate basis at the lesser of book value and Fair Market Value thereof, over (II) the total liabilities of such Subsidiary, determined in accordance with GAAP, and (y) the Designation Amount at the time of such Subsidiary's designation as an Unrestricted Subsidiary, plus (f) $50 million minus (g) the aggregate amount of all Restricted Payments (other than Restricted Payments referred to in clause (C) of the immediately succeeding paragraph) made after June 9, 1997 through the Issue Date. (b) The provisions Clauses (ii) and (iii) of Section 4.04(aparagraph (a) shall will not prohibit: : (1A) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of its declaration thereof, if such dividend could have been made on the date of its declaration the payment would have complied with without violation of the provisions of this Indenture; ; (2B) the making repurchase, redemption or retirement of any Restricted Payment shares of Capital Stock of the Company in exchange for, or out of the net proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to a Subsidiary of the Parent or any Company) of, other shares of its Subsidiaries); Qualified Stock; and (3C) the repurchasepurchase, redemption, defeasance redemption or other acquisition acquisition, cancellation or retirement for value of Subordinated Indebtedness Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock, of the Parent Company or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors officers or employees or former officers, directors officers or employees of the Company or any Subsidiary (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth ) not to exceed $20 million in a written agreement between Parent and such individual evidencing such Equity Interest as of the aggregate since the Issue Date; provided provided, however, that each Restricted Payment described in clauses (A) and (B) of this sentence shall be taken into account for purposes of computing the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments pursuant to clause (iii) of paragraph (a). (c) For purposes of determining the aggregate and permitted amounts of Restricted Payments made, the amount of any guarantee of any Investment in any Person that was initially treated as a Restricted Payment and which was subsequently terminated or expired, net of any amounts paid by the Company or any Restricted Subsidiary in respect of such guarantee, shall be deducted. (d) In determining the "fair market value of Property" for purposes of clause (iii) of paragraph (a), Property other than cash, Cash Equivalents and Marketable Securities shall be deemed to be equal in value to the "equity value" of the Capital Stock or other securities issued in exchange therefor. The "equity value" of such Capital Stock or other securities shall be equal to (i) will be the Fair Market Value number of shares of Common Equity issued in the transaction (or issuable upon conversion or exercise of the Capital Stock or other securities issued in the transaction) multiplied by the closing sale price of the Common Equity on its principal market on the date of the Restricted Payment transaction (less, in the case of Capital Stock or other securities which require the payment of consideration at the time of conversion or exercise, the aggregate consideration payable thereupon) or (ii) if the Common Equity is not then traded on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market, or if the Capital Stock or other securities issued in the transaction do not consist of Common Equity (or Capital Stock or other securities convertible into or exercisable for Common Equity), the value of such Capital Stock or other securities as determined by a nationally recognized investment banking firm retained by the Board of Directors of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted PaymentCompany.

Limitations on Restricted Payments. (a) The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, make any Restricted Payment, directly or indirectly, make after the Issue Date of Securities of any Restricted Payment unless: (1) no Default or Event of Default shall have occurred and be continuing series if at the time of or immediately after giving effect to such Restricted Payment;: (2) immediately after giving effect to such Restricted Payment, the Parent could incur at least $1.00 of additional Indebtedness pursuant to the Ratio Exception; and (3i) the amount of such Restricted Payment (the amount of such Restricted Payment, if other than in cash, will be determined by the Board of Directors of the Company), when added to the aggregate amount of all other Restricted Payments made after November 8the Issue Date of the Securities of any series, 2012 exceeds the sum of: (other than Restricted Payments made pursuant to Section 4.04(b1) $100,000,000, plus (2), (3), (4), (5), (6), or (7)), does not exceed ) 50 percent of the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Company's Consolidated Net Income for accrued during the period (taken as one accounting a single period) from October since January 1, 2012 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available 1997 (or, if such aggregate Consolidated Net Income shall be is a deficit, minus 100% 100 percent of such aggregate deficit), plus plus (B3) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) derived from the issuance and sale of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness Capital Stock of the Parent or any Company and its Restricted Subsidiary Subsidiaries that is reduced on the Parent’s balance sheet upon the conversion or exchange not Disqualified Stock (other than by a sale to a Subsidiary of the ParentCompany) after the Issue Date of Securities of any series but only to the extent not applied under clause (d) of Indebtedness issued subsequent to November 8the definition of "Restricted Payment" set forth in Section 1.02 hereof, 2012 into Qualified Equity Interests plus (less 4) 100 percent of the principal amount of any cashIndebtedness of the Company or a Restricted Subsidiary that is converted into or exchanged for Capital Stock of the Company that is not Disqualified Stock, or plus (5) 100 percent of the fair value of assets, distributed aggregate amounts received by the Parent Company or any Restricted Subsidiary upon such conversion or exchange)the sale, plus (D) in the case of the disposition or repayment liquidation (including by way of or return on dividends) of any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (but only to the extent (x) not included in the computation of Consolidated Net IncomeSection 6.12(a)(i)(2) equal to the lesser of (i) the return of capital with respect to such Investment above and (iiy) that the amount making of such Investment that was treated as constituted a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary made pursuant to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E6.12(a)(i), plus (6) and were not previously repaid or otherwise reduced, plus (F) 100% 100 percent of the principal amount of, or, or if issued at a discount, discount the accreted value of, any guarantee Indebtedness or other obligation that is the subject of a guaranty by the Parent or Company which is released after the Issue Date of Securities of any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee)series, but only to the extent that the granting of such guarantee was treated as guaranty constituted a "Restricted Payment pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(a) shall not prohibit: (1) Payment" under the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) the making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries); (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event definition set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect theretoSection 1.02 hereof; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment.

Limitations on Restricted Payments. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessif at the time of such Restricted Payment: (1) no Default or Event of a Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Paymentshall occur as a consequence thereof; (2) immediately after giving effect to such Restricted Payment, the Parent could Issuer cannot incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; andor (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 the Issue Date (other than Restricted Payments made pursuant to Section 4.04(b) clauses (2), (3), (4), (5), (6), (7) or (78) of Section 4.11(b)), does not exceed exceeds the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 commencing on the first day of the fiscal quarter in which the Issue Date occurs to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent Issuer either (x) as contributions to the common equity of the Parent Issuer after November 8, 2012 the Issue Date or (y) from the issuance and sale of Qualified Equity Interests after November 8the Issue Date, 2012other than (A) any such proceeds which are used to redeem Notes in accordance with paragraph 5(c) of the Notes or (B) any such proceeds or assets received from a Subsidiary of the Issuer, plus (C) the aggregate amount by which Indebtedness of incurred by the Parent Issuer or any Restricted Subsidiary subsequent to the Issue Date is reduced on the ParentIssuer’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the ParentIssuer) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent Issuer or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012the Issue Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) 100% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash or other property (valued at the Fair Market Value thereof) as the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the ParentIssuer’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the ParentIssuer’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) Basket and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The foregoing provisions of Section 4.04(a) shall not prohibit: (1) the payment by the Parent Issuer or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this IndentureIndenture ; (2) the making redemption of any Equity Interests of the Issuer or any Restricted Payment Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries)Interests; (3) other than pursuant to clause (8) below, the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value redemption of Equity Interests of the Parent Issuer held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Dateservice; provided that the aggregate cash consideration paid for all such redemptions shall not exceed (A) $4,000,000 5.0 million during any calendar year (with unused amounts being available to be used in the following calendar year, but not in any succeeding calendar year) plus (B) the amount of any net cash proceeds received by or contributed to the Issuer from the issuance and sale after the Issue Date of Qualified Equity Interests of the Issuer to its officers, directors or employees that have not been applied to the payment of Restricted Payments pursuant to this clause (3), plus (C) the net cash proceeds of any “key-man” life insurance policies that have not been applied to the payment of Restricted Payments pursuant to this clause (3); (54) repurchases of Equity Interests that occur or are deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (5) Restricted Payments pursuant to the Transactions; (6) Restricted Payments if after giving effect thereto the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives Issuer’s Net Leverage Ratio is not greater than 3.0 to satisfy tax withholding or similar tax obligations with respect thereto; or1.0; (7) other Restricted Payments in an aggregate amount, when taken together with all amount not to exceed $50.0 million; provided that Restricted Payments made pursuant to this Section 4.04(b)(7clause (7) and then outstanding, does shall not exceed $20,000,000. 25.0 million in the aggregate in any twelve-month period; or (8) the purchase or retirement of Class B Common Stock of the Issuer from any Permitted Holder in an aggregate amount not to exceed $10.0 million in any twelve-month period; provided that no proceeds from the issuance and sale of Qualified Equity Interests used to make a payment pursuant to Section 4.04(b)(2clause (2) or (33)(B) above shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment.

Limitations on Restricted Payments. (a) The Parent shall Company will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment; (2ii) immediately after giving effect to such Restricted Payment, the Parent Company could incur Incur at least $1.00 of additional Ratio Indebtedness pursuant to the Ratio ExceptionSection 4.06(a); and (3iii) the amount of immediately after giving effect to such Restricted Payment, when added to the aggregate amount of all other Restricted Payments (including the Fair Market Value of any non-cash Restricted Payment) declared or made on or after November 8May 10, 2012 2011 (other than those Restricted Payments made pursuant to described in Section 4.04(b4.07(b)(iii) (2through Section 4.07(b)(xiii), (3), (4), (5), (6), or (7)), ) does not exceed the sum (the “Restricted Payments Basket”) of (without duplication):of: (A) 50% of the Consolidated Net Income for of the Company on a cumulative basis during the period (taken as one accounting period) from and including October 1, 2012 to 2013 and including ending on the last day of the Company’s fiscal quarter ended immediately prior to preceding the date of such calculation for which consolidated financial statements are available Restricted Payment (or, if or in the event such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or of and the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business Property or other asset received by the Parent either Company from (x1) as contributions any capital contribution to the common equity Company after May 10, 2011 or any issue or sale after May 10, 2011 of the Parent after November 8, 2012 or (y) from the issuance and sale of any Qualified Equity Interests and (2) the issue or sale after November 8May 10, 20122011 of any Indebtedness or other securities of the Company convertible into or exercisable for Qualified Equity Interests that have been so converted or exercised, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the a distribution on or disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012Investment, an amount (to the extent not included in the computation calculation of Consolidated Net IncomeIncome referred to in clause (A)) equal to the lesser of (ix) the return of capital with respect to such Investment (including by dividend, distribution or sale of Equity Interests) and (iiy) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition or repayment of such Investment and net (to the extent not included in the calculation of taxesConsolidated Net Income referred to in clause (A)), plus (ED) upon with respect to any Unrestricted Subsidiary that is redesignated as a Redesignation Restricted Subsidiary after May 10, 2011 in accordance with the definition of “Unrestricted Subsidiary” (so long as the designation of such Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant made after May 10, 2011, and only to this paragraph the extent not included in the calculation of Consolidated Net Income referred to in clause (aA)), an amount equal to the lesser of (x) when madethe proportionate interest of the Company or any Restricted Subsidiary in an amount equal to the excess of (I) the total assets of such Unrestricted Subsidiary, valued on an aggregate basis at the lesser of book value and Fair Market Value thereof, over (II) the total liabilities of such Unrestricted Subsidiary, determined in accordance with GAAP, and (y) the Designation Amount at the time of such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary. (b) The provisions of Section 4.04(a4.07(a) shall will not prohibit: (1i) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution redemption of any Equity Interests or Subordinated Indebtedness within 60 days after the date of declaration thereofthereof or call for redemption if, if on at such date of declaration or call for redemption, such payment or redemption was permitted by the provisions of the preceding paragraph as of the date of declaration (and the payment would itself will be deemed to have complied with the provisions been paid on such date of this Indenturedeclaration); (2ii) the making of any Restricted Payment made in exchange for, or out of the net proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries)Interests; (3iii) the repurchasepurchase, repayment, redemption, repurchase, defeasance or other acquisition or retirement for value by the Company of any Subordinated Indebtedness of the Parent Company, the Corporate Issuer or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness Incurred as permitted to be incurred under by and in compliance with Section 4.03 and the other terms of this Indenture4.06; (4iv) Restricted Payments made after the Issue Date not to exceed an aggregate amount (net of any returns of capital with respect to such Investments (including by dividend, distribution or sale)) of $50,000,000; (v) [Reserved]; (vi) Restricted Payments made after the Issue Date in respect of Specified Obligations not to exceed $70,000,000; provided, however, that such Restricted Payments may exceed $70,000,000 to the extent that the Company receives a cash equity contribution from JFSCI in the amount of such excess within 10 Business Days following such Restricted Payment; (vii) Tax Distributions (other than payments with respect to Specified Obligations); (viii) [Reserved]; (ix) the repurchase, redemption, defeasance declaration and payment of dividends to holders of any class or other acquisition or retirement for value series of Disqualified Equity Interests of the Parent held Company or any of its Restricted Subsidiaries issued in accordance with and to the extent permitted by officersSection 4.06; provided, directors or employees or former officershowever, directors or employees that, at the time of payment of such dividend, no Default shall have occurred and be continuing (or their transferees, estates or beneficiaries under their estatesresult therefrom), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5x) repurchases of Equity Interests deemed to occur upon the exercise of stock equity options or stock appreciation rights warrants if the such Equity Interests represents represent a portion of the exercise price thereofof such options or warrants; (6xi) Restricted Payments that are made with Excluded Contributions; (xii) the repurchase repurchase, redemption or other acquisition or retirement for value of Equity Interests upon vesting any Subordinated Indebtedness pursuant to provisions similar to those described in Sections 4.10 and 4.12; provided, however, that all Notes tendered by Holders in connection with an Asset Sale Offer or a Change of restricted stockControl Offer, restricted stock unitsas applicable, performance share units have been purchased, redeemed, defeased or similar equity incentives to satisfy tax withholding or similar tax obligations with respect theretoacquired for value; or (7xiii) Restricted Payments Investments after the Issue Date in joint ventures (other than amounts expended in respect of Specified Obligations) in an amount not to exceed an aggregate amountamount (net of any returns of capital with respect to such Investments (including by dividend, when taken together with all Restricted Payments distribution or sale)) of $100,000,000 (any Investment made pursuant to this Section 4.04(b)(7clause (xiii) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, being an Investment made pursuant to the “JV Payment Basket”). (c) For purposes of determining the aggregate and permitted amounts of Restricted PaymentPayments made, the amount of any guarantee of any Investment in any Person that was initially treated as a Restricted Payment and which was subsequently terminated or expired, net of any amounts paid by either of the Issuers or any Restricted Subsidiary in respect of such guarantee, shall be deducted.

Limitations on Restricted Payments. (a) The Parent Borrower shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, make any Restricted Payment, directly or indirectly, make any Restricted Payment unless: (1) no Default or Event of Default shall have occurred and be continuing after the date hereof if at the time of or immediately after giving effect to such Restricted Payment;: (2i) immediately after giving effect to the amount of such proposed Restricted Payment, the Parent could incur at least $1.00 of additional Indebtedness pursuant to the Ratio Exception; and Payment (3) the amount of such Restricted Payment, if other than in cash, shall be determined in good faith by a majority of the disinterested members of the Board of Directors of the Borrower), when added to the aggregate amount of all other Restricted Payments (excluding Restricted Payments permitted by paragraph (b) of this Section 6.03) declared or made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), does not exceed the Closing Date exceeds the sum (the “Restricted Payments Basket”) of (without duplication):of: (A) $200.0 million, plus (B) 50% of the Borrower’s Consolidated Net Income for accrued during the period (taken as one accounting a single period) from October 1, 2012 to commencing on the first day of the fiscal quarter in which the Covenant Trigger Date occurs and including ending on the last day of the fiscal quarter ended immediately prior preceding the fiscal quarter in which the Restricted Payment is to the date of such calculation for which consolidated financial statements are available occur (or, if such aggregate Consolidated Net Income shall be is a deficit, minus 100% of such aggregate deficit); provided, plus (B) 100% that for purposes of this calculation, if a Covenant Trigger Date occurs as the result of the aggregate net cash proceeds or Borrower achieving the Fair Market Value (Net Income Threshold, the Covenant Trigger Date will be deemed to have occurred as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) from first day of the issuance and sale of Qualified Equity Interests after November 8, 2012second fiscal quarter included in calculating such Net Income Threshold, plus (C) the aggregate amount by which Indebtedness net cash proceeds derived from the issuance and sale of Capital Stock of the Parent Borrower and its Restricted Subsidiaries (or any capital contribution to the Borrower or a Restricted Subsidiary Subsidiary) that is reduced on the Parent’s balance sheet upon the conversion or exchange not Disqualified Stock (other than by a sale to, or a contribution by, a Subsidiary of the ParentBorrower) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less after the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange)Closing Date, plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee Indebtedness of the Borrower or a Restricted Subsidiary which is issued (other than to a Subsidiary of the Borrower) after the Closing Date that is converted into or exchanged for Capital Stock of the Borrower that is not Disqualified Stock, plus (E) 100% of the aggregate amounts received by the Parent Borrower or any Restricted Subsidiary incurred from the sale, disposition or liquidation (including by way of dividends) of any Investment (other than to any Subsidiary of the Borrower and other than to the extent sold, disposed of or liquidated with recourse to the Borrower or any of its Subsidiaries or to any of their respective properties or assets) but only to the extent (x) not included in clause (B) above and (y) that the making of such Investment constituted a permitted Restricted Investment (to the extent the Investment was made after November 8the Closing Date), 2012 plus (F) 100% of the principal amount of, or if issued at a discount, the accreted value of, any Indebtedness or other obligation that is subsequently the subject of a guarantee by the Borrower which is released (other than due to a payment on such guarantee)) after the Closing Date, but only to the extent that such guarantee constituted a permitted Restricted Payment, plus (G) with respect to any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” (so long as the designation of such Subsidiary as an Unrestricted Subsidiary was treated as a Restricted Payment pursuant made after the Closing Date, and only to this paragraph the extent not included in clause (aB) when madeabove), an amount equal to the lesser of (x) the proportionate interest of the Borrower or a Restricted Subsidiary in an amount equal to the excess of (I) the total assets of such Subsidiary, valued on an aggregate basis at the lesser of Book Value and Fair Market Value thereof, over (II) the total liabilities of such Subsidiary, determined in accordance with GAAP, and (y) the amount of the Restricted Payment deemed to be made upon such Subsidiary’s designation as an Unrestricted Subsidiary; or (ii) the Borrower would be unable to incur $1.00 of additional Indebtedness under the Consolidated Fixed Charge Coverage Ratio contained in Section 6.01 hereof; or (iii) a Default or Event of Default has occurred and is continuing or occurs as a consequence thereof. (b) The provisions of Notwithstanding the foregoing, this Section 4.04(a) 6.03 shall not prohibit: (1i) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 sixty (60) days after the date of declaration thereof, thereof if on the date of declaration the payment thereof would have complied with the provisions limitations hereof on the date of this Indenturedeclaration; (2ii) the making purchase, repayment, redemption, repurchase, defeasance or other acquisition or retirement of any shares of the Borrower’s Capital Stock or the Borrower’s or a Restricted Payment in exchange Subsidiary’s Indebtedness for, or out of the net proceeds of the a substantially concurrent issuance and sale of, Qualified Equity Interests (other than a sale to a Subsidiary of the Parent or any Borrower) of, other shares of its SubsidiariesCapital Stock (other than Disqualified Stock), provided that the proceeds of any such sale shall be excluded in any computation made under Section 6.03(a)(i)(C) above; (3iii) the repurchasepurchase, repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange forIndebtedness, or out of including premium, if any, with the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect theretoIndebtedness; or (7iv) Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant after the Closing Date in an amount not to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase 50.0 million in the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Paymentaggregate.

Limitations on Restricted Payments. (a) The Parent shall Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment; (2ii) immediately after giving effect to such Restricted Payment, the Parent Company could incur at least $1.00 of additional Indebtedness pursuant to the Ratio ExceptionSection 3.02(a) hereof; and (3iii) the amount of immediately after giving effect to such Restricted Payment, when added to the aggregate amount of all other Restricted Payments (including the Fair Market Value of any non-cash Restricted Payment) declared or made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), the Issue Date does not exceed the sum (the “Restricted Payments Basket”) of (without duplication): (Aa) 50% of the Consolidated Net Income for of the Company on a cumulative basis during the period (taken as one accounting period) from October and including April 1, 2012 to 1998 and including ending on the last day of the Company’s fiscal quarter ended immediately prior to preceding the date of such calculation for which consolidated financial statements are available Restricted Payment (or, if or in the event such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus plus (Bb) 100% of the aggregate net cash proceeds or pro- ceeds of and the Fair Market Value (as determined by the Board fair market value of Directors of Parent) of any assets to be used in a Permitted Business Property received by the Parent either Company from (x1) as contributions any capital contribution to the common equity of the Parent Company after November 8June 9, 2012 1997 or (y) from the issuance and any issue or sale after June 9, 1997 of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange Stock (other than by a to any Subsidiary of the ParentCompany) and (2) the issue or sale after June 9, 1997 of any Indebtedness issued subsequent or other securities of the Company convertible into or exercisable for Qualified Stock of the Company that have been so converted or exercised, as the case may be, plus (c) $86.0 million, which is equal to November 8, 2012 into Qualified Equity Interests (less the aggregate principal amount of any cashthe Company’s 6-7/8% Convertible Subordinated Notes due 2002 that were converted into the Company’s Common Equity prior to the Issue Date, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus plus (Dd) in the case of the disposition or repayment of or return on any Investment that was treated as constituting a Restricted Payment made after November 8the June 9, 20121997, an amount (to the extent not included in the computation calculation of the Consolidated Net IncomeIncome referred to in (a)) equal to the lesser of (ix) the return of capital with respect to such Investment (including by dividend, distribution or sale of Capital Stock) and (iiy) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition or repayment of such Investment and net (to the extent not included in the calculation of taxesthe Consolidated Net Income referred to in (a)), plus plus (Ee) upon with respect to any Unrestricted Subsidiary that is redesignated as a Redesignation Restricted Subsidiary after June 9, 1997 in accordance with the definition of Unrestricted Subsidiary (so long as the designation of such Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant made after June 9, 1997 and only to this paragraph the extent not included in the calculation of the Consolidated Net Income referred to in (a)), an amount equal to the lesser of (x) when madethe proportionate interest of the Company or a Restricted Subsidiary in an amount equal to the excess of (I) the total assets of such Subsidiary, valued on an aggregate basis at the lesser of book value and Fair Market Value thereof, over (II) the total liabilities of such Subsidiary, determined in accordance with GAAP, and (y) the Designation Amount at the time of such Subsidiary’s designation as an Unrestricted Subsidiary, plus (f) $50 million minus (g) the aggregate amount of all Restricted Payments (other than Restricted Payments referred to in clause (C) of the immediately succeeding paragraph) made after June 9, 1997 through the Issue Date. (b) The provisions Clauses (ii) and (iii) of Section 4.04(aparagraph (a) shall will not prohibit: : (1A) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of its declaration thereof, if such dividend could have been made on the date of its declaration the payment would have complied with without violation of the provisions of this Indenture; ; (2B) the making repurchase, redemption or retirement of any Restricted Payment shares of Capital Stock of the Company in exchange for, or out of the net proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to a Subsidiary of the Parent or any Company) of, other shares of its Subsidiaries); Qualified Stock; and (3C) the repurchasepurchase, redemption, defeasance redemption or other acquisition acquisition, cancellation or retirement for value of Subordinated Indebtedness Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock, of the Parent Company or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors officers or employees or former officers, directors officers or employees of the Company or any Subsidiary (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth ) not to exceed $20 million in a written agreement between Parent and such individual evidencing such Equity Interest as of the aggregate since the Issue Date; provided provided, however, that each Restricted Payment described in clauses (A) and (B) of this sentence shall be taken into account for pur- poses of computing the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments pursuant to clause (iii) of paragraph (a). (c) For purposes of determining the aggregate and permitted amounts of Restricted Payments made, the amount of any guarantee of any Investment in any Person that was initially treated as a Restricted Payment and which was subsequently terminated or expired, net of any amounts paid by the Company or any Restricted Subsidiary in respect of such guarantee, shall be deducted. (d) In determining the “fair market value of Property” for purposes of clause (iii) of the paragraph (a), Property other than cash, Cash Equivalents and Marketable Securities shall be deemed to be equal in value to the “equity value” of the Capital Stock or other securities issued in exchange therefor. The “equity value” of such Capital Stock or other securities shall be equal to (i) will be the Fair Market Value number of shares of Common Equity issued in the transaction (or issuable upon conversion or exercise of the Capital Stock or other securities issued in the transaction) multiplied by the closing sale price of the Common Equity on its principal market on the date of the Restricted Payment transaction (less, in the case of Capital Stock or other securities which require the payment of consideration at the time of conversion or exercise, the aggregate consideration payable thereupon) or (ii) if the Common Equity is not then traded on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market, or if the Capital Stock or other securities issued in the transaction do not consist of Common Equity (or Capital Stock or other securities convertible into or exercisable for Common Equity), the value of such Capital Stock or other securities as determined by a nationally recognized investment banking firm retained by the Board of Directors of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted PaymentCompany.

Limitations on Restricted Payments. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessunless at the time of such Restricted Payment: (1) no Default or Event of Default shall have occurred and be continuing at the time of or immediately shall occur as a consequence thereof; and (2) after giving effect to such Restricted Payment; (2) immediately after giving effect to such Restricted Payment, incurrence and the Parent could incur at least $1.00 application of additional Indebtedness pursuant to proceeds therefrom the Ratio Exception; and (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), does not exceed the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall Leverage Test would be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) from the issuance and sale of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) satisfied. The foregoing provisions of Section 4.04(a) shall will not prohibit: (1) the payment by the Parent Issuer or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) the making redemption of any Equity Interests of the Issuer or any Restricted Payment Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than provided that any transfers of the Equity Interests of the Issuer will be subject to the provisions of the Parent or any of its SubsidiariesPledge Agreement); (3) the repurchase, redemption, defeasance or other acquisition or retirement for value redemption of Subordinated Indebtedness of the Parent Issuer or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (provided that any transfers of the Equity Interests of the Issuer will be subject to the provisions of the Parent Pledge Agreement), (b) in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 4.06 and the other terms of this IndentureIndenture or (c) upon a Change of Control or in connection with a sale of assets to the extent required by the agreement governing such Subordinated Indebtedness but only if the Issuer shall have complied with Section 4.20 and purchased all Notes validly tendered pursuant to the relevant offer prior to redeeming such Subordinated Indebtedness; (4) (x) prior to the repurchaseconsummation of an initial public offering, redemptionpayments to permit Parent, defeasance and which are used by Parent or other acquisition or retirement for value (y) after the consummation of an initial public offering, payments used by the Issuer, to redeem Equity Interests of Parent or the Parent Issuer, as the case may be, held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Dateservice; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 25.0 million during any calendar yeartwelve consecutive months; (5) payments permitted pursuant to clause (3) of Section 4.09; (6) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents represent a portion of the exercise price thereof; (67) [Reserved]; (8) payments by the repurchase Issuer to Parent or its subsidiaries to the extent necessary to pay principal and interest when due in respect of Equity Interests upon vesting Indebtedness of restricted stockParent and its subsidiaries; (9) Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for directors, restricted stock unitsmanagement, performance share units employees or similar equity incentives to satisfy tax withholding or similar tax obligations with respect theretoconsultants of the Issuer and its Subsidiaries; or (710) other Restricted Payments in an aggregate amountamount from and after the Issue Date not to exceed $50.0 million; provided that in the case of any Restricted Payment pursuant to clause (3), when taken together (8) or (10) above, no Default shall have occurred and be continuing or occur as a consequence thereof. For purposes of determining compliance with all this Section 4.07, (i) in the event that a proposed Restricted Payments Payment or Permitted Investment (or a portion thereof) meets one or more of the clauses or subclauses of (1) through (10) of the second paragraph of this Section 4.07, one or more of the clauses or subclauses of the definition of “Permitted Investment” or is entitled to be made pursuant to the first paragraph of this Section 4.04(b)(74.07, the Issuer or any of its Restricted Subsidiaries may allocate all or any portion of such Restricted Payment among one or more of the clauses or subclauses of (1) through (10) of the second paragraph of this Section 4.07, one or more of the clauses or subclauses in the definition of “Permitted Investment” or the first paragraph of this Section 4.07 and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests (ii) any Restricted Payment or Permitted Investment (or a portion thereof) originally made pursuant to one or more of the clauses or subclauses (1) through (10) of the second paragraph of this Section 4.04(b)(24.07, one or more of the clauses or subclauses of the definition of “Permitted Investment” or pursuant to the first paragraph of this Section 4.07 may later be reclassified by the Issuer or any of its Restricted Subsidiaries such that it will be deemed as having been made pursuant to the first paragraph of this Section 4.07, one or more of the clauses or subclauses of the definition of “Permitted Investment” or one or more of the clauses or subclauses of (1) or through (310) shall increase of the Restricted Payments Basketsecond paragraph of this Section 4.07, except as applicable, to the extent that such reclassified Restricted Payment or Permitted Investment could be made pursuant to such paragraph or clause or subclause at the proceeds thereof exceed time of such reclassification. For purposes of this Section 4.07, if a particular Restricted Payment involves a non-cash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the amounts used cash portion of such Restricted Payment, if any, plus an amount equal to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment non-cash portion of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the such Restricted Payment.

Limitations on Restricted Payments. (a) The Parent Company shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, make any Restricted Payment, directly or indirectly, make any Restricted Payment unless: (1) no Default or Event of Default shall have occurred and be continuing after the date hereof if at the time of or immediately after giving effect to such Restricted Payment;: (2i) immediately after giving effect to the amount of such proposed Restricted Payment, the Parent could incur at least $1.00 of additional Indebtedness pursuant to the Ratio Exception; and Payment (3) the amount of such Restricted Payment, if other than in cash, will be determined in good faith by a majority of the disinterested members of the Board of Directors of the Company), when added to the aggregate amount of all other Restricted Payments, or payments that would have been Restricted Payments if the Supplemental Indenture had been in effect at the time of such payments, declared or made after November 8April 17, 2012 2002, exceeds the sum of: (other than Restricted Payments made pursuant to Section 4.04(b1) $100 million, plus (2), (3), (4), (5), (6), or (7)), does not exceed the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of the Company’s Consolidated Net Income for accrued during the period (taken as one accounting a single period) from October commencing April 1, 2012 to 2002 and including ending on the last day of the fiscal quarter ended immediately prior preceding the fiscal quarter in which the Restricted Payment is to the date of such calculation for which consolidated financial statements are available occur (or, if such aggregate Consolidated Net Income shall be is a deficit, minus 100% of such aggregate deficit), plus (B3) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) Net Proceeds derived from the issuance and sale of Qualified Equity Interests Capital Stock of the Company and its Restricted Subsidiaries that is not Disqualified Stock (other than a sale to a Subsidiary of the Company) after November 8April 17, 20122002, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F4) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee Indebtedness of the Company or a Restricted Subsidiary which is issued (other than to a Subsidiary of the Company) after April 17, 2002 that is converted into or exchanged for Capital Stock of the Company that is not Disqualified Stock, plus (5) 100% of the aggregate amounts received by the Parent Company or any Restricted Subsidiary incurred after November 8from the sale, 2012 disposition or liquidation (including by way of dividends) of any Investment (other than to any Subsidiary of the Company and other than to the extent sold, disposed of or liquidated with recourse to the Company or any of its Subsidiaries or to any of their respective properties or assets) but only to the extent (x) not included in clause (2) above and (y) that the making of such Investment constituted a permitted Restricted Investment (assuming for such purpose that the Supplemental Indenture had been in effect since April 17, 2002), plus (6) 100% of the principal amount of, or if issued at a discount, the accreted value of, any Indebtedness or other obligation that is subsequently the subject of a guarantee by the Company which is released (other than due to a payment on such guarantee)) after April 17, 2002, but only to the extent that such guarantee was treated constituted a permitted Restricted Payment (assuming for such purpose that the Supplemental Indenture had been in effect since April 17, 2002); or (ii) the Company would be unable to incur $1.00 of additional Indebtedness under the Consolidated Fixed Charge Coverage Ratio contained in Section 3.03 hereof; or (iii) a Default or Event of Default has occurred and is continuing or occurs as a Restricted Payment pursuant to this paragraph (a) when madeconsequence thereof. (b) The Notwithstanding the foregoing, the provisions of this Section 4.04(a) 3.02 shall not prohibitprevent: (1i) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, thereof if on the date of declaration the payment thereof would have complied with the provisions limitations of the Indenture on the date of declaration, provided that (x) such dividend shall be deemed to have been paid as of its date of declaration for the purposes of this IndentureSection 3.02 and (y) at the time of payment of such dividend no other Default or Event of Default shall have occurred and be continuing or would result therefrom; (2ii) the making retirement of any shares of the Company’s Capital Stock or the Company’s or a Restricted Payment in exchange Subsidiary of the Company’s Indebtedness for, or out of the net proceeds of the a substantially concurrent issuance and sale of, Qualified Equity Interests (other than a sale to a Subsidiary of the Parent or any Company) of, other shares of its SubsidiariesCapital Stock (other than Disqualified Stock), provided that the proceeds of any such sale shall be excluded in any computation made under clause (3) above; (3iii) the redemption, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange forIndebtedness, or out of including premium, if any, with the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this IndentureIndebtedness; (4iv) payments or distributions pursuant to or in connection with a merger, consolidation or transfer of assets that complies with the repurchaseprovisions hereof applicable to mergers, consolidations and transfers of all or substantially all of the property and assets of the Company or any Guarantor; or (v) any purchase, redemption, defeasance retirement or other acquisition or retirement for value of Equity Interests Capital Stock of the Parent Company or any Subsidiary held by officers, directors officers or employees or former officers, directors officers or employees of the Company or any Subsidiary (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or ) not to exceed $500,000 in any other repurchase event set forth calendar year and $5 million in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stocksince April 17, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment2002.

Limitations on Restricted Payments. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessif at the time of such Restricted Payment: (1) no Default or Event of a Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Paymentshall occur as a consequence thereof; (2) immediately after giving pro forma effect to such Restricted PaymentPayment as if such Restricted Payment had been made at the beginning of the applicable Four-Quarter Period, the Parent could Issuer is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the Coverage Ratio Exception; andor (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 the Issue Date (other than Restricted Payments made pursuant to Section 4.04(b) clauses (2) through (10) of clause (b) of this Section 4.11), (3), (4), (5), (6), or (7)), does not exceed exceeds the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 commencing on the first day of the fiscal quarter in which the Issue Date occurs to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of (A) (i) the aggregate net cash proceeds or and (ii) the Fair Market Value of (as determined by x) marketable securities (other than marketable securities of the Board Issuer), (y) Equity Interests of Directors a Person (other than the Issuer or a Subsidiary of Parentthe Issuer) of any assets to be used engaged in a Permitted Business and (z) other assets used in any Permitted Business, in the case of clauses (i) and (ii), received by the Parent either (x) Issuer or its Restricted Subsidiaries since the Issue Date as contributions a contribution to the its common equity of the Parent after November 8, 2012 capital or (y) from the issuance and issue or sale of Qualified Equity Interests after November 8of the Issuer or from the issue or sale of convertible or exchangeable Disqualified Equity Interests or convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Qualified Equity Interests (other than Equity Interests or debt securities sold to a Subsidiary of the Issuer and Excluded Contributions) and (B) the aggregate net cash proceeds, 2012if any, received by the Issuer or any of its Restricted Subsidiaries upon any conversion or exchange described in clause (A) above, plus (C) 100% of (A) the aggregate amount by which Indebtedness (other than any Subordinated Indebtedness) of the Parent Issuer or any Restricted Subsidiary is reduced on the ParentIssuer’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary after the Issue Date of the Parent) of any such Indebtedness issued subsequent to November 8, 2012 into or for Qualified Equity Interests of the Issuer and (less B) the amount of any cashaggregate net cash proceeds, or the fair value of assetsif any, distributed received by the Parent Issuer or any of its Restricted Subsidiary Subsidiaries upon such any conversion or exchange)exchange described in clause (A) above, plus (D) with respect to Restricted Investments made by the Issuer and its Restricted Subsidiaries after the Issue Date, an amount equal to the sum, without duplication, of (A) the net reduction in such Restricted Investments in any Person resulting from (i) repayments of loans or advances, or other transfers of assets, in each case to the case Issuer or any Restricted Subsidiary, (ii) other repurchases, repayments or redemptions of such Restricted Investments, (iii) the disposition sale of any such Restricted Investment to a purchaser other than the Issuer or repayment a Subsidiary or (iv) the release of or return on any guarantee (except to the extent any amounts are paid under such guarantee) that constituted a Restricted Investment that was treated plus (B) with respect to any Unrestricted Subsidiary designated as such after the Issue Date and redesignated as a Restricted Payment made Subsidiary after November 8the Issue Date, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the ParentIssuer’s proportionate interest Investment in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee held by the Parent Issuer or any of its Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on Subsidiaries at the time of such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when maderedesignation. (b) The Notwithstanding the foregoing, the provisions set forth in clause (a) of this Section 4.04(a) shall 4.11 will not prohibit: (1) the payment by the Parent or any Restricted Subsidiary of (a) any dividend or similar redemption payment or the making of any distribution within 60 days after the date of declaration thereofthereof if, if on the date of declaration declaration, the payment dividend, redemption or distribution payment, as the case may be, would have complied with the provisions of this IndentureIndenture or (b) any dividend or similar distribution by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis or on a basis more favorable to the Issuer; (2) the making redemption or acquisition of any Equity Interests of the Issuer or any Restricted Payment Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries)Interests; (3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent Issuer or any Restricted Subsidiary (including the payment of any required premium and any fees and expenses incurred in connection with such purchase, repurchase, redemption, defeasance, other acquisition or retirement for value) (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests, (b) in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 4.10 and the other terms of this IndentureIndenture or (c) upon a Change of Control or in connection with an Asset Sale to the extent required by the agreement governing such Subordinated Indebtedness but only if the Issuer shall have complied with Section 4.12 and Section 4.15 and purchased all Notes validly tendered pursuant to the relevant offer prior to purchasing, repurchasing, redeeming, defeasing or acquiring or retiring for value such Subordinated Indebtedness; (4) the repurchase, redemption, defeasance repurchase or other acquisition or retirement for value of Equity Interests of the Parent Issuer held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), either (x) upon their bankruptcy or petition for bankruptcy, any such individual’s death, disability, retirement, severance or termination of employment or service or (y) pursuant to any other repurchase event set forth equity subscription agreement, stock option agreement, stockholders’ agreement or similar agreement; provided, in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided any case, that the aggregate cash consideration paid for all such redemptions redemptions, repurchases or other acquisitions or retirements shall not exceed (A) $4,000,000 10.0 million during any calendar yearyear (with unused amounts in any calendar year being carried forward to the next succeeding calendar year but not any subsequent years) plus (B) the amount of any net cash proceeds received by or contributed to the Issuer from the issuance and sale after the Issue Date of Qualified Equity Interests of the Issuer to its officers, directors or employees that have not been applied to the payment of Restricted Payments pursuant to this clause (4), plus (C) the net cash proceeds of any “key-man” life insurance policies that have not been applied to the payment of Restricted Payments pursuant to this clause (4); (5a) repurchases repurchases, redemptions or other acquisitions or retirements for value of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation options, warrants, rights if the to acquire Equity Interests represents or other convertible securities to the extent such Equity Interests represent a portion of the exercise or exchange price thereofthereof and (b) any repurchases, redemptions or other acquisitions or retirements for value of Equity Interests made in lieu of withholding taxes in connection with any exercise or exchange of stock options, warrants or other similar rights; (6) the repurchase of dividends on Preferred Stock or Disqualified Equity Interests upon vesting issued in compliance with Section 4.10 to the extent such dividends are included in the definition of restricted stockConsolidated Interest Expense; (7) the payment of cash in lieu of fractional Equity Interests; (8) payments or distributions to dissenting stockholders pursuant to applicable law in connection with a merger, restricted stock units, performance share units consolidation or similar equity incentives to satisfy tax withholding or similar tax obligations transfer of assets that complies with respect theretothe provisions of Article 5; (9) Restricted Payments with Excluded Contributions; or (710) payment of other Restricted Payments in an aggregate amount, when taken together with all amount not to exceed $25.0 million; provided that (a) in the case of any Restricted Payments made Payment pursuant to this Section 4.04(b)(7clauses (3), (4), (9) or (10) above, no Default shall have occurred and then outstanding, does not exceed $20,000,000. provided that be continuing or occur as a consequence thereof and (b) no issuance and sale of Qualified Equity Interests used to make a payment pursuant to Section 4.04(b)(2clauses (2), (3) or (34)(B) above shall increase the Restricted Payments Basket. For the purposes of determining compliance with any U.S. dollar-denominated restriction on Restricted Payments denominated in a foreign currency, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The U.S. dollar-equivalent amount of all such Restricted Payments (other than cash) will Payment shall be calculated based on the Fair Market Value relevant currency exchange rate in effect on the date of the that such Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Paymentwas made.

Limitations on Restricted Payments. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, : (i) declare or pay any dividend or make any distribution on account of the Company's or any of its Subsidiaries' Equity Interests (other than (w) Physician Joint Venture Distributions, (x) dividends or distributions payable in Qualified Equity Interests of the Company, (y) dividends or distributions payable to the Company or any Subsidiary of the Company, and (z) dividends or distributions by any Subsidiary of the Company payable to all holders of a class of Equity Interests of such Subsidiary on a PRO RATA basis); (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company; or (iii) make any principal payment on, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Securities, except at the original final maturity date thereof or pursuant to a Specified Exchange or the Refinancing (all such payments and other actions set forth in clauses (i) through (iii) above being collectively referred to as "RESTRICTED PAYMENTS"), unless, at the time of and after giving effect to such Restricted Payment unless:(the amount of any such Restricted Payment, if other than cash, shall be the fair market value (as conclusively evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee within 60 days prior to the date of such Restricted Payment) of the asset(s) proposed to be transferred by the Company or such Subsidiary, as the case may be, pursuant to such Restricted Payment): (1a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (b) the Company would, at the time of or immediately such Restricted Payment and after giving PRO FORMA effect to thereto as if such Restricted Payment; (2) Payment had been made at the beginning of the most recently ended four full fiscal quarter period for which internal financial statements are available immediately after giving effect to preceding the date of such Restricted Payment, the Parent could have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio Exceptiontest set forth in the first paragraph of Section 4.09 hereof; and (3c) the amount of such Restricted Payment, when added to together with the aggregate amount of all other Restricted Payments made by the Company and its Subsidiaries after November 8March 1, 2012 1995 (other than excluding Restricted Payments made pursuant to Section 4.04(b) permitted by clauses (2ii), (3iii) and (iv) of the next succeeding paragraph), (4), (5), (6), or (7)), does not exceed is less than the sum (the “Restricted Payments Basket”) of (without duplication): (A1) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from October the beginning of the first fiscal quarter commencing after March 1, 2012 1995 to and including the last day end of the Company's most recently ended fiscal quarter ended immediately prior to the date of such calculation for which consolidated internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income shall be for such period is a deficit, minus less 100% of such aggregate deficit), plus PLUS (B2) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either Company from the issue or sale (x) as contributions other than to the common equity a Subsidiary of the Parent after November 8Company) since March 1, 2012 or (y) from the issuance and sale 1995 of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent Company or of debt securities of the Company or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion of its Subsidiaries that have been converted into or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into exchanged for such Qualified Equity Interests of the Company, PLUS (less the amount 3) $50.0 million. If no Default or Event of any cashDefault has occurred and is continuing, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated would occur as a consequence thereof, the foregoing provisions shall not prohibit the following Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of Payments: (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(a) shall not prohibit: (1) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the at said date of declaration the such payment would have complied with the provisions of this Indenturehereof; (2ii) the making payment of cash dividends on any Restricted Payment series of Disqualified Stock issued after the Closing Date in exchange for, or out an aggregate amount not to exceed the cash received by the Company since the Closing Date upon issuance of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries)such Disqualified Stock; (3iii) the redemption, repurchase, redemption, defeasance retirement or other acquisition or retirement for value of Subordinated Indebtedness any Equity Interests of the Parent Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of of, the substantially concurrent incurrence ofsale (other than to a Subsidiary of the Company) of Qualified Equity Interests of the Company; PROVIDED that the amount of any such net cash proceeds that are utilized for any such redemption, Refinancing Indebtedness permitted to repurchase, retirement or other acquisition shall be incurred under Section 4.03 and excluded from clause (c)(2) of the other terms of this Indenturepreceding paragraph; (4iv) the defeasance, redemption or repurchase of subordinated Indebtedness with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness or in exchange for or out of the net cash proceeds from the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Equity Interests of the Company; PROVIDED that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clause (c)(2) of the preceding paragraph; (v) the repurchase, redemption, defeasance redemption or other acquisition or retirement for value of (A) any Equity Interests of the Parent Company or any Subsidiary of the Company held by officers, directors or employees or former officers, directors or employees any member of the Company's (or their transferees, estates any of its Subsidiaries') management pursuant to any management equity subscription agreement or beneficiaries stock option agreement or (B) any Equity Interests of the Company which are or intended to be used to satisfy issuances of such Equity Interests upon exercise of employee stock options or upon exercise or satisfaction of other similar instruments outstanding under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination employee benefit plans of employment or service the Company or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as subsidiary of the Issue DateCompany; provided PROVIDED that the aggregate cash consideration price paid for all such redemptions repurchased, redeemed, acquired or retired Equity Interests shall not exceed $4,000,000 during 25.0 million in any calendar year;twelve-month period; and (5vi) repurchases the making and consummation of Equity Interests deemed to occur upon (A) a senior subordinated asset sale offer in accordance with the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion provisions of the exercise price thereof; indenture relating to the 2005 Senior Subordinated Notes or (6B) the repurchase a Change of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations Control Offer with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent Senior Subordinated Notes in accordance with the proceeds thereof exceed provisions of the amounts used Senior Subordinated Note Indenture or change of control offer with respect to effect the transactions described therein2005 Senior Subordinated Notes or the 2005 Exchangeable Subordinated Notes in accordance with the provisions of the indentures relating thereto. The amount of all Restricted Payments (other Not later than cash) will be the Fair Market Value on the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment of is permitted and setting forth the asset(s) or securities proposed to be transferred or issued basis upon which the calculations required by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Paymentthis covenant were computed.

Limitations on Restricted Payments. (a) The Parent shall Company and the Issuer will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment; (2ii) immediately after giving effect to such Restricted Payment, the Parent Company could incur at least $1.00 of additional Indebtedness pursuant to the Ratio ExceptionSection 4.06(a) hereof; and (3iii) the amount of immediately after giving effect to such Restricted Payment, when added to the aggregate amount of all other Restricted Payments (including the Fair Market Value of any non-cash Restricted Payment) declared or made after November 8May 4, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), 1999 does not exceed the sum (the “Restricted Payments Basket”) of (without duplication):of: (A) 50% of the Consolidated Net Income for of the Company on a cumulative basis during the period (taken as one accounting period) from October and including February 1, 2012 to 1999 and including ending on the last day of the Company’s fiscal quarter ended immediately prior to preceding the date of such calculation for which consolidated financial statements are available Restricted Payment (or, if or in the event such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or of and the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business Property received by the Parent either Company from (x1) as contributions any capital contribution to the common equity Company after February 1, 1999 or any issue or sale after February 1, 1999 of Qualified Stock (other than to any Subsidiary of the Parent Company) and (2) the issue or sale after November 8February 1, 2012 1999 of any Indebtedness or (y) from other securities of the issuance and sale Company convertible into or exercisable for Qualified Stock of Qualified Equity Interests after November 8the Company that have been so converted or exercised, 2012as the case may be, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as constituting a Restricted Payment made after November 8May 4, 20121999, an amount (to the extent not included in the computation calculation of Consolidated Net IncomeIncome referred to in (A)) equal to the lesser of (ix) the return of capital with respect to such Investment (including by dividend, distribution or sale of Capital Stock) and (iiy) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition or repayment of such Investment (to the extent not included in the calculation of Consolidated Net Income referred to in (A)), plus (D) with respect to any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary after May 4, 1999, in accordance with the definition of Unrestricted Subsidiary (so long as the designation of such Subsidiary as an Unrestricted Subsidiary was treated as a Restricted Payment made after the Issue Date, and net only to the extent not included in the calculation of taxesConsolidated Net Income referred to in (A)), an amount equal to the lesser of (x) the proportionate interest of the Company or a Restricted Subsidiary in an amount equal to the excess of (I) the total assets of such Subsidiary, valued on an aggregate basis at the lesser of book value and Fair Market Value thereof, over (II) the total liabilities of such Subsidiary, determined in accordance with GAAP, and (y) the Designation Amount at the time of such Subsidiary’s designation as an Unrestricted Subsidiary, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary$17 million, the lesser of minus (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (iiF) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent all Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due Restricted Payments referred to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this in clause (iii) of paragraph (ab) when madebelow) made after February 1, 1999 through May 4, 1999. (b) The provisions clauses (ii) and (iii) of Section 4.04(aparagraph (a) shall will not prohibit: (1i) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of its declaration thereof, if such dividend could have been made on the date of its declaration the payment would have complied with without violation of the provisions of this the Indenture; (2ii) the making repurchase, redemption or retirement of any Restricted Payment shares of Capital Stock of the Company in exchange for, or out of the net proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to a Subsidiary of the Parent or any Company) of, other shares of its Subsidiaries);Qualified Stock; and (3iii) the repurchasepurchase, redemption, defeasance redemption or other acquisition acquisition, cancellation or retirement for value of Subordinated Indebtedness Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock, of the Parent Company or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors officers or employees or former officers, directors officers or employees of the Company or any Subsidiary (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth ) not to exceed $10 million in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; since May 4, 1999; provided, however, that each Restricted Payment described in clauses (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7i) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale (ii) of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) this sentence shall increase be taken into account for purposes of computing the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The aggregate amount of all Restricted Payments pursuant to clause (iii) of the immediately preceding paragraph. (c) For purposes of determining the aggregate and permitted amounts of Restricted Payments made, the amount of any guarantee of any Investment in any Person that was initially treated as a Restricted Payment and which was subsequently terminated or expired, net of any amounts paid by the Company or any Restricted Subsidiary in respect of such guarantee, shall be deducted. (d) In determining the “Fair Market Value of Property” for purposes of clause (iii) of paragraph (a), Property other than cash, Cash Equivalents and Marketable Securities shall be deemed to be equal in value to the “equity value” of the Capital Stock or other securities issued in exchange therefor. The equity value of such Capital Stock or other securities shall be equal to (i) will be the Fair Market Value number of shares of Common Equity issued in the transaction (or issuable upon conversion or exercise of the Capital Stock or other securities issued in the transaction) multiplied by the closing sale price of the Common Equity on its principal market on the date of the Restricted Payment transaction (less, in the case of Capital Stock or other securities which require the payment of consideration at the time of conversion or exercise, the aggregate consideration payable thereupon) or (ii) if the Common Equity is not then traded on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market, or if the Capital Stock or other securities issued in the transaction do not consist of Common Equity (or Capital Stock or other securities convertible into or exercisable for Common Equity), the value (if more than $10 million) of such Capital Stock or other securities as determined by a nationally recognized investment banking firm retained by the Board of Directors of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted PaymentCompany.

Limitations on Restricted Payments. (a) The Parent No Loan Party shall, nor shall not, and shall not it permit any Restricted Domestic Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment unlessPayment, except: (1a) any Loan Party or any Non-Loan Party may declare and pay dividends in shares of its own Capital Stock; (b) any Subsidiary of any Loan Party may pay dividends to such Loan Party; (c) Non-Loan Parties may make Restricted Payments to Loan Parties and to other Non-Loan Parties; (d) the Company may redeem, retire or otherwise acquire shares of its Capital Stock or options or other equity or phantom equity in respect of its Capital Stock from present or former officers, employees, directors or consultants (or their family members or trusts or other entities for the benefit of any of the foregoing) or make severance payments to such Persons in connection with the death, disability or termination of employment or consultancy of any such officer, employee, director or consultant; and (e) the Company may declare and pay cash dividends to the holders of its Capital Stock and the Company and each of its Domestic Subsidiaries may repurchase, redeem, retire or otherwise acquire for value any of its Capital Stock; provided that immediately before and after giving effect to the payment of such dividends or such repurchase, redemption, retirement or acquisition, (i) no Default or Event of Default shall have occurred and be continuing at the time of or immediately would result therefrom and (ii) either: (A) both 30-Day Excess Availability and Excess Availability (calculated on a pro forma basis after giving effect to the payment of such Restricted Payment;dividends or such repurchase, redemption, retirement or acquisition) shall not be less than $300,000,000; or (2B) immediately (1) both 30-Day Excess Availability and Excess Availability (calculated on a pro forma basis after giving effect to such Restricted Payment, the Parent could incur at least $1.00 of additional Indebtedness pursuant to the Ratio Exception; and (3) the amount payment of such Restricted Paymentdividends or such repurchase, when added to the aggregate amount of all other Restricted Payments made after November 8redemption, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), retirement or (7)), does not exceed the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) from the issuance and sale of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(aacquisition) shall not prohibit: be less than twenty-five percent (125%) of the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; Aggregate Commitment and (2) the making of any Restricted Payment in exchange for, Company shall have a Fixed Charge Coverage Ratio equal to or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests greater than 1.10 to 1.00 (other than calculated on a pro forma basis after giving effect to the Parent payment of such dividends or any of its Subsidiaries); (3) the such repurchase, redemption, defeasance retirement or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estatesacquisition), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment.

Limitations on Restricted Payments. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessunless at the time of such Restricted Payment: (1) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment;shall occur as a consequence thereof; and (2) immediately after giving effect to making such Restricted Payment, Payment the Parent could incur at least $1.00 of additional Indebtedness pursuant to the Ratio Exception; and (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), does not exceed the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall Leverage Test would be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) from the issuance and sale of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) satisfied. The foregoing provisions of Section 4.04(a) shall will not prohibit: (1) the payment by the Parent Issuer or any Restricted Subsidiary of any dividend or similar distribution the consummation of any irrevocable redemption within 60 days after the date of declaration thereofthereof or giving the notice of the redemption, if on the date of declaration or notice the payment would have complied with the provisions of this IndentureIndenture (assuming, in the case of redemption, the giving of the notice would have been deemed to be a Restricted Payment at such time and such deemed Restricted Payment would have been permitted at such time); (2) the making redemption of any Restricted Payment Equity Interests of the Issuer in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries)Interests; (3) the purchase, repurchase, redemption, defeasance defeasance, retirement for value or other acquisition or retirement for value of Subordinated Indebtedness of the Parent Issuer or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the issuance and sale of Qualified Equity Interests within the preceding six months, (b) in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 4.05 and the other terms of this Indenture, (c) upon a Change of Control or in connection with a sale of assets to the extent required by the agreement governing such Subordinated Indebtedness but only if the Issuer shall have complied with Section 4.14 (to the extent applicable) and purchased all Notes validly tendered pursuant to the relevant offer prior to redeeming such Subordinated Indebtedness or (d) deemed to occur as a result of the conversion of all or a portion of such Subordinated Indebtedness into Equity Interests of the Issuer; (4) the repurchase, redemption, defeasance redemption or other acquisition or retirement for value of by the Issuer of, Equity Interests of the Parent Issuer held by officers, directors or employees or former officers, directors or employees of the Issuer and any Restricted Subsidiary (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Dateservice; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 10.0 million during any calendar yeartwelve consecutive months (with unused amounts in any period being carried over to succeeding periods); provided, further, that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from any current or former officer, director or employee (or any permitted transferees thereof) of the Issuer or any of its Restricted Subsidiaries (or any direct or indirect parent company thereof), in connection with a repurchase of Equity Interests of the Issuer from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of this Indenture; (5) repurchases of Equity Interests deemed to occur (a) upon the exercise of stock options options, warrants, or stock appreciation similar rights if the Equity Interests represents represent all or a portion of the exercise price thereofthereof or (b) in connection with the satisfaction of any withholding tax obligations incurred relating to the vesting or exercise of stock options, warrants, restricted stock units or similar rights; (6) any Restricted Payment made out of the repurchase net cash proceeds of the substantially concurrent sale of, or made by exchange for, Qualified Equity Interests upon vesting of restricted stock, restricted the Issuer (other than Qualified Equity Interests issued or sold to a Restricted Subsidiary of the Issuer or an employee stock units, performance share units ownership plan or similar equity incentives to satisfy tax withholding a trust established by the Issuer or similar tax obligations with respect thereto; orany of its Restricted Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Issuer from its stockholders; (7) Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for current or former directors, management, employees or consultants of the Issuer and its Restricted Subsidiaries; (8) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries that complies with the provisions of Section 5.01; provided that, as a result of such consolidation, merger or transfer of assets, the Issuer has made or will make a Change of Control Offer pursuant to Section 4.14 (if required) and any notes tendered in connection therewith have been or will be repurchased; (9) other Restricted Payments not otherwise permitted under this Indenture in an aggregate amountamount from and after the Issue Date not to exceed the greater of $100.0 million or 5.0% of Total Assets, when taken together with all calculated as of the date on which any Restricted Payment pursuant to this clause (9) is made; (10) Restricted Payments made in connection with the Match Transactions; and (11) Restricted Payments to any member of the IAC Group that is a direct or indirect parent of the Issuer: (a) the proceeds of which will be used to pay the consolidated, combined or similar income tax liability of such parent’s income tax group that is attributable to the income of the Issuer or its Subsidiaries; provided that (x) no such payments with respect to any taxable year shall exceed the amount of such income tax liability that would have been imposed on the Issuer and/or the applicable Subsidiaries had such entity(ies) filed on a stand-alone basis and (y) any such payments attributable to an Unrestricted Subsidiary shall be limited to the amount of any cash paid by such Unrestricted Subsidiary to the Issuer or any Restricted Subsidiary for such purpose; and (b) Permitted Parent Payments; provided that in the case of any Restricted Payment pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2clause (3) or (37) above, no Default shall increase the have occurred and be continuing or occur as a consequence thereof. For purposes of this covenant, if a particular Restricted Payments BasketPayment involves a non-cash payment, except including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the extent the proceeds thereof exceed the amounts used cash portion of such Restricted Payment, if any, plus an amount equal to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the non-cash portion of such Restricted Payment. In addition, for purposes of determining compliance with this covenant, in the event of a (x) Permitted Investment or (y) Restricted Payment that meets the criteria of more than one of the asset(s) types of Restricted Payments described above or securities proposed Permitted Investments described in the definition of “Permitted Investment,” in either case, the Issuer may order and classify, and from time to be transferred time may reclassify, such Restricted Payment or issued by Permitted Investment if that classification would have been permitted at the Parent time such Restricted Payment or a Restricted Subsidiary Permitted Investment was made or at the time of the Parent, as the case may be, pursuant to the Restricted Paymentreclassification.

Limitations on Restricted Payments. (a) The Parent shall Hovnanian and the Issuer will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment; (2ii) immediately after giving effect to such Restricted Payment, Hovnanian could incur at least $1.00 of Indebtedness pursuant to Section 3.05(a) hereof; and (iii) immediately after giving effect to such Restricted Payment, the Parent could incur at least $1.00 of additional Indebtedness pursuant to the Ratio Exception; and (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments (including the Fair Market Value of any non-cash Restricted Payment) declared or made after November 8May 4, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), 1999 does not exceed the sum (the “Restricted Payments Basket”) of (without duplication):of: (A) 50% of the Consolidated Net Income for of Hovnanian on a cumulative basis during the period (taken as one accounting period) from October and including February 1, 2012 to 1999 and including ending on the last day of the Hovnanian’s fiscal quarter ended immediately prior to preceding the date of such calculation for which consolidated financial statements are available Restricted Payment (or, if or in the event such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or of and the Fair Market Value of Property received by Hovnanian from (as determined by 1) any capital contribution to Hovnanian after February 1, 1999 or any issue or sale after February 1, 1999 of Qualified Stock (other than to any Subsidiary of Hovnanian) and (2) the Board of Directors of Parent) issue or sale after February 1, 1999 of any assets to be used in a Permitted Business received by Indebtedness or other securities of Hovnanian convertible into or exercisable for Qualified Stock of Hovnanian that have been so converted or exercised, as the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) from the issuance and sale of Qualified Equity Interests after November 8, 2012case may be, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as constituting a Restricted Payment made after November 8May 4, 20121999, an amount (to the extent not included in the computation calculation of Consolidated Net IncomeIncome referred to in (A)) equal to the lesser of (ix) the return of capital with respect to such Investment (including by dividend, distribution or sale of Capital Stock) and (iiy) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition or repayment of such Investment (to the extent not included in the calculation of Consolidated Net Income referred to in (A)), plus (D) with respect to any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary after May 4, 1999, in accordance with the definition of Unrestricted Subsidiary (so long as the designation of such Subsidiary as an Unrestricted Subsidiary was treated as a Restricted Payment made after the Issue Date, and net only to the extent not included in the calculation of taxesConsolidated Net Income referred to in (A)), an amount equal to the lesser of (x) the proportionate interest of Hovnanian or a Restricted Subsidiary in an amount equal to the excess of (I) the total assets of such Subsidiary, valued on an aggregate basis at the lesser of book value and Fair Market Value thereof, over (II) the total liabilities of such Subsidiary, determined in accordance with GAAP, and (y) the Designation Amount at the time of such Subsidiary’s designation as an Unrestricted Subsidiary, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary$17 million, the lesser of minus (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (iiF) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent all Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due Restricted Payments referred to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this in clause (iii) of paragraph (ab) when madebelow) made after February 1, 1999 through May 4, 1999. (b) The provisions Clauses (ii) and (iii) of Section 4.04(aparagraph (a) shall will not prohibit: (1i) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of its declaration thereof, if such dividend could have been made on the date of its declaration the payment would have complied with without violation of the provisions of this the Indenture; (2ii) the making repurchase, redemption or retirement of any Restricted Payment shares of Capital Stock of Hovnanian in exchange for, or out of the net proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any a Subsidiary of its Subsidiaries);Hovnanian) of, other shares of Qualified Stock; and (3iii) the repurchasepurchase, redemption, defeasance redemption or other acquisition acquisition, cancellation or retirement for value of Subordinated Indebtedness Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock, of the Parent Hovnanian or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors officers or employees or former officers, directors officers or employees of Hovnanian or any Subsidiary (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth ) not to exceed $10 million in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar yearsince May 4, 1999; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment.

Limitations on Restricted Payments. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessif at the time of such Restricted Payment: (1) no Default or Event of a Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Paymentshall occur as a consequence thereof; (2) immediately after giving effect to such Restricted Payment, the Parent could Issuer cannot incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; andor (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 the Issue Date (other than Restricted Payments made pursuant to Section 4.04(b) clauses (2), (3), (4), (5), (6), (7) or (78) of Section 4.11(b)), does not exceed exceeds the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 commencing on the first day of the fiscal quarter in which the Issue Date occurs to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent Issuer either (x) as contributions to the common equity of the Parent Issuer after November 8, 2012 the Issue Date or (y) from the issuance and sale of Qualified Equity Interests after November 8the Issue Date, 2012other than (A) any such proceeds which are used to redeem Notes in accordance with paragraph 6(c) of the Notes or (B) any such proceeds or assets received from a Subsidiary of the Issuer, plus (C) the aggregate amount by which Indebtedness of incurred by the Parent Issuer or any Restricted Subsidiary subsequent to the Issue Date is reduced on the ParentIssuer’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the ParentIssuer) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent Issuer or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012the Issue Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) 100% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash or other property (valued at the Fair Market Value thereof) as the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the ParentIssuer’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the ParentIssuer’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) Basket and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The foregoing provisions of Section 4.04(a) shall not prohibit: (1) the payment by the Parent Issuer or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this IndentureIndenture ; (2) the making redemption of any Equity Interests of the Issuer or any Restricted Payment Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries)Interests; (3) other than pursuant to clause (8) below, the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value redemption of Equity Interests of the Parent Issuer held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Dateservice; provided that the aggregate cash consideration paid for all such redemptions shall not exceed (A) $4,000,000 5.0 million during any calendar year (with unused amounts being available to be used in the following calendar year, but not in any succeeding calendar year) plus (B) the amount of any net cash proceeds received by or contributed to the Issuer from the issuance and sale after the Issue Date of Qualified Equity Interests of the Issuer to its officers, directors or employees that have not been applied to the payment of Restricted Payments pursuant to this clause (3), plus (C) the net cash proceeds of any “key-man” life insurance policies that have not been applied to the payment of Restricted Payments pursuant to this clause (3); (54) repurchases of Equity Interests that occur or are deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (5) Restricted Payments pursuant to the Transactions; (6) Restricted Payments if after giving effect thereto the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives Issuer’s Net Leverage Ratio is not greater than 3.0 to satisfy tax withholding or similar tax obligations with respect thereto; or1.0; (7) other Restricted Payments in an aggregate amount, when taken together with all amount not to exceed $50.0 million less the amount of any Restricted Payments (as defined in the Senior Notes Indenture) deemed made on or after the Reference Date and on or prior to the Issue Date pursuant to Section 4.11(b)(7) of the Senior Notes Indenture; provided that Restricted Payments made pursuant to this Section 4.04(b)(7clause (7) and then outstanding, does shall not exceed $20,000,000. 25.0 million in the aggregate in any twelve-month period; or (8) the purchase or retirement of Class B Common Stock of the Issuer from any Permitted Holder in an aggregate amount not to exceed $10.0 million in any twelve-month period; provided that no proceeds from the issuance and sale of Qualified Equity Interests used to make a payment pursuant to Section 4.04(b)(2clause (2) or (33)(B) above shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment.

Limitations on Restricted Payments. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessunless at the time of such Restricted Payment: (1) no Default or Event of Default shall have occurred and be continuing at the time of or immediately shall occur as a consequence thereof; and (2) after giving effect to such Restricted Payment; (2) immediately after giving effect to such Restricted Payment, incurrence and the Parent could incur at least $1.00 application of additional Indebtedness pursuant to proceeds therefrom the Ratio Exception; and (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), does not exceed the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall Leverage Test would be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) from the issuance and sale of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) satisfied. The foregoing provisions of Section 4.04(a) shall will not prohibit: (1) the payment by the Parent Issuer or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) the making redemption of any Equity Interests of the Issuer or any Restricted Payment Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than provided that any transfers of the Equity Interests of the Issuer will be subject to the provisions of the Parent or any of its SubsidiariesPledge Agreement); (3) the repurchase, redemption, defeasance or other acquisition or retirement for value redemption of Subordinated Indebtedness of the Parent Issuer or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (provided that any transfers of the Equity Interests of the Issuer will be subject to the provisions of the Parent Pledge Agreement), (b) in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 4.06 and the other terms of this IndentureIndenture or (c) upon a Change of Control or in connection with a sale of assets to the extent required by the agreement governing such Subordinated Indebtedness but only if the Issuer shall have complied with Section 4.20 and purchased all Notes validly tendered pursuant to the relevant offer prior to redeeming such Subordinated Indebtedness; (4) (x) prior to the repurchaseconsummation of an initial public offering, redemptionpayments to Parent to permit Parent, defeasance and which are used by Parent or other acquisition or retirement for value (y) after the consummation of an initial public offering, payments by the Issuer, to redeem Equity Interests of Parent or the Parent Issuer, as the case may be, held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Dateservice; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 25.0 million during any calendar yeartwelve consecutive months; (5) payments permitted pursuant to clause (3) of Section 4.09; (6) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents represent a portion of the exercise price thereof; (67) [Reserved]; (8) payments by the repurchase Issuer to Parent or its subsidiaries to the extent necessary to pay principal and interest when due in respect of Equity Interests upon vesting Indebtedness of restricted stockParent and its subsidiaries; (9) Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for directors, restricted stock unitsmanagement, performance share units employees or similar equity incentives to satisfy tax withholding or similar tax obligations with respect theretoconsultants of the Issuer and its Subsidiaries; or (710) other Restricted Payments in an aggregate amount, when taken together with all amount from and after the Issue Date not to exceed $50.0 million; provided that in the case of any Restricted Payments made Payment pursuant to this Section 4.04(b)(7) and then outstandingclause (3), does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) (8) or (310) above, no Default shall increase the have occurred and be continuing or occur as a consequence thereof. For purposes of this covenant, if a particular Restricted Payments BasketPayment involves a non-cash payment, except including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the extent the proceeds thereof exceed the amounts used cash portion of such Restricted Payment, if any, plus an amount equal to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment non-cash portion of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the such Restricted Payment.

Limitations on Restricted Payments. (a) The Parent shall Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless:if, at the time of such Restricted Payment or after giving effect thereto, (1a) no a Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment;would occur as a result thereof; or (2b) immediately after giving effect the Bank would fail to meet any of the applicable capital requirements under 12 C.F.R. Part 565 (or any other successor provision) which are necessary to enable the Bank to qualify as a "well capitalized" institution under such Restricted Payment, the Parent could incur at least $1.00 of additional Indebtedness pursuant to the Ratio Exceptionregulations; andor (3c) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments (the amount of such payments, if other than in cash, having been determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution filed with the Trustee) declared and made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), does not the issue date of the Notes would exceed the sum (the “Restricted Payments Basket”) of (without duplication):of (Ai) 5033 1/3% of the aggregate Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be is a deficit, minus 100% of such deficit) of the Company accrued on a cumulative basis during the period beginning on the first day of the fiscal quarter during which the issue date of the initial series of Notes issued under this Indenture occurred and ending on the last day of the Company's last fiscal quarter ending prior to the date of such proposed Restricted Payment, plus (ii) the aggregate deficitNet Cash Proceeds received by the Company as capital contributions (other than from a Subsidiary) after the issue date of the Notes issued under this Indenture, plus (iii) the aggregate Net Cash Proceeds and the Fair Market Value of property not constituting Net Cash Proceeds received by the Company from the issuance or sale (other than to a Subsidiary) of Qualified Capital Stock after the issue date of the initial series of Notes issued under this Indenture (except, in each case, to the extent such proceeds are used to purchase, redeem, defease, make sinking fund payments on or otherwise acquire or retire for value Junior Indebtedness as set forth in clause (a) of the definition of Permitted Payment herein), plus (Biv) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) amount of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) from the issuance and sale of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent Company or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary that is converted into or exchanged for Qualified Capital Stock of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less Company after the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case issue date of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments Notes issued under this Section 4.04(a)(E) and were Indenture; provided, however, that the foregoing provisions will not previously repaid or otherwise reduced, plus prevent (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(a) shall not prohibit: (1v) the payment by the Parent or any Restricted Subsidiary of any a dividend or similar distribution within 60 days after the date of its declaration thereof, if on at the date of declaration such payment was permitted by the payment would have complied foregoing provisions, (w) any Permitted Payment, (x) Tax Sharing Payments by the Company pursuant to any Tax Sharing Agreement among the Company and its Subsidiaries which is in accordance with the provisions of this Indenture; applicable OTS requirements, (2y) the making of any Restricted Payment in exchange for, or out prepayment of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries); (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest Senior Notes due 2000 outstanding as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases date of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion this Indenture in accordance with their terms within 30 days after issuance of the exercise price thereof; Notes or (6z) the repurchase redemption of Equity Interests upon vesting the 270 shares of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale Series A Preferred Stock outstanding as of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment this Indenture in accordance with their terms within 30 days after issuance of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted PaymentNotes.

Limitations on Restricted Payments. (a) The Parent Company Parties shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessother than: (1a) any dividend or other distribution on account of any Capital Stock of the Parent now or hereafter outstanding which is payable solely in shares of the same class of Capital Stock; provided, that, if elected by a holder, other than a Designated Shareholder, of Parent’s Series B 7% Cumulative Preferred Stock, Parent may pay dividends with respect to such preferred stock in cash in an amount not to exceed the amount provided for pursuant to Parent’s Organizational Documents establishing such preferred stock as in effect on the date hereof, so long as no Default or Event of Default shall have occurred and be continuing at the time of or immediately before and after giving effect to such Restricted Paymentpayment. (b) the issuance by the Parent of shares of Capital Stock of the Parent issuable upon exercise of the Warrant; (2c) immediately after giving effect distributions to such Restricted Payment, any Company; provided that any distribution to the Parent could incur at least $1.00 of additional Indebtedness pursuant to the Ratio Exception; and (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), does shall not exceed the sum amount necessary to enable the Parent to (the “Restricted Payments Basket”i) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 to pay taxes when due and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received owing by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) from the issuance and sale of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case ordinary course of the disposition or repayment of or return on any Investment that was treated its business as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignationholding company, and (ii) the aggregate amount pay its reasonable general administrative costs and expenses including in respect of taxes and other fees required to maintain its existence and administrative, legal and accounting services provided by third parties; (d) repurchases or redemptions of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid Capital Stock of Parent held by its employees, officers or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment directors pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(a) shall not prohibit: (1) any employee stock ownership plan thereof which are made upon the payment by the Parent termination, retirement or any Restricted Subsidiary death of any dividend such employee, officer or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied director (as applicable) in accordance with the provisions of this Indenturesuch plan so long as the aggregate amount paid in connection with such repurchases or redemptions does not exceed $100,000 in any fiscal year of Parent; (2e) the making so long as no Default or Event of any Restricted Payment Default shall have occurred and be continuing, payments to Bxxxxx International Charitable Foundation Corp., a New Jersey corporation, in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than an amount not to the Parent or any of its Subsidiaries); (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary exceed $50,000 in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during in any calendar year; (5) repurchases fiscal year of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect theretoParent; or (7f) Restricted Payments payments to Exxxxx X. Xxxxx made in an aggregate amountthe amount of, when taken together with all Restricted Payments and to enable Exxxxx X. Xxxxx to pay, income taxes assessed on awards of Capital Stock of Parent made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale Exxxxx X. Xxxxx in lieu of Qualified Equity Interests pursuant cash compensation payable to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, Exxxxx X. Xxxxx pursuant to the Restricted PaymentKxxxx Employment Agreement; provided, that, the aggregate amount so paid to Exxxxx X. Xxxxx shall not exceed the aggregate compensation amount that would have been paid to Exxxxx X. Xxxxx pursuant to the Kxxxx Employment Agreement if the entirety of such compensation amount had been paid in cash.

Limitations on Restricted Payments. Until the Notes are rated Investment Grade by both Rating Agencies, after which time the following covenant no longer shall be binding on the Company or any Restricted Subsidiary: (a) The Parent shall not, and shall not permit neither the Company nor any of its Restricted Subsidiary toSubsidiaries shall, directly or indirectly, make any Restricted Payment unlessPayment, if, after giving effect thereto on a pro forma basis: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment; (2) immediately after giving effect to such Restricted Payment, the Parent Company could incur at least not Incur $1.00 of additional Indebtedness pursuant to the Ratio Exception; andprovisions described in paragraph (b) of Section 5.02 hereof; (3ii) a Default or an Event of Default would occur or be continuing; or (iii) the aggregate amount of all Restricted Payments, including such proposed Restricted Payment, made by the Company and its Restricted Subsidiaries, from and after the Issue Date and on or prior to the date of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), does not shall exceed the sum (the “Restricted Payments Basket”) of (without duplication):of: (A) 50% of Consolidated Net Income of the Company for the period (taken as one accounting period) from October 1), 2012 commencing with the first full fiscal quarter which includes the Issue Date, to and including the last day of the fiscal quarter ended immediately prior to the date of such each calculation for which consolidated internal financial statements are available (or, if such Consolidated Net Income shall be a deficitfor such period is negative, then minus 100% of such aggregate deficit), ; plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) amount of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity Indebtedness of the Parent Company or a Restricted Subsidiary Incurred after November 8, 2012 the Issue Date that is converted into or (y) from exchanged for Qualified Capital Stock of the issuance and sale of Qualified Equity Interests Company after November 8, 2012, the Issue Date; plus (C) to the aggregate amount by which Indebtedness of the Parent or extent that any Restricted Subsidiary Investment made after the date of this First Supplemental Indenture is sold for cash or otherwise reduced on or liquidated or repaid for cash, in whole or in part, the Parent’s balance sheet upon lesser of (1) the conversion or exchange (other than by a Subsidiary cash return of the Parent) of Indebtedness issued subsequent capital with respect to November 8, 2012 into Qualified Equity Interests such Restricted Investment (less the cost of disposition, if any) and (2) the initial amount of any cash, or the fair value of assets, distributed by the Parent or any such Restricted Subsidiary upon such conversion or exchange), Investment; plus (D) in the case unless accounted for pursuant to clause (B) above, 100% of the disposition aggregate net proceeds (after payment of reasonable out-of-pocket expenses, commissions and discounts incurred in connection therewith) received by the Company from the sale or repayment issuance (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or return on prior to the date of such Restricted Payment; plus (E) with respect to any Investment Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary after the Issue Date in accordance with the definition of Unrestricted Subsidiary (so long as the designation of such Subsidiary as an Unrestricted Subsidiary was treated as a Restricted Payment made after November 8, 2012, an amount (the Issue Date and only to the extent not included in the computation calculation of Consolidated Net Income) ), an amount equal to the lesser of (ix) the return of capital book value in accordance with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost GAAP of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as Company’s or a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest Investment in such Subsidiary immediately following such RedesignationSubsidiary, and (iiy) the aggregate amount Designation Amount at the time of the Parentsuch Subsidiary’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, designation as an Unrestricted Subsidiary; plus (F) 100% of the principal amount of, ortax benefits, if issued at a discountany, for the accreted value ofperiod (taken as one accounting period), any guarantee commencing with the first full fiscal quarter which includes the Issue Date, realized by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to Company from stock option exercises and from the extent that such guarantee was treated as a Restricted Payment issuance of the Company’s Qualified Capital Stock pursuant to this paragraph equity-based employee benefit plans that are recorded as an increase to shareholders’ equity in accordance with GAAP; plus (aG) when made$50,000,000. (b) The provisions of Section 4.04(aforegoing clause (a) shall does not prohibit: (1i) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of its declaration thereof, if such dividend could have been made on the date of its declaration the payment would have complied in compliance with the provisions of this Indentureforegoing provisions; (2ii) the making payment of cash dividends or other distributions to any Equity Investor or joint venture participant of a Restricted Payment Subsidiary with respect to a class of Capital Stock of such Restricted Subsidiary or joint venture owned by such Equity Investor or joint venture participant so long as the Company or its Restricted Subsidiaries simultaneously receive a dividend or distribution with respect to their Investment in such Restricted Subsidiary or joint venture either in U.S. Legal Tender or the same form as the dividend or distribution received by such Equity Investor or joint venture participant and in proportion to their proportionate interest in the same class of Capital Stock of such Restricted Subsidiary (or in the case of a joint venture that is a partnership or a limited liability company, as provided for in the documentation governing such joint venture), as the case may be; (iii) repurchases or redemptions of Capital Stock of the Company from any former directors, officers and employees of the Company in the aggregate up to $3,000,000 during any calendar year (provided, however, that any amounts not used in any calendar year may be used in any subsequent year); or (iv) the retirement of Capital Stock of the Company or the retirement of Indebtedness of the Company, in exchange for, for or out of the proceeds of the a substantially concurrent issuance and sale of, Qualified Equity Interests (other than a sale to a Subsidiary of the Parent or any Company) of, other shares of its Subsidiaries); (3) Qualified Capital Stock and the repurchase, redemption, defeasance retirement of Capital Stock or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any a Restricted Subsidiary in exchange for, for or out of the proceeds of the a substantially concurrent incurrence ofsale of its Qualified Capital Stock, Refinancing Indebtedness permitted to be incurred under Section 4.03 provided that, in each case, the amount of any such proceeds is excluded for purposes of clause (a)(iii)(D) above. Any Restricted Payment made in accordance with clauses (i) and the other terms (iii) of this Indenture; paragraph shall reduce the Basket. In calculating the Basket, any Restricted Payment not made in cash and any non-cash amounts received for purposes of clause (4D) shall be valued at fair market value as determined in good faith by the repurchaseBoard of Directors, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent whose determination shall be conclusive and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations whose resolution with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) thereto shall increase the Restricted Payments Basket, except be delivered to the extent Trustee promptly after the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Paymentadoption thereof.

Limitations on Restricted Payments. (a) The Parent shall Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless:if, at the time of such Restricted Payment or after giving effect thereto, (1a) no a Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment;continuing; or (2b) immediately after giving effect the Company would fail to such Restricted Payment, maintain sufficient Liquid Assets to comply with the Parent could incur at least $1.00 terms of additional Indebtedness pursuant to the Ratio Exceptioncovenant set forth in Section 9.12 hereof; andor (3c) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments (the amount of such payments, if other than in cash, having been determined in good faith by the relevant Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution filed with the Trustee) declared and made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), does not the Issue Date would exceed the sum (the “Restricted Payments Basket”) of (without duplication):of: (Ai) 5025% of the aggregate Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be is a deficit, minus 100% of such aggregate deficit)) of the Company accrued on a cumulative basis during the period beginning on July 1, 1997 and ending on the last day of the Company's last fiscal quarter ending prior to the date of such proposed Restricted Payment; plus (Bii) the aggregate Net Cash Proceeds received by the Company as capital contributions (other than from a Subsidiary) after July 1, 1997; plus (iii) the aggregate Net Cash Proceeds and the Fair Market Value of property not constituting Net Cash Proceeds received by the Company from the issuance or sale (other than to a Subsidiary) of Qualified Capital Stock after the Issue Date; plus (iv) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) amount of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity Indebtedness of the Parent Company or a Subsidiary that is issued after November 8the Issue Date that is thereafter converted into or exchanged for Qualified Capital Stock of the Company; or (d) the Unsecured Debt Coverage Ratio for the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such Restricted Payment is less than 2.00 to 1.00, 2012 or determined after giving effect to such Restricted Payment; provided, however, that the foregoing provisions will not prevent (y) from the issuance and sale of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(a) shall not prohibit: (1) the payment by the Parent or any Restricted Subsidiary of any a dividend or similar distribution within 60 days after the date of its declaration thereof, if on at the date of declaration such payment was permitted by the payment would have complied with the foregoing provisions of this Indenture; (2) the making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries); (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3z) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted any Permitted Payment.

Limitations on Restricted Payments. Until the Notes are rated Investment Grade by both Rating Agencies, after which time the following covenant no longer shall be binding on the Company or any Restricted Subsidiary: (a) The Parent shall not, and shall not permit neither the Company nor any of its Restricted Subsidiary toSubsidiaries shall, directly or indirectly, make any Restricted Payment unlessPayment, if, after giving effect thereto on a pro forma basis: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment; (2) immediately after giving effect to such Restricted Payment, the Parent Company could incur at least not Incur $1.00 of additional Indebtedness indebtedness pursuant to the Ratio Exception; andprovisions described in paragraph (b) of Section 5.02 hereof; (3ii) a Default or an Event of Default would occur or be continuing; or (iii) the aggregate amount of all Restricted Payments, including such proposed Restricted Payment, made by the Company and its Restricted Subsidiaries, from and after the Issue Date and on or prior to the date of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), does not shall exceed the sum (the “Restricted Payments Basket”) of (without duplication):of: (A) 50% of Consolidated Net Income of the Company for the period (taken as one accounting period) from October 1), 2012 commencing with the first full fiscal quarter which includes the Issue Date, to and including the last day of the fiscal quarter ended immediately prior to the date of such each calculation for which consolidated internal financial statements are available (or, if such Consolidated Net Income shall be a deficitfor such period is negative, then minus 100% of such aggregate deficit), ; plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) amount of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity Indebtedness of the Parent Company or a Restricted Subsidiary Incurred after November 8, 2012 the Issue Date that is converted into or (y) from exchanged for Qualified Capital Stock of the issuance and sale of Qualified Equity Interests Company after November 8, 2012, the Issue Date; plus (C) to the aggregate amount by which Indebtedness of the Parent or extent that any Restricted Subsidiary Investment made after the date of this First Supplemental Indenture is sold for cash or otherwise reduced on or liquidated or repaid for cash, in whole or in part, the Parent’s balance sheet upon lesser of (1) the conversion or exchange (other than by a Subsidiary cash return of the Parent) of Indebtedness issued subsequent capital with respect to November 8, 2012 into Qualified Equity Interests such Restricted Investment (less the cost of disposition, if any) and (2) the initial amount of any cash, or the fair value of assets, distributed by the Parent or any such Restricted Subsidiary upon such conversion or exchange), Investment; plus (D) in the case unless accounted for pursuant to clause (B) above, 100% of the disposition aggregate net proceeds (after payment of reasonable out-of-pocket expenses, commissions and discounts incurred in connection therewith) received by the Company from the sale or repayment issuance (other than to a Subsidiary of the Company) of its Qualified Capital Stock after the Issue Date and on or return on prior to the date of such Restricted Payment; plus (E) with respect to any Investment Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary after the Issue Date in accordance with the definition of Unrestricted Subsidiary (so long as the designation of such Subsidiary as an Unrestricted Subsidiary was treated as a Restricted Payment made after November 8, 2012, an amount (the Issue Date and only to the extent not included in the computation calculation of Consolidated Net Income) ), an amount equal to the lesser of (ix) the return of capital book value in accordance with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost GAAP of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as Company’s or a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest Investment in such Subsidiary immediately following such RedesignationSubsidiary, and (iiy) the aggregate amount Designation Amount at the time of the Parentsuch Subsidiary’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, designation as an Unrestricted Subsidiary; plus (F) 100% of the principal amount of, ortax benefits, if issued at a discountany, for the accreted value ofperiod (taken as one accounting period), any guarantee commencing with the first full fiscal quarter which includes the Issue Date, realized by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to Company from stock option exercises and from the extent that such guarantee was treated as a Restricted Payment issuance of the Company’s Qualified Capital Stock pursuant to this paragraph equity-based employee benefit plans that are recorded as an increase to shareholders’ equity in accordance with GAAP; plus (aG) when made$50,000,000. (b) The provisions of Section 4.04(aforegoing clause (a) shall does not prohibit: (1i) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of its declaration thereof, if such dividend could have been made on the date of its declaration the payment would have complied in compliance with the provisions of this Indentureforegoing provisions; (2ii) the making payment of cash dividends or other distributions to any Equity Investor or joint venture participant of a Restricted Payment Subsidiary with respect to a class of Capital Stock of such Restricted Subsidiary or joint venture owned by such Equity Investor or joint venture participant so long as the Company or its Restricted Subsidiaries simultaneously receive a dividend or distribution with respect to their Investment in such Restricted Subsidiary or joint venture either in U.S. Legal Tender or the same form as the dividend or distribution received by such Equity Investor or joint venture participant and in proportion to their proportionate interest in the same class of Capital Stock of such Restricted Subsidiary (or in the case of a joint venture that is a partnership or a limited liability company, as provided for in the documentation governing such joint venture), as the case may be; (iii) repurchases or redemptions of Capital Stock of the Company from any former directors, officers and employees of the Company in the aggregate up to $3,000,000 during any calendar year (provided, however, that any amounts not used in any calendar year may be used in any subsequent year); (iv) the retirement of Capital Stock of the Company or the retirement in Indebtedness of the Company, in exchange for, for or out of the proceeds of the a substantially concurrent issuance and sale of, Qualified Equity Interests (other than a sale to a Subsidiary of the Parent or any Company) of, other shares of its Subsidiaries); (3) Qualified Capital Stock and the repurchase, redemption, defeasance retirement of Capital Stock or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any a Restricted Subsidiary in exchange for, for or out of the proceeds of the a substantially concurrent incurrence ofsale of its Qualified Capital Stock, Refinancing Indebtedness permitted to be incurred under Section 4.03 and provided that, in each case, the other terms amount of this Indenture; any such proceeds is excluded for purposes of clause (4a)(iii)(D) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect theretoabove; or (7v) Restricted Payments repurchases by the Company of Capital Stock of the Company (from Persons other than officers or directors of the Company) in an one or more open market and/or privately negotiated transactions of up to $85,000,000 in the aggregate amountat any time or from time to time on or before March 31, when taken together with all Restricted Payments 2002; provided that any such repurchases not made pursuant to this Section 4.04(b)(7clause (v) on or before March 31, 2002 may not be made at any subsequent time. Any Restricted Payment made in accordance with clauses (i) and then outstanding(iii) of this paragraph shall reduce the Basket. In calculating the Basket, does any Restricted Payment not exceed $20,000,000. provided that no issuance made in cash and sale any non-cash amounts received for purposes of Qualified Equity Interests pursuant to Section 4.04(b)(2) or clause (3D) shall increase be valued at fair market value as determined in good faith by the Restricted Payments BasketBoard of Directors, except whose determination shall be conclusive and whose resolution with respect thereto shall be delivered to the extent Trustee promptly after the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Paymentadoption thereof.”

Limitations on Restricted Payments. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, : (i) declare or pay any dividend or make any distribution on account of the Company's or any of its Subsidiaries' Equity Interests (other than (w) Physician Joint Venture Distributions, (x) divi- dends or distributions payable in Qualified Equity Interests of the Company, (y) dividends or distributions payable to the Company or any Subsidiary of the Company, and (z) dividends or distributions by any Subsidiary of the Company payable to all holders of a class of Equity Interests of such Subsidiary on a PRO RATA basis); (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company; or (iii) make any principal payment on, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Securities, except at the original final maturity date thereof or pursuant to a Specified Exchange or the Refinancing (all such payments and other actions set forth in clauses (i) through (iii) above being collectively referred to as "RESTRICTED PAYMENTS"), unless, at the time of and after giving effect to such Restricted Payment unless:(the amount of any such Restricted Payment, if other than cash, shall be the fair market value (as conclusively evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee within 60 days prior to the date of such Restricted Payment) of the asset(s) proposed to be transferred by the Company or such Subsidiary, as the case may be, pursuant to such Restricted Payment): (1a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (b) the Company would, at the time of or immediately such Restricted Payment and after giving PRO FORMA effect to thereto as if such Restricted Payment; (2) Payment had been made at the beginning of the most recently ended four full fiscal quarter period for which internal financial statements are available immediately after giving effect to preceding the date of such Restricted Payment, the Parent could have been permitted to incur at least $$ 1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio Exceptiontest set forth in the first paragraph of Section 3.09 hereof; and (3c) the amount of such Restricted Payment, when added to together with the aggregate amount of all other Restricted Payments made by the Company and its Subsidiaries after November 8March 1, 2012 1995 (other than excluding Restricted Payments made pursuant to Section 4.04(b) permitted by clauses (2ii), (3iii) and (iv) of the next succeeding paragraph), (4), (5), (6), or (7)), does not exceed is less than the sum (the “Restricted Payments Basket”) of (without duplication): (A1) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from October the beginning of the first fiscal quarter commencing after March 1, 2012 1995 to and including the last day end of the Company's most recently ended fiscal quarter ended immediately prior to the date of such calculation for which consolidated internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income shall be for such period is a deficit, minus less 100% of such aggregate deficit), plus PLUS (B2) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either Company from the issue or sale (x) as contributions other than to the common equity a Subsidiary of the Parent after November 8Company) since March 1, 2012 or (y) from the issuance and sale 1995 of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent Company or of debt securities of the Company or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion of its Subsidiaries that have been converted into or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into exchanged for such Qualified Equity Interests of the Company, PLUS (less the amount 3) $20.0 million. If no Default or Event of any cashDefault has occurred and is continuing, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated would occur as a consequence thereof, the foregoing provisions shall not prohibit the following Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of Payments: (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(a) shall not prohibit: (1) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the at said date of declaration the such payment would have complied with the provisions of this Indenturehereof; (2ii) the making payment of cash dividends on any Restricted Payment series of Disqualified Stock issued after the January 30, 1997 in exchange foran aggregate amount not to exceed the cash received by the Company since January 30, or out 1997 upon issuance of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries)such Disqualified Stock; (3iii) the redemption, repurchase, redemption, defeasance retirement or other acquisition or retirement for value of Subordinated Indebtedness any Equity Interests of the Parent Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of of, the substantially concurrent incurrence ofsale (other than to a Subsidiary of the Company) of Qualified Equity Interests of the Company; PROVIDED that the amount of any such net cash proceeds that are utilized for any such redemption, Refinancing Indebtedness permitted to repurchase, retirement or other acquisition shall be incurred under Section 4.03 and excluded from clause (c)(2) of the other terms of this Indenturepreceding paragraph; (4iv) the defeasance, redemption or repurchase of subordinated Indebtedness with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness or in exchange for or out of the net cash proceeds from the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Equity Interests of the Company; PROVIDED that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clause (c)(2) of the preceding paragraph; (v) the repurchase, redemption, defeasance redemption or other acquisition or retirement for value of any Equity Interests of the Parent Company or any Subsidiary of the Company held by officers, directors or employees or former officers, directors or employees any member of the Company's (or their transferees, estates any of its Subsidiaries') management pursuant to any management equity subscription agreement or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Datestock option agreement; provided PROVIDED that the aggregate cash consideration price paid for all such redemptions repurchased, redeemed, acquired or retired Equity Interests shall not exceed $4,000,000 during 15.0 million in any calendar year;twelve-month period; and (5vi) repurchases the making and consummation of Equity Interests deemed a Change of Control Offer with respect to occur upon the exercise of stock options Senior Subordinated Notes, the 2005 Senior Subordinated Notes or stock appreciation rights if the Equity Interests represents a portion 2005 Exchangeable Subordinated Notes in accordance with the provisions of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect indentures relating thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other Not later than cash) will be the Fair Market Value on the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment of is permitted and setting forth the asset(s) or securities proposed to be transferred or issued basis upon which the calculations required by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Paymentthis covenant were computed." SECTION 2.5 AMENDMENT TO SECTION 3.08.

Limitations on Restricted Payments. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessif at the time of such Restricted Payment: (1) no Default or Event of a Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Paymentshall occur as a consequence thereof; (2) immediately after giving effect to such Restricted Paymenttransaction on a pro forma basis, the Parent Issuer could not incur at least $1.00 of additional Indebtedness pursuant to the Ratio ExceptionSection 4.03(a); andor (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 the Issue Date (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or ) through (7) and (9) through (15)), does not exceed exceeds the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 the first day of the fiscal quarter in which Issue Date occurs to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parentthe Issuer) of any assets to be used in a Permitted Business received by the Parent Issuer either (x) as contributions to the common equity of the Parent Issuer after November 8, 2012 the Issue Date or (y) from the issuance and sale of Qualified Equity Interests after November 8, 2012the Issue Date (provided that such amount will not include any net cash proceeds from sales of Equity Interests to the extent utilized for any Restricted Payment pursuant to Section 4.04(b)(4)(a), plus (C) the aggregate amount by which Indebtedness of the Parent Issuer or any Restricted Subsidiary is reduced on the ParentIssuer’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the ParentIssuer) of Indebtedness issued subsequent to November 8, 2012 the Issue Date into Qualified Equity Interests (less the amount of any cash, cash or the fair value of assets, distributed by the Parent Issuer or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012the Issue Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the ParentIssuer’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the ParentIssuer’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E4.04(a)(3) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent Issuer or any Restricted Subsidiary incurred after November 8, 2012 the Issue Date that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(a) shall not prohibit: (1) the payment by the Parent Issuer or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) the making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent Issuer or any of its Subsidiaries); (3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent Issuer or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent Issuer held by officersany future, directors or employees present or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of the Issuer (or a direct or indirect parent thereof) or any Restricted Subsidiary, and any dividend payment or other distribution by the Issuer or a Restricted Subsidiary to a direct or indirect parent of the Issuer to the extent utilized for the repurchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests of such direct or indirect parent held by such future, present or former officer, director or employee (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy in each case, pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or petition for bankruptcy, death, disability, retirement, severance similar agreement or termination benefit plan of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Datekind; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during 5.0 million in any calendar year (with unused amounts in any calendar year being carried over to subsequent calendar years so long as the cash consideration applied to the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests pursuant to this clause (4) shall in no event exceed $10.0 million in any calendar year); provided further that such amount in any fiscal year may be increased by an amount not to exceed: (a) the net cash proceeds received by the Issuer or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Equity Interests) of the Issuer (or a direct or indirect parent thereof to the extent contributed to the Issuer) to officers, directors or employees of the Issuer or any Restricted Subsidiary of the Issuer (or any other direct or indirect parent of the Issuer) that occurs after the Issue Date; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will not increase the amount available for Restricted Payments pursuant to subsection (a)(3) of this Section 4.04; plus (b) the cash proceeds of key man life insurance policies received by the Issuer (or a direct or indirect parent thereof to the extent contributed to the Issuer) or any Restricted Subsidiary after the Issue Date to the extent actually used to repurchase, redeem, defease or otherwise acquire or retire the Equity Interests held by such key man; less (c) the amount of any Restricted Payments previously made pursuant to subsections (a) and (b) of this Section 4.04(b)(4); and provided further that cancellation of Indebtedness owing to the Issuer or any of its Restricted Subsidiaries from officers, directors, employees or consultants (or any permitted transferees thereof) of the Issuer or any Restricted Subsidiary (or a direct or indirect parent thereof) in connection with a repurchase of Equity Interests of the Issuer from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture; (5) the redemption of the 2017 Notes on the Issue Date as described in the Final Offering Memorandum under the heading “Use of Proceeds”; (6) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents represent a portion of the exercise price thereof; (67) the repurchase of Equity Interests upon vesting of restricted stock, stock restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; (8) the payment of dividends on the Issuer’s Qualified Equity Interests (other than preferred stock) (or the payment of any dividend to any parent of the Issuer to fund the payment by such parent of a dividend on such entity’s Qualified Equity Interests (other than preferred stock)) of up to 6% per annum of the net proceeds received by the Issuer from any public equity offering of such Qualified Equity Interests of the Issuer or contributed to the Issuer as common equity capital by any parent from any public equity offering of such Qualified Equity Interests of any direct or indirect parent of the Issuer (excluding public offerings of Qualified Equity Interests registered on Form S-8); (9) the distribution, as a dividend or otherwise, of Equity Interests of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, an Unrestricted Subsidiary (other than an Unrestricted Subsidiary the primary assets of which are cash and/or Cash Equivalents); (10) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Equity Interests of the Issuer or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Equity Interests of the Issuer or such Restricted Subsidiary, as the case may be, so long as such refinancing Disqualified Equity Interests is permitted to be incurred pursuant to Section 4.03 and constitutes Refinancing Indebtedness; (11) cash payments in lieu of the issuance of fractional shares of the Issuer’s Equity Interests upon the exercise, conversion or exchange of any stock options, warrants, other rights to purchase Equity Interests or other convertible or exchangeable securities or any other transaction otherwise permitted by this covenant; (12) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Equity Interests of the Issuer or any preferred stock of any Restricted Subsidiary of the Issuer issued on or after the date of the Indenture in accordance with the Ratio Exception described in Section 4.03(a); (13) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness (a) at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness in the event of a Change of Control in accordance with Section 4.09 or (b) at a purchase price not greater than 100% of the principal amount thereof in accordance with Section 4.06; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Issuer has made the Change of Control Offer or Asset Sale Offer, as applicable, as provided in such covenant with respect to the Securities and have completed the repurchase or redemption of all Securities validly tendered for payment in connection with such Change of Control Offer or Asset Sale Offer; (14) distributions for the purpose of making an Investment in a Joint Venture that, if such Investment were made by the Issuer, would be permitted to be made as a Permitted Investment under clause (20) of the definition of “Permitted Investment”; provided that, any such distributions made pursuant to this Section 4.04(b)(14) shall correspondingly permanently reduce the amounts available for investment under clause (20) of the definition of “Permitted Investment”; (15) payments on intercompany Indebtedness, the incurrence of which was permitted pursuant to Section 4.03; provided, however, that no Default or Event of Default has occurred and is continuing or would otherwise result therefrom; or (716) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(74.04(b)(16) and then outstanding, does not exceed $20,000,000. 15.0 million; provided that no issuance and sale of Qualified Equity Interests pursuant to Section Sections 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent Issuer or a Restricted Subsidiary of the ParentIssuer, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities (other than cash or Cash Equivalents) with a Fair Market Value of $10.0 million or more that are required to be valued by this Section 4.04 will be determined by the Board of Directors of the Issuer. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value of such asset or security exceeds $25.0 million. For purposes of determining compliance with this Section 4.04, in the event that a Restricted Payment or Permitted Investment meets the criteria of more than one of the types of Restricted Payments or Permitted Investments described in Section 4.04(b) or the definitions thereof, the Issuer, in its sole discretion, may order and classify, and later reclassify, such Restricted Payment or Permitted Investment if it would have been permitted at the time such Restricted Payment or Permitted Investment was made and at the time of any such reclassification.

Limitations on Restricted Payments. (a) The Parent shall Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unlessif at the time of such Restricted Payment: (1) no Default or Event of a Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Paymentshall occur as a consequence thereof; (2) immediately after giving effect to such Restricted Payment, the Parent could Company cannot incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; andor (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 the Issue Date (other than Restricted Payments made pursuant to Section 4.04(b) clause (2), (3), (4), ) or (5), (6), or (7) of Section 4.11(b)), does not exceed exceeds the sum (the “"Restricted Payments Basket”") of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 commencing on the first day of the first full fiscal quarter -53- commencing after the Issue Date to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent Company either (x) as contributions to the common equity of the Parent Company after November 8, 2012 the Issue Date or (y) from the issuance and sale of Qualified Equity Interests after November 8the Issue Date, 2012other than any such proceeds which are used to redeem Notes in accordance with paragraph 6(b) of the Notes, plus (C) the aggregate amount by which Indebtedness of incurred by the Parent Company or any Restricted Subsidiary subsequent to the Issue Date is reduced on the Parent’s Company's balance sheet upon the conversion or exchange (other than by a Subsidiary of the ParentCompany) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent Company or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012the Issue Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s Company's proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Company's Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) Basket and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The foregoing provisions of Section 4.04(a) shall will not prohibit: (1) the payment by the Parent Company or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) the making redemption of any Equity Interests of the Company or any Restricted Payment Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests; (3) the redemption of Subordinated Indebtedness of the Company or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests or (other than to the Parent or any of its Subsidiaries); (3b) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 4.10 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value redemption of Equity Interests of the Parent Company held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Dateservice; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 1.0 million during any calendar year;; or (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; ; provided that (6a) in the repurchase case of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) any Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made Payment pursuant to this Section 4.04(b)(7clause (3) above, no Default shall have occurred and then outstanding, does not exceed $20,000,000. provided that be continuing or occur as a consequence thereof and (b) no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2clause (2) or (3) above shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment.

Limitations on Restricted Payments. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any distribution on account of the Equity Interests of the Company or any of its Subsidiaries (other than (x) dividends or distributions payable in Qualified Equity Interests of the Company, (y) dividends or distributions payable to the Company or any Subsidiary of the Company, and (z) dividends or distributions by any Subsidiary of the Company payable to all holders of a class of Equity Interests of such Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company 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 original final maturity date thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment unless(the amount of any such Restricted Payment, if other than cash or Cash Equivalents, shall be the fair market value (as conclusively evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee within 60 days prior to the date of such Restricted Payment) of the asset(s) proposed to be transferred by the Company or such Subsidiary, as the case may be, pursuant to such Restricted Payment): -45- (a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (b) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the Reference Period immediately preceding the date of such Restricted Payment, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.9 hereof; and (c) such Restricted Payment, together with the aggregate of all other Restricted Payments made by the Company and its Subsidiaries after December 31, 1995 (excluding Restricted Payments permitted by clauses (ii), (iii), (iv) and (v) of the next succeeding paragraph), is less than the sum (without duplication) of (1) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after December 31, 1995 to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus (2) 100% of the aggregate net cash proceeds received by the Company from the issue or sale (other than to a Subsidiary of the Company) since December 31, 1995 of Qualified Equity Interests of the Company or of debt securities of the Company or any of its Subsidiaries that have been converted into or exchanged for such Qualified Equity Interests of the Company, plus(3) to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (A) the cash return of capital with respect to such Restricted Investment (net of taxes and the cost of disposition, if any) or (B) the initial amount of such Restricted Investment, plus (4) $20 million. The foregoing provisions shall not prohibit the following Restricted Payments: (i) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have otherwise complied with the provisions hereof; (ii) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company or any Subsidiary in exchange for, or out of the net cash proceeds of, the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Equity Interests of the Company; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clause (c)(2) of the preceding paragraph; (iii) the defeasance, redemption or repurchase of Subordinated Indebtedness with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness or in exchange for or out of the net cash proceeds from the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Equity Interests of the Company; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clause (c)(2) of the preceding paragraph; and (iv) any purchase or defeasance of Subordinated Indebtedness to the extent required upon a change of control or asset sale (as defined therein) by the indenture or other agreement or instrument pursuant to which such Subordinated Indebtedness was issued, but only if the Company (1) in the case of a Change of Control, has complied with its obligations under the provisions described under Section 4.13 of this Indenture or (2) in the case of an Asset Sale, has applied the Net Proceeds from such Asset Sale in accordance with the provisions under Sections 2.15 and 4.10 of this Indenture; provided, however, in the case of each of clauses (ii), (iii) and (iv) of this paragraph, no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment; (2) immediately after giving effect to such Payment or would occur as a consequence thereof. Not later than the date of making any Restricted Payment, the Parent could incur at least $1.00 of additional Indebtedness pursuant Company shall deliver to the Ratio Exception; and (3) the amount of Trustee an Officers' Certificate stating that such Restricted Payment, when added to Payment is permitted and setting forth the aggregate amount of all other Restricted Payments made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), does not exceed basis upon which the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined calculations required by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) from the issuance and sale of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and covenant were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when madecomputed. (b) The provisions of Section 4.04(a) shall not prohibit: (1) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) the making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries); (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment.

Limitations on Restricted Payments. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any distribution on account of the Equity Interests of the Company or any of its Subsidiaries (other than (x) dividends or distributions payable in Qualified Equity Interests of the Company, (y) dividends or distributions payable to the Company or any Subsidiary of the Company, and (z) dividends or distributions by any Subsidiary of the Company payable to all holders of a class of Equity Interests of such Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company 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 original final maturity date thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment unless:(the amount of any such Restricted Payment, if other than cash or Cash Equivalents, shall be the fair market value (as conclusively evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee within 60 days prior to the date of such Restricted Payment) of the asset(s) proposed to be transferred by the Company or such Subsidiary, as the case may be, pursuant to such Restricted Payment): (1a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (b) the Company would, at the time of or immediately such Restricted Payment and after giving pro forma effect to thereto as if such Restricted Payment; (2) immediately after giving effect to such Restricted Payment, Payment had been made at the Parent could incur at least $1.00 of additional Indebtedness pursuant to the Ratio Exception; and (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), does not exceed the sum (the “Restricted Payments Basket”) of (without duplication): (A) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2012 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus (B) 100% of the aggregate net cash proceeds or the Fair Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) from the issuance and sale of Qualified Equity Interests after November 8, 2012, plus (C) the aggregate amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus (D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus (F) 100% of the principal amount beginning of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph (a) when made. (b) The provisions of Section 4.04(a) shall not prohibit: (1) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; (2) the making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries); (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represents a portion of the exercise price thereof; (6) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. provided that no issuance and sale of Qualified Equity Interests pursuant to Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment.