Common use of Limitations on Transactions with Affiliates Clause in Contracts

Limitations on Transactions with Affiliates. So long as any of the Securities remain outstanding, neither the Issuer nor any of its Subsidiaries will directly or indirectly enter into any transaction or series of related transactions involving aggregate consideration in excess of $1,000,000 in any fiscal year with any Affiliate or holder of 5% or more of any class of Capital Stock of the Issuer (including any Affiliates of such holders) except for any transaction (including any loans or advances by or to any Affiliate) (i) the terms of which are fair and reasonable to the Issuer or such Subsidiary, as the case may be, and are at least as favorable as the terms which could be obtained by the Issuer or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer and (ii) which has been approved by a majority of the Issuer's directors (including a majority of the Issuer's independent directors, if any) in the exercise of their fiduciary duties; provided that any such transaction shall be conclusively deemed to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority of the Board of Directors (including a majority of the Issuer's independent directors, if any). This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; (b) any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an agreement in existence on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint Venture.

Limitations on Transactions with Affiliates. So long as The Issuers shall not, and shall not permit any of the Securities remain outstandingtheir Restricted Subsidiaries to, neither the Issuer nor make any payment to, or sell, lease, transfer or otherwise dispose of any of its Subsidiaries will directly properties or indirectly assets to, or purchase any property (except Development Property) or assets from, or enter into or make or amend (for the purpose of increasing the obligations of either Issuer or their Restricted Subsidiaries thereunder or decreasing the obligations of any Affiliate thereunder without a commensurate decrease of the obligations of such Issuer or such Restricted Subsidiary thereunder) any contract, agreement, understanding, loan, advance or guaranty with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless (i) such Affiliate Transaction is on terms that are no less favorable to such Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction with an unrelated Person and (ii) such Issuer delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related transactions Affiliate Transactions involving aggregate consideration in excess of $1,000,000 in any fiscal year with any Affiliate or holder of 5% or more of any class of Capital Stock 1.0 million, a resolution of the Issuer (including any Affiliates of Management Committee set forth in an Officers’ Certificate certifying that such holders) except for any transaction (including any loans or advances by or to any Affiliate) Affiliate Transaction complies with clause (i) the terms of which are fair above and reasonable to the Issuer or that such Subsidiary, as the case may be, and are at least as favorable as the terms which could be obtained by the Issuer or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer and (ii) which Transaction has been approved unanimously by the Management Committee and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Company of such Affiliate Transaction from a majority financial point of the Issuer's directors (including a majority view issued by an accounting, appraisal or investment banking firm of the Issuer's independent directors, if any) in the exercise of their fiduciary dutiesnational standing; provided that (1) any such transaction shall be conclusively deemed to be compensation paid to, indemnity provided on terms which are fair and reasonable to behalf of, or employment agreement entered into with, any officer or director of the Issuer Issuers or any of its their Restricted Subsidiaries in the ordinary course of business, (2) transactions between or among the Issuers and on terms which their Restricted Subsidiaries, (3) Restricted Payments, Permitted Investments and other payments and distributions that are at least as favorable as permitted by the terms which could be obtained on an arm's length basis with Persons who are not such a holderprovisions of Section 4.05, an Affiliate of such holder or Affiliate (4) the Company’s execution, delivery and performance of the Issuer if such transaction is approved Shreveport Management Agreement and the Shreveport License Agreement and (5) the Company’s receipt from NGA AcquisitionCo LLC, a Nevada limited liability company (“NGA”) of $31,133,250 principal amount of First Mortgage Notes due 2012 co-issued by Eldorado Casino Shreveport Joint Venture, a majority Louisiana general partnership, and Shreveport Capital Corporation, a Louisiana corporation (the “Shreveport Notes”), in exchange for the issuance to NGA of a new 14.47% Equity Interest in the Company, and the payment by the Company to NGA in cash of the Board of Directors (including a majority of accrued and unpaid interest on the Issuer's independent directors, if any). This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; (b) any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an agreement in existence on Shreveport Notes being exchanged through the date of the Indenture exchange or, in lieu of such cash payment, adjustment of the principal amount of Shreveport Notes to be exchanged by NGA, all in accordance with the terms of the Amended and included Restated Purchase Agreement, dated as an exhibit of July 20, 2007, by and among the Company, NGA and Xxxxxx X. Xxxxxx, in each case, shall not be deemed to the Issuer's Exchange Act Reports; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with be an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint VentureTransaction.

Limitations on Transactions with Affiliates. So long as any of the Securities remain outstanding, neither the Issuer nor any of its Subsidiaries will directly or indirectly enter into any transaction or series of related transactions involving aggregate consideration in excess of $$ 1,000,000 in any fiscal year with any Affiliate or holder of 5% or more of any class of Capital Stock of the Issuer other than the Series C Preferred Stock (including any Affiliates of such holders) except for any transaction (including any loans or advances by or to any Affiliate) (i) the terms of which are fair and reasonable to the Issuer or such Subsidiary, as the case may be, and are at least as favorable as the terms which could be obtained by the Issuer or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer and (ii) which has been approved by a majority of the Issuer's directors (including a majority of the Issuer's independent directors, if any) in the exercise of their fiduciary duties; provided that any such transaction shall be conclusively deemed to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's arms length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority of the Board of Directors (including a majority of the Issuer's independent directors, if any). If the Issuer or any Subsidiary enters into a transaction with an Affiliate (or a series of related transactions with Affiliates related to a common plan) that involves an aggregate fair market value of more than $10 million, the Issuer or such Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transactions to the Issuer or the relevant Subsidiary, as the case may be, from a financial point of view from an independent nationally recognized investment banking firm and deliver same to the Trustee. This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; provided that such transactions are not prohibited by other provisions of this Indenture; (b) any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an agreement in existence on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint Venture; and (f) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors or employees of the Issuer or any Subsidiary of the Issuer as determined in good faith by the Issuer's Board of Directors.

Limitations on Transactions with Affiliates. So long as any of the Securities remain outstanding, neither the Issuer nor any of its Subsidiaries will directly or indirectly enter into any transaction or series of related transactions involving aggregate consideration in excess of $$ 1,000,000 in any fiscal year with any Affiliate or holder of 5% or more of any class of Capital Stock of the Issuer other than the Series C Preferred Stock (including any Affiliates of such holders) except for any transaction (including any loans or advances by or to any Affiliate) (i) the terms of which are fair and reasonable to the Issuer or such Subsidiary, as the case may be, and are at least as favorable as the terms which could be obtained by the Issuer or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer and (ii) which has been approved by a majority of the Issuer's directors (including a majority of the Issuer's independent directors, if any) in the exercise of their fiduciary duties; provided PROVIDED that any such transaction shall be conclusively deemed to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's arms length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority of the Board of Directors (including a majority of the Issuer's independent directors, if any). If the Issuer or any Subsidiary enters into a transaction with an Affiliate (or a series of related transactions with Affiliates related to a common plan) that involves an aggregate fair market value of more than $10 million, the Issuer or such Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transactions to the Issuer or the relevant Subsidiary, as the case may be, from a financial point of view from an independent nationally recognized investment banking firm and deliver same to the Trustee. This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; PROVIDED that such transactions are not prohibited by other provisions of this Indenture; (b) any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an agreement in existence on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint Venture; and (f) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors or employees of the Issuer or any Subsidiary of the Issuer as determined in good faith by the Issuer's Board of Directors.

Limitations on Transactions with Affiliates. So long as The Issuer will not, and will not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of the Securities remain outstanding, neither the Issuer nor any of its Subsidiaries will directly properties or indirectly assets to, or purchase any property or assets from, or enter into or make or amend any transaction transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) in any one or series of related transactions involving aggregate payments or consideration in excess of $1,000,000 in any fiscal year with any 15,000,000, unless: (a) such Affiliate or holder of 5% or more of any class of Capital Stock of the Issuer (including any Affiliates of such holders) except for any transaction (including any loans or advances by or to any Affiliate) (i) the Transaction is on terms of which that are fair and reasonable not materially less favorable to the Issuer or such Subsidiary, as the case may be, and are at least as favorable as the terms which relevant Restricted Subsidiary than those that could be have been obtained in a comparable transaction by the Issuer or such Subsidiary, as the case may beRestricted Subsidiary with an unrelated Person (or, in a the event that there are no comparable transaction made on an arm's length basis with transactions involving Persons who are not such a holder, an Affiliate of such holder or Affiliate Affiliates of the Issuer and (ii) which or the relevant Restricted Subsidiary to apply for comparative purposes, is otherwise on terms that, taken as a whole, the Issuer has been approved by a majority of the Issuer's directors (including a majority of the Issuer's independent directors, if any) in the exercise of their fiduciary duties; provided that any such transaction shall be conclusively deemed determined to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries the relevant Restricted Subsidiary), and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of (b) the Issuer if such transaction is approved delivers to the Trustee (x) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $35,000,000, a resolution adopted by a the majority of the Board of Directors or Strategic Review Committee of the Board of Directors of the Issuer approving such Affiliate Transaction and an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (including a majority a) above. The foregoing provisions will not apply to the following: (1) transactions between or among the Issuer or any of the Restricted Subsidiaries; provided that in the case of non- Wholly-Owned Restricted Subsidiaries, no Affiliate of the Issuer (other than another Restricted Subsidiary) owns more than 10% of the Equity Interests in such Restricted Subsidiary; (2) (x) Restricted Payments permitted by Section 10.10 and (y) Permitted Investments; (3) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, and ordinary course employment and severance agreements entered into with, officers, directors, employees or consultants of the Issuer's independent directors, if any). This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries direct or between any of its Wholly Owned Subsidiaries; (b) indirect parent companies or any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an agreement in existence on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint Venture.Subsidiary;

Limitations on Transactions with Affiliates. So long as any of the Securities remain outstanding, neither the Issuer nor And shall not permit any of its Subsidiaries will directly to, make any payment to, or indirectly sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent, the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Parent, the Company or such Subsidiary with an unrelated Person and (2) the Parent delivers to the Administrative Agent: (i) with respect to any Affiliate Transaction or series of related transactions Affiliate Transactions involving aggregate consideration in excess of $1,000,000 in any fiscal year with any Affiliate or holder of 5% or more of any class of Capital Stock 1,000,000.00, a resolution of the Issuer (including any Affiliates Board of such holders) except for any transaction (including any loans or advances by or to any Affiliate) (i) the terms of which are fair and reasonable to the Issuer or such Subsidiary, as the case may be, and are at least as favorable as the terms which could be obtained by the Issuer or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate Directors of the Issuer Parent, certified by a Responsible Officer of the Parent certifying that such Affiliate Transaction complies with subparagraph (1) above and (ii) which that such Affiliate Transaction has been approved by a majority of the Issuer's directors (including a majority of the Issuer's independent directors, if any) in the exercise of their fiduciary duties; provided that any such transaction shall be conclusively deemed to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority disinterested members of the Board of Directors (including a majority of the Issuer's independent directorsParent and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5,000,000.00, if any). This covenant does an opinion as to the fairness to the Lenders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; provided, however, that the following shall not apply tobe deemed to be “Affiliate Transactions”: (aA) the payment of Earn-out Obligations pursuant to agreements entered into at such time as the recipient of such payments was not an Affiliate of the Parent, the Company or such Subsidiary, (B) any transaction between employment agreement entered into by the Issuer and Parent, the Company or any of its Wholly Owned Subsidiaries or between any in the ordinary course of its Wholly Owned Subsidiaries; business and consistent with the past practice of such Person, (b) any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an agreement in existence on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (dC) transactions between or among the Issuer Parent, the Company and/or the Subsidiaries otherwise permitted by this Credit Agreement, (D) the payment of the fees, expenses and other similar payments payable by the Parent, the Company and the 1984 ESOPSubsidiaries in connection with the transactions contemplated by this Credit Agreement, 1989 ESOP or any other employee benefit plan; or (eE) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint Venture.payment of reasonable and customary regular fees to, and

Limitations on Transactions with Affiliates. So long as The Issuers shall not, and shall not permit any of the Securities remain outstandingtheir Restricted Subsidiaries to, neither the Issuer nor make any payment to, or sell, lease, transfer or otherwise dispose of any of its Subsidiaries will directly properties or indirectly assets to, or purchase any property (except Development Property) or assets from, or enter into or make or amend (for the purpose of increasing the obligations of either Issuer or their Restricted Subsidiaries thereunder or decreasing the obligations of any Affiliate thereunder without a commensurate decrease of the obligations of such Issuer or such Restricted Subsidiary thereunder) any contract, agreement, understanding, loan, advance or guaranty with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless (i) such Affiliate Transaction is on terms that are no less favorable to such Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction with an unrelated Person and (ii) such Issuer delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related transactions Affiliate Transactions involving aggregate consideration in excess of $1,000,000 in any fiscal year with any Affiliate or holder of 5% or more of any class of Capital Stock 1.0 million, a resolution of the Issuer (including any Affiliates of Management Committee set forth in an Officers’ Certificate certifying that such holders) except for any transaction (including any loans or advances by or to any Affiliate) Affiliate Transaction complies with clause (i) the terms of which are fair above and reasonable to the Issuer or that such Subsidiary, as the case may be, and are at least as favorable as the terms which could be obtained by the Issuer or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer and (ii) which Transaction has been approved unanimously by the Management Committee and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Company of such Affiliate Transaction from a majority financial point of the Issuer's directors (including a majority view issued by an accounting, appraisal or investment banking firm of the Issuer's independent directors, if any) in the exercise of their fiduciary dutiesnational standing; provided that (1) any such transaction shall be conclusively deemed to be compensation paid to, indemnity provided on terms which are fair and reasonable to behalf of, or employment agreement entered into with, any officer or director of the Issuer Issuers or any of its their Restricted Subsidiaries and on terms which are at least as favorable as in the terms which could be obtained on an arm's length basis with Persons who are not such a holderordinary course of business, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority of the Board of Directors (including a majority of the Issuer's independent directors, if any). This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; (b) any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an agreement in existence on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (d2) transactions between or among the Issuer Issuers and their Restricted Subsidiaries and (3) Restricted Payments, Permitted Investments and other payments and distributions that are permitted by the 1984 ESOPprovisions of Section 4.05, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an in each case, shall not be deemed Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint VentureTransactions.

Limitations on Transactions with Affiliates. So long as The Company shall not, and shall not permit, cause or suffer any of the Securities remain outstandingRestricted Subsidiary to, neither the Issuer nor conduct any of its Subsidiaries will directly business or indirectly enter into any transaction or series of related transactions involving aggregate consideration in excess with or for the benefit of $1,000,000 in any fiscal year with of its Affiliates or any Affiliate or beneficial holder of 510% or more of any class of Capital Stock Equity Interests of the Issuer Company or any officer or director of the Company or any Restricted Subsidiary (including any Affiliates of such holders) each, an "Affiliate Transaction"), except for any transaction (including any loans or advances by or to any Affiliate) (i) the on terms of which that are fair and reasonable to the Issuer Company or such Restricted Subsidiary, as the case may be, and are at least as favorable as the terms which could . Each Affiliate Transaction involving aggregate payments or other property having a Fair Market Value in excess of $2.5 million shall be obtained approved by the Issuer or Board of Directors of the Company, such Subsidiary, as the case may be, in approval to be evidenced by a comparable transaction made on an arm's length basis with Persons who are not such a holder, an Affiliate resolution of such holder or Affiliate Board of the Issuer and (ii) which has been approved by a majority of the Issuer's directors (including a majority of the Issuer's independent directors, if any) in the exercise of their fiduciary duties; provided Directors stating that any such transaction shall be conclusively deemed to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority of the Board of Directors (including a majority of the Issuer's independent disinterested directors) has determined that such transaction complies with the foregoing provisions. In addition to the foregoing, if any)with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million or more, the Company must obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. This Notwithstanding the foregoing, the restrictions set forth in this covenant does shall not apply to: to (ai) any transaction between transactions with or among the Issuer and Company and/or any of its Wholly Owned Subsidiaries or between any of its Wholly Owned the Restricted Subsidiaries; provided, however, in any such case, no officer, director or beneficial holder of 10% or more of any class of Equity Interests of the Company shall beneficially own any Voting Stock of any such Restricted Subsidiary (bother than by reason of 38 its ownership of Equity Interests of the Company), (ii) transactions between or among Restricted Subsidiaries, (iii) any Restricted Payment not otherwise prohibited by permitted under Section 3.10; 4.06, (civ) any transaction directors' fees, indemnification and similar arrangements, officers' indemnification, employee stock option or employee benefit plans, employee salaries and bonuses, employment agreements or legal fees paid or created in the ordinary course of business and (v) payments pursuant to an agreement arrangements as in existence effect on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint VentureIssue Date.

Limitations on Transactions with Affiliates. So long as any of the Securities remain outstandingThe Company will not, neither the Issuer nor and will not permit any of its Restricted Subsidiaries will to, directly or indirectly indirectly, enter into or permit to exist any transaction or series of related transactions involving aggregate payments or consideration in excess of $1,000,000 in any fiscal year with any Affiliate 5.0 million (including, without limitation, the purchase, sale, lease, contribution or holder of 5% or more exchange of any class property or the rendering of Capital Stock any service) with or for the benefit of any of its or any of its Restricted Subsidiary's Affiliates (other than transactions between the Company and a Restricted Subsidiary of the Issuer (including any Affiliates Company or among Restricted Subsidiaries of such holders) except for any transaction (including any loans or advances by or to any Affiliatethe Company) (i) the an "Affiliate Transaction"), other than Affiliate Transactions on terms of which that are fair and reasonable to the Issuer or such Subsidiary, as the case may be, and are at least as no less favorable as the terms which could be than those that might reasonably have been obtained by the Issuer or such Subsidiary, as the case may be, in a comparable transaction made on an arm's arm's-length basis with Persons who are from a person that is not an Affiliate; provided, however, that for a transaction or series of related transactions involving value of $10.0 million or more, such determination will be made in good faith by a holder, an Affiliate majority of such holder or Affiliate members of the Issuer Board of Directors and (ii) which has been approved by a majority of the Issuer's directors (including a majority disinterested members of the Issuer's independent directorsBoard of Directors, if any. The foregoing restrictions will not apply to (1) reasonable and customary directors' fees, indemnification and similar arrangements and payments thereunder; (2) any obligations of the Company under any employment agreement, noncompetition or confidentiality agreement with any officer of the Company, as in effect on the Issue Date (provided that each amendment of any of the foregoing agreements shall be subject to the limitations of this covenant); (3) any Restricted Payment permitted to be made pursuant to Section 4.04 of this Indenture; (4) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors; (5) loans or advances to employees in the exercise ordinary course of their fiduciary duties; provided that any such transaction shall be conclusively deemed to be on terms which are fair and reasonable to business of the Issuer Company or any of its Restricted Subsidiaries consistent with past practices; (6) payments made in connection with the Transactions, including, without limitation, fees payable to and on terms expenses of Hickx Xxxe and KKR; (7) payments by the Company or any of its Restricted Subsidiaries to KKR or Hickx Xxxe or their respective Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority of the Board of Directors in good faith; (including a majority of 8) transactions in which the Issuer's independent directors, if any). This covenant does not apply to: (a) any transaction between the Issuer and Company or any of its Wholly Owned Subsidiaries Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or between such Restricted Subsidiary from a financial point of view or that is on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction on an arm's-length basis from a person that is not an Affiliate; (9) the existence of, or the performance by the Company or any of its Wholly Owned SubsidiariesRestricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (9) to the extent that the terms (taken as a whole) of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respect; (b10) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the management thereof, or are on terms (taken as a whole) at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (11) any Restricted Payment agreement as in effect as of the Issue Date or any amendment thereto (so long as any such amendment, taken as a whole, is not otherwise prohibited by Section 3.10; disadvantageous to the Holders in any material respect) or any transaction contemplated thereby and (c12) any transaction pursuant to an agreement in existence on the date purchases of Capital Stock (other than Disqualified Capital Stock) of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint VentureCompany by Affiliates thereof.

Limitations on Transactions with Affiliates. So long as The Indenture shall provide that the Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the Securities remain outstandingpurchase, sale, lease or exchange of any property or the rendering of any service) with or for the benefit of, an Affiliate of the Company or any Restricted Subsidiary (other than transactions between the Company and a wholly owned Restricted Subsidiary of the Company) (an "Affiliate Transaction"), other than Affiliate Transactions on terms that are no less favorable in the aggregate than those that might reasonably have been obtained or are obtainable in a comparable transaction on an arm's-length basis from a person that is not an Affiliate; provided that neither the Issuer Company nor any of its Restricted Subsidiaries will directly or indirectly shall enter into any transaction an Affiliate Transaction or series of related transactions Affiliate Transactions involving aggregate consideration in excess or having a value of $1,000,000 in any fiscal year with any Affiliate 10 million or holder of 5% or more of any class of Capital Stock of the Issuer (including any Affiliates of such holders) except for any transaction (including any loans or advances by or to any Affiliate) (i) the terms of which are fair and reasonable to the Issuer or such Subsidiarymore, as the case may be, and are at least as favorable as the terms which could be obtained by the Issuer or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer and (ii) which has been approved by unless a majority of the Issuer's directors (including a majority of the Issuer's independent directors, if any) in the exercise of their fiduciary duties; provided that any such transaction shall be conclusively deemed to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority disinterested members of the Board of Directors (including a majority of the Issuer's independent directorsCompany determines in good faith as evidenced by a board resolution that the terms are no less favorable in the aggregate to the Company than those that might reasonably have been obtained in a comparable transaction on an arm's-length basis from a Person that is not an Affiliate; provided, if any). This covenant does not apply to: however, that (ai) any transaction between employment agreement or stock option agreement entered into by the Issuer and Company or any of its Wholly Owned Restricted Subsidiaries in the ordinary course of business, (ii) transactions permitted under the covenant described above under "Certain Covenants--Limitation on Restricted Payments," (iii) the payment of reasonable fees and expenses to directors of the Company or between any of its Wholly Owned Restricted Subsidiaries; , (biv) any Restricted Payment not issuance of securities or other payments, awards or grants in cash, securities or otherwise prohibited by Section 3.10; pursuant to, or the funding of employment arrangements, stock options and stock ownership plans of the Company entered into in the ordinary course of business and (cv) any transaction transactions pursuant to an agreement in existence agreements existing on the date of the Indenture and included Issue Date or any amendment thereto or any transactions contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto, so long as an exhibit any such amendment or replacement is not more disadvantageous to the Issuer's Exchange Act Reports; (d) transactions between holders in any material respect than the Issuer and original agreement as in effect on the 1984 ESOPIssue Date, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an in each case, shall not be deemed Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint VentureTransactions.

Limitations on Transactions with Affiliates. So long as The Issuers shall not, and shall not permit any of the Securities remain outstandingtheir Restricted Subsidiaries to, neither the Issuer nor make any payment to, or sell, lease, transfer or otherwise dispose of any of its Subsidiaries will directly properties or indirectly assets to, or purchase any property (except Development Property) or assets from, or enter into or make or amend (for the purpose of increasing the obligations of either Issuer or their Restricted Subsidiaries thereunder or decreasing the obligations of any Affiliate thereunder without a commensurate decrease of the obligations of such Issuer or such Restricted Subsidiary thereunder) any contract, agreement, understanding, loan, advance or guaranty with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless (i) such Affiliate Transaction is on terms that are no less favorable to such Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction with an unrelated Person and (ii) such Issuer delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related transactions Affiliate Transactions involving aggregate consideration in excess of $1,000,000 in any fiscal year with any Affiliate or holder of 5% or more of any class of Capital Stock 1.0 million, a resolution of the Issuer (including any Affiliates of Management Committee set forth in an Officers’ Certificate certifying that such holders) except for any transaction (including any loans or advances by or to any Affiliate) Affiliate Transaction complies with clause (i) the terms of which are fair above and reasonable to the Issuer or that such Subsidiary, as the case may be, and are at least as favorable as the terms which could be obtained by the Issuer or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer and (ii) which Transaction has been approved unanimously by the Management Committee and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Company of such Affiliate Transaction from a majority financial point of the Issuer's directors (including a majority view issued by an accounting, appraisal or investment banking firm of the Issuer's independent directors, if any) in the exercise of their fiduciary dutiesnational standing; provided that (1) any such transaction shall be conclusively deemed to be compensation paid to, indemnity provided on terms which are fair and reasonable to behalf of, or employment agreement entered into with, any officer or director of the Issuer Issuers or any of its their Restricted Subsidiaries and on terms which are at least as favorable as in the terms which could be obtained on an arm's length basis with Persons who are not such a holderordinary course of business, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority of the Board of Directors (including a majority of the Issuer's independent directors, if any). This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; (b) any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an agreement in existence on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (d2) transactions between or among the Issuer Issuers and their Restricted Subsidiaries, (3) Restricted Payments, Permitted Investments and other payments and distributions that are permitted by the provisions of Section 4.05 and (4) the Company’s execution, delivery and performance of the Shreveport Management Agreement and the 1984 ESOPShreveport License Agreement, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an in each case, shall not be deemed Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint VentureTransactions.

Limitations on Transactions with Affiliates. So long as And shall not permit any of the Securities remain outstandingSubsidiary to, neither the Issuer nor make any payment to, or sell, lease, transfer or otherwise dispose of any of its Subsidiaries will directly properties or indirectly assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent, the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Parent, the Company or such Subsidiary with an unrelated Person and (2) the Parent delivers to the Administrative Agent: (i) with respect to any Affiliate Transaction or series of related transactions Affiliate Transactions involving aggregate consideration in excess of $1,000,000 in any fiscal year with any Affiliate or holder of 5% or more of any class of Capital Stock 1,000,000.00, a resolution of the Issuer (including any Affiliates Board of such holders) except for any transaction (including any loans or advances by or to any Affiliate) (i) the terms of which are fair and reasonable to the Issuer or such Subsidiary, as the case may be, and are at least as favorable as the terms which could be obtained by the Issuer or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate Directors of the Issuer Parent, certified by a Responsible Officer of the Parent certifying that such Affiliate Transaction complies with subparagraph (1) above and (ii) which that such Affiliate Transaction has been approved by a majority of the Issuer's directors (including a majority of the Issuer's independent directors, if any) in the exercise of their fiduciary duties; provided that any such transaction shall be conclusively deemed to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority disinterested members of the Board of Directors (including a majority of the Issuer's independent directorsParent and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5,000,000.00, if any). This covenant does an opinion as to the fairness to the Lenders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; provided, however, that the following shall not apply tobe deemed to be “Affiliate Transactions”: (aA) the payment of Earn-out Obligations pursuant to agreements entered into at such time as the recipient of such payments was not an Affiliate of the Parent, the Company or such Subsidiary, (B) any transaction between employment agreement entered into by the Issuer and Parent, the Company or any of Subsidiaries in the ordinary course of business and consistent with the past practice of such Person, (C) transactions between or among the Parent, the Company and/or the Subsidiaries otherwise permitted by this Credit Agreement, (D) the payment of the fees, expenses and other similar payments payable by the Parent, the Company and the Subsidiaries in connection with the transactions contemplated by this Credit Agreement and the Refinancing Transactions that were expressly disclosed to, and approved by, the Administrative Agent in writing prior to the Effective Date, (E) the payment of reasonable and customary regular fees to, and indemnities provided on behalf of, officers, directors and employees of the Parent, the Company or any Subsidiary, (F) the payment of fees and other amounts payable by the Parent, the Company and Subsidiaries under the Management Services Agreement (or any agreement extending or replacing the Management Services Agreement which contains the same terms with respect to fees and other terms no less favorable to the Parent, the Company and the Subsidiaries), (G) loans to officers and employees of the Company and its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; (b) any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction permitted pursuant to an agreement Paragraph 8(g) above, and (H) the performance of this Credit Agreement and the other Loan Documents, the Indenture and the indenture pursuant to which the New Parent Notes are issued (in existence on the date case of the Indenture and included the indenture pursuant to which the New Parent Notes were issued, as an exhibit in effect as of the Effective Date) or any transaction contemplated thereby (including pursuant to any amendment thereto so long as any such amendment is not disadvantageous to the Issuer's Exchange Act ReportsLenders in any material respect). Notwithstanding anything in this Credit Agreement to the contrary, neither the Parent, the Company nor any Subsidiaries shall pay any fees to Xxxxxxx Xxxxx & Partners, L.P. or any of its Affiliates (collectively, “LGP”): (w) prior to the date upon which cash interest is permitted hereunder to be paid on the New Parent Notes, (x) thereafter, on any date other than a date upon which the entire interest due on the New Parent Notes on such date is paid in cash; (dy) transactions between the Issuer and the 1984 ESOP, 1989 ESOP if an Event of Default or any other employee benefit planPotential Default is then continuing or may result from such payment; or (ez) on any transaction with a Subsidiary or a Permitted Joint Venture date on which payment of such fees is permitted pursuant to subparagraphs (w), (x) and (y) above in an amount in excess of $500,000.00 plus any amounts available for such payments, but not paid, on prior dates under which payment would constitute a transaction with an Affiliate solely because otherwise be so permitted; provided, that in no event shall the Issuer or a Subsidiary owns an equity interest in or otherwise controls aggregate amount of all such Subsidiary or a Permitted Joint Venturefees paid to LGP from the Effective Date to and including the Revolving Facility Maturity Date exceed $5,000,000.00.

Limitations on Transactions with Affiliates. So long as The Company shall not, and shall not cause or permit any of the Securities remain outstandingRestricted Subsidiary to, neither the Issuer nor any of its Subsidiaries will directly or indirectly indirectly, conduct any business or enter into any transaction or series of related transactions involving aggregate consideration in excess with or for the benefit of $1,000,000 in any fiscal year with Affiliate, any Affiliate or holder of 5% or more of any class of Capital Stock Equity Interests or any officer, director or employee of the Issuer Company or any Restricted Subsidiary (including any Affiliates of each, an "Affiliate Transaction"), unless such holders) except for any transaction (including any loans or advances by or to any Affiliate) (i) the Affiliate Transaction is on terms of which that are fair and reasonable no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, and are at least as favorable as the terms which than could reasonably be obtained at such time in a comparable transaction with an unaffiliated third party. For any such transaction that involves value in excess of $2.0 million, the Company shall deliver to the Trustee an Officers' Certificate stating that a majority of the Disinterested Directors has determined that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution delivered to the Issuer Trustee. For any such transaction that involves value in excess of $10.0 million, the Company shall also obtain a written opinion from an Independent Financial Advisor to the effect that such transaction is fair, from a financial point of view, to the Company or such Restricted Subsidiary, as the case may be. Notwithstanding the foregoing, the restrictions set forth in a comparable transaction made on an arm's length basis with Persons who are this covenant shall not such a holder, an Affiliate of such holder apply to (i) transactions exclusively between or Affiliate of among the Issuer Company and one or more Restricted Subsidiaries or exclusively between or among Restricted Subsidiaries; (ii) which has been approved by a majority customary directors' fees, indemnification and similar arrangements, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Issuer's Company entered into in the ordinary course of business; (iii) transactions pursuant to agreements in effect on the Issue Date, as such agreements are in effect on the Issue Date or as thereafter amended or supplemented in a manner not adverse to the Holders; (iv) loans and advances to officers, directors (including a majority and employees of the Issuer's independent directorsCompany or any Restricted Subsidiary for travel, if any) entertainment, moving and other relocation expenses, in each case made in the exercise ordinary course of their fiduciary dutiesbusiness and consistent with past business practices; provided that any such transaction shall be conclusively deemed to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority of the Board of Directors (including a majority of the Issuer's independent directors, if any). This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; (bv) any Restricted Payment not otherwise prohibited Payments permitted by Section 3.10; (c) any transaction pursuant to an agreement in existence on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint Venturethis Indenture.

Limitations on Transactions with Affiliates. So long as (a) The Parent and the Issuers will not, and will not permit any of the Securities remain outstandingtheir respective Restricted Subsidiaries to, neither the Issuer nor any of its Subsidiaries will directly or indirectly indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their Affiliates (each an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Parent, the Issuers or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate consideration payments or other property with a Fair Market Value in excess of $1,000,000 in any fiscal year with any Affiliate or holder of 5% or more of any class of Capital Stock 2.5 million shall be approved by a majority of the Issuer (including any Affiliates disinterested members of such holders) except for any transaction (including any loans the Board of Directors of the Parent or advances by or to any Affiliate) (i) a majority of the terms disinterested members, if any, of which are fair and reasonable to the Issuer Board of Directors of that Company or such Restricted Subsidiary (or, the entire Board of Directors, in the event there are no disinterested members of the Board of Directors of that Company or such Restricted Subsidiary), as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the provisions set in this paragraph. If the Parent, the Issuers or any Restricted Subsidiary of the Issuers or the Parent enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Parent, the Issuers or such Restricted Subsidiary, as the case may be, and are at least shall, prior to the consummation thereof, obtain a favorable opinion as favorable as to the terms which could be obtained by fairness of such transaction or series of related transactions to the Issuer Parent, the Issuers or such the relevant Restricted Subsidiary, as the case may be, in from a comparable transaction made on financial point of view, from an arm's length basis Independent Financial Advisor and file the same with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer and (ii) which has been approved by a majority of the Issuer's directors (including a majority of the Issuer's independent directors, if any) in the exercise of their fiduciary duties; provided that any such transaction shall be conclusively deemed to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority of the Board of Directors (including a majority of the Issuer's independent directors, if any). This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; (b) any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an agreement in existence on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint VentureTrustee.

Limitations on Transactions with Affiliates. So long as The Borrower shall not, and shall not permit any of the Securities remain outstandingRestricted Subsidiary to, neither the Issuer nor any of its Subsidiaries will directly or indirectly enter into indirectly, pay any funds to or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction or series of related transactions involving aggregate consideration in excess of $1,000,000 in any fiscal year connection with any Affiliate joint enterprise or holder of 5% or more of any class of Capital Stock of the Issuer (including any Affiliates of such holders) except for any transaction (including any loans or advances by or to other joint arrangement with, any Affiliate) ; provided that the foregoing shall not prohibit: the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; transactions (i) the terms of which are fair and reasonable involving payments or consideration that do not exceed $5.0 million or (ii) not materially less favorable to the Issuer Borrower or such Restricted Subsidiary, as the case may be, and are at least when taken as favorable as the terms which could be a whole, than those that would have been obtained by the Issuer or such Subsidiary, as the case may be, in a comparable transaction made at the time of such transaction on an arm's ’s length basis with Persons a Person who are is not an Affiliate; provided that in the event such a holderAffiliate transaction involves an aggregate consideration in excess of $25,000,000, an Affiliate the terms of such holder or Affiliate of the Issuer and (ii) which has transaction have been approved by a majority of the Issuer's directors (including a majority disinterested members of the Issuer's independent directors, if any) board of directors of the Borrower and the board of directors of the Borrower shall have determined in the exercise of their fiduciary duties; provided good faith that any such transaction shall be conclusively deemed to be satisfies the criteria in this clause (ii); transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on Indebtedness held by an Affiliate if the terms which of such Indebtedness are at least substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be obtained on an arm's length basis applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with Persons who are the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; any Restricted Payments permitted by Section 7.07; transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such a holdertransactions after the Third Amendment and Restatement Effective Date, $5,000,000; any agreement between any Person and an Affiliate of such holder Person existing at the time such Person is acquired by or Affiliate merged or consolidated with or into the Borrower or a Restricted Subsidiary, as such agreement may be amended, modified, supplemented, extended or renewed from time to time; provided that such agreement was not entered in contemplation of such acquisition, merger or consolidation, and so long as any such amendment, modification, supplement, extension or renewal, when taken as a whole, is not materially more disadvantageous to the Lenders, in the reasonable determination of an officer of the Issuer if such transaction is approved by a majority of Borrower, than the Board of Directors (including a majority of the Issuer's independent directors, if any). This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; (b) any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an applicable agreement as in existence effect on the date of the Indenture and included immediately prior to such amendment, modification, supplement, extension or renewal, as an exhibit to the Issuer's Exchange Act Reportsapplicable; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with Person (other than an Unrestricted Subsidiary) that is an Affiliate solely because the Issuer Borrower or a Subsidiary owns of the Borrower holds an equity interest in or otherwise controls such Person; transactions with Cornerstone substantially consistent, taken as a whole, with past practice (including without limitation, the extension of lines of insurance coverage); the payment of reasonable fees and expense reimbursements to current or former directors of the Borrower or any Restricted Subsidiary; any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Borrower and the granting of registration and other customary rights with respect thereto; and transactions in which the Borrower or any Restricted Subsidiary delivers to the Administrative Agent a letter or opinion from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a Permitted Joint Venturefinancial point of view or stating that the terms are not materially less favorable, when taken as a whole, than those that might reasonably have been obtained by the Borrower or such Restricted Subsidiary in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate.

Limitations on Transactions with Affiliates. So long as The Company and each of its Restricted Subsidiaries will not, after the date hereof, make any loan, advance, Guarantee or capital contribution to, or for the benefit of, or sell, lease, transfer or otherwise dispose of the Securities remain outstanding, neither the Issuer nor any of its Subsidiaries will directly properties or indirectly assets to, or for the benefit of, or purchase or lease any property or assets from, or enter into or amend any transaction contract, agreement or series of related transactions involving aggregate consideration in excess of $1,000,000 in any fiscal year with understanding with, or for the benefit of, (i) any Affiliate of the Company or holder any of 5its subsidiaries or (ii) any Person (or any Affiliate of such Person) holding 10% or more of any class of Capital Stock the Common Equity of the Issuer Company or any of its subsidiaries (including any Affiliates of such holders) each an "Affiliate Transaction"), except for any transaction (including any loans or advances by or to any Affiliate) (i) the on terms of which that are fair and reasonable no less favorable to the Issuer Company or such the relevant Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable transaction on an arms length basis from a Person that is not an Affiliate. The Company will not, and are at least as favorable as will not permit any of its Restricted Subsidiaries to, enter into an Affiliate Transaction involving or having a value of more than $10 million unless (i) such Affiliate Transaction has been approved by a majority of the 34 45 disinterested members of a Committee of the Board of Directors of the Company or (ii) the Company has delivered an officer's certificate to the Trustee stating that (a) the signatory officer was not a party to or otherwise interested in such Affiliate Transaction and (b) the terms which could be obtained by of such Affiliate Transaction are not less favorable to the Issuer Company or such the relevant Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable transaction made on an arm's arms length basis with Persons who from a Person that is not an Affiliate. Delivery of a certificate as required by this Indenture and described above will, absent manifest fraud, constitute conclusive evidence that the terms of the Affiliate Transaction in question are not such less favorable to the Company or the relevant Restricted Subsidiary, as the case may be, than those that could have been obtained in a holdercomparable transaction on an arms length basis from a Person that is not an Affiliate. Notwithstanding the foregoing, an the term "Affiliate of such holder Transaction" shall not include any contract, agreement or Affiliate understanding with or for the benefit of, or plan for the benefit of, any or all employees of the Issuer and Company or its subsidiaries (iiin their capacity as such) which that has been approved by the Company's Board of Directors, a majority disinterested committee thereof or the Chief Executive Officer of the Issuer's Company (or his or her designee) or stock issuances to directors (including a majority of the Issuer's independent directors, if any) in the exercise of their fiduciary duties; provided that any such transaction shall be conclusively deemed pursuant to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is plans approved by a majority of the Board of Directors (including a majority of the Issuer's independent directors, if any). This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; (b) any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an agreement in existence on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint Ventureshareholders.

Limitations on Transactions with Affiliates. So long as any of the Securities remain outstanding(a) The Company will not, neither the Issuer nor and will not permit any of its Restricted Subsidiaries will to, directly or indirectly indirectly, enter into or suffer to exist any transaction or series of related transactions involving aggregate consideration in excess (including, without limitation, the sale, purchase, exchange or lease of $1,000,000 in any fiscal year assets, Property or services) with any Affiliate (each, an "Affiliate Transaction") or holder of 5% extend, renew, waive or more otherwise modify the terms of any class of Capital Stock of Affiliate Transaction entered into prior to the Issuer (including any Affiliates of such holders) except for any transaction (including any loans or advances by or to any Affiliate) Issue Date unless (i) such Affiliate Transaction is between or among the Company and the Restricted Subsidiaries or between or among Restricted Subsidiaries; or (ii) the terms of which such Affiliate Transaction are fair and reasonable to the Issuer Company or such Restricted Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained by the Issuer Company or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm's arm's-length basis with Persons who are between unaffiliated parties. In any Affiliate Transaction (or any series of related Affiliate Transactions) involving an amount or having a Fair Market Value in excess of $2 million which is not such a holder, an Affiliate of such holder or Affiliate permitted under clause (i) of the Issuer and (ii) which has been approved by immediately preceding sentence, the Company shall deliver to the Trustee a resolution of a majority of the Issuer's directors (including a majority of the Issuer's independent directors, if any) in the exercise of their fiduciary duties; provided that any such transaction shall be conclusively deemed to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority disinterested members of the Board of Directors of the Company which reflects the approval of such Affiliate Transaction and a determination that such Affiliate Transaction complies with clause (including ii) of the immediately preceding sentence. In any Affiliate Transaction (or series or related Affiliate Transactions) which includes the payment of fees of $1 million or more to Chartwell, the Company shall deliver to the Trustee a resolution of a majority of the Issuer's independent directorsdisinterested members of the Board of Directors of the Company which reflects the approval of such affiliate Transaction. In addition, if any). This covenant does in any Affiliate Transaction (or any series of related Affiliate Transactions) involving an amount or having a Fair Market Value in excess of $10 million which is not apply to: permitted under clause (ai) any of the immediately preceding sentence, the Company must deliver to the Trustee, prior to the consummation of the transaction between or transactions, a written opinion from a nationally recognized investment banking firm or other expert stating that such transaction or transactions are fair to the Issuer and Company or such Restricted Subsidiary, as the case may be, from a financial point of view; provided, that no such opinion shall be required in respect of the provision of services or sales of inventory or products by the Company or any of its Wholly Owned Restricted Subsidiaries or between any of its Wholly Owned Subsidiaries; (b) any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an agreement in existence on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because in the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint Ventureordinary course of business.

Limitations on Transactions with Affiliates. So long as or any officer or director of the Securities remain outstandingCompany or any Restricted Subsidiary (each, neither the Issuer nor any of its Subsidiaries will directly or indirectly enter into any transaction or series of related transactions involving aggregate consideration in excess of $1,000,000 in any fiscal year with any an "Affiliate or holder of 5% or more of any class of Capital Stock of the Issuer (including any Affiliates of such holders) Transaction"), except for any transaction (including any loans or advances by or to any Affiliate) (i) the on terms of which that are fair and reasonable to the Issuer Company or such Restricted Subsidiary, as the case may be, and are at least as favorable as the terms which could . Each Affiliate Transaction involving aggregate payments or other property having a Fair Market Value in excess of $2.5 million shall be obtained approved by the Issuer or Board of Directors of the Company, such Subsidiary, as the case may be, in approval to be evidenced by a comparable transaction made on an arm's length basis with Persons who are not such a holder, an Affiliate resolution of such holder or Affiliate Board of the Issuer and (ii) which has been approved by a majority of the Issuer's directors (including a majority of the Issuer's independent directors, if any) in the exercise of their fiduciary duties; provided Directors stating that any such transaction shall be conclusively deemed to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority of the Board of Directors (including a majority of the Issuer's independent disinterested directors) has determined that such transaction complies with the foregoing provisions. In addition to the foregoing, if any)with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million or more, the Company must obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. This Notwithstanding the foregoing, the restrictions set forth in this covenant does shall not apply to: to (ai) any transaction between transactions with or among the Issuer and Company and/or any of its Wholly Owned Subsidiaries the Restricted Subsidiaries; provided, however, in any such case, no officer, director or between beneficial holder of 10% or more of any class of Equity Interests of the Company shall beneficially own any Voting Stock of any such Restricted Subsidiary (other than by reason of its Wholly Owned ownership of Equity Interests of the Company), (ii) transactions between or among Restricted Subsidiaries; , (biii) any Restricted Payment not otherwise prohibited by permitted under Section 3.10; 4.06, (civ) any transaction directors' fees, indemnification and similar arrangements, officers' indemnification, employee stock option or employee benefit plans, employee salaries and bonuses, employment agreements or legal fees paid or created in the ordinary course of business and (v) payments pursuant to an agreement arrangements as in existence effect on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint VentureIssue Date.

Limitations on Transactions with Affiliates. So long as (a) The Borrower will not, and will not permit any of the Securities remain outstandingRestricted Subsidiary to, neither the Issuer nor any of its Subsidiaries will directly or indirectly indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of the greater of $1,000,000 in any fiscal year with any Affiliate or holder 90,000,000 and 10.00% of 5% or more of any class of Capital Stock of the Issuer (including any Affiliates of such holders) except for any transaction (including any loans or advances by or to any Affiliate) Four Quarter Consolidated EBITDA unless (i) the terms of which such Affiliate Transaction are fair and reasonable not materially less favorable to the Issuer Borrower or such Restricted Subsidiary, as the case may be, and are at least as favorable as the terms which than those that could be obtained by at the Issuer or such Subsidiary, as the case may be, time in a comparable transaction made on an arm's length basis with Persons a Person who are is not such a holder, an Affiliate of such holder or Affiliate of the Issuer and (ii) which has been approved by a majority if such Affiliate Transaction involves aggregate consideration in excess of the Issuer's directors (including a majority greater of the Issuer's independent directors, if any) in the exercise $177,500,000 and 20.00% of their fiduciary duties; provided that any such transaction shall be conclusively deemed to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as Four Quarter Consolidated EBITDA the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is Transaction have been approved by a majority of the Board of Directors Directors. For purposes of this Subsection 8.5(a), any Affiliate Transaction shall be deemed to have satisfied the 164 requirements set forth in this Subsection 8.5(a) if (including x) such Affiliate Transaction is approved by a majority of the Issuer's independent directorsDisinterested Directors or (y) in the event there are no Disinterested Directors, if any)a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. This covenant does (b) The provisions of Subsection 8.5(a) will not apply to: (ai) any Restricted Payment Transaction; (ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Borrower, any Restricted Subsidiary or any Parent Entity or IPO Vehicle heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Borrower or any of its Subsidiaries or any Parent Entity or IPO Vehicle (as determined in good faith by the Borrower, such Subsidiary or such Parent Entity or IPO Vehicle, which determination shall be conclusive), (5) any transaction with an officer or director of the Borrower or any of its Subsidiaries or any Parent Entity in the ordinary course of business not involving more than $100,000 in any one case or (6) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term); (iii) any transaction between the Issuer and or among any of its Wholly Owned Subsidiaries the Borrower, one or between any of its Wholly Owned more Restricted Subsidiaries, or one or more Special Purpose Entities; (b) any Restricted Payment not otherwise prohibited by Section 3.10; (civ) any transaction pursuant to an agreement arising out of agreements or instruments in existence on the date Closing Date (other than the Tax Sharing Agreement and any Transaction Agreement referred to in Subsection 8.5(b)(vii)), or any amendment, supplement, waiver or other modification thereto (so long as such amendment, supplement, waiver or other modification is not disadvantageous in any material respect in the good faith judgment of the Indenture and included as an exhibit Borrower, whose determination shall be conclusive, to the Issuer's Exchange Act ReportsLenders when taken as a whole as compared to the applicable agreement or instrument as in effect on the Closing Date), and any payments made pursuant thereto; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (ev) any transaction with a in the ordinary course of business on terms that are fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not materially less favorable to the Borrower or the relevant Restricted Subsidiary or a Permitted Joint Venture which would constitute than those that could be obtained at the time in a transaction with a Person who is not an Affiliate solely because of the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint Venture.Borrower;

Limitations on Transactions with Affiliates. So long as The Company and each of its Restricted Subsidiaries will not, after the date hereof, make any loan, advance, Guarantee or capital contribution to, or for the benefit of, or sell, lease, transfer or otherwise dispose of the Securities remain outstanding, neither the Issuer nor any of its Subsidiaries will directly properties or indirectly assets to, or for the benefit of, or purchase or lease any property or assets from, or enter into or amend any transaction contract, agreement or series of related transactions involving aggregate consideration in excess of $1,000,000 in any fiscal year with understanding with, or for the benefit of, (i) any Affiliate of the Company or holder any of 5its subsidiaries or (ii) any Person (or any Affiliate of such Person) holding 10% or more of any class of Capital Stock the Common Equity of the Issuer Company or any of its subsidiaries (including any Affiliates of such holders) each an "Affiliate Transaction"), except for any transaction (including any loans or advances by or to any Affiliate) (i) the on terms of which that are fair and reasonable no less favorable to the Issuer Company or such the relevant Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable transaction on an arms length basis from a Person that is not an Affiliate. The Company will not, and are at least as favorable as will not permit any of its Restricted Subsidiaries to, enter into an Affiliate Transaction involving or having a value of more than $10 million unless (i) such Affiliate Transaction has been approved by a majority of the disinterested members of a Committee of the Board of Directors of the Company or (ii) the Company has delivered an officer's certificate to the Trustee stating that (a) the signatory officer was not a party to or otherwise interested in such Affiliate 35 49 Transaction and (b) the terms which could be obtained by of such Affiliate Transaction are not less favorable to the Issuer Company or such the relevant Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable transaction made on an arm's arms length basis with Persons who from a Person that is not an Affiliate. Delivery of a certificate as required by this Indenture and described above will, absent manifest fraud, constitute conclusive evidence that the terms of the Affiliate Transaction in question are not such less favorable to the Company or the relevant Restricted Subsidiary, as the case may be, than those that could have been obtained in a holdercomparable transaction on an arms length basis from a Person that is not an Affiliate. Notwithstanding the foregoing, an the term "Affiliate of such holder Transaction" shall not include any contract, agreement or Affiliate understanding with or for the benefit of, or plan for the benefit of, any or all employees of the Issuer and Company or its subsidiaries (iiin their capacity as such) which that has been approved by the Company's Board of Directors, a majority disinterested committee thereof or the Chief Executive Officer of the Issuer's Company (or his or her designee) or stock issuances to directors (including a majority of the Issuer's independent directors, if any) in the exercise of their fiduciary duties; provided that any such transaction shall be conclusively deemed pursuant to be on terms which are fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is plans approved by a majority of the Board of Directors (including a majority of the Issuer's independent directors, if any). This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; (b) any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an agreement in existence on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (d) transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint Ventureshareholders.