Common use of Transactions with Affiliates and Related Persons Clause in Contracts

Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any transaction (or series of related transactions) with an Affiliate or Related Person of the Company (other than the Company or a Restricted Subsidiary), including any Investment, unless such transaction is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person and is in the best interests of the Company or such Restricted Subsidiary, provided that the Company or any Restricted Subsidiary may enter into: (i) transactions pursuant to the Company's tax sharing agreement entered into with Anschutz Company existing at the date of execution of this Indenture described under the caption "Certain Transactions" in the Offering Memorandum, provided that any amendment of, supplement to or substitute for such agreement is on terms that are no less favorable to the Company or such Restricted Subsidiary than such existing agreement; (ii) transactions pursuant to employee compensation arrangements approved by the Board of Directors, either directly or indirectly; and (iii) Receivables Sales between the Company or a Restricted Subsidiary and an Affiliate of the Company or such Restricted Subsidiary, provided that such Receivables Sales satisfy the provisions of clauses (i) and (ii) of Section 1018. For any transaction that involves in excess of $10 million but less than or equal to $15 million, the Company shall deliver to the Trustee an Officers' Certificate stating that the transaction satisfies the above criteria. For any transaction that involves in excess of $15 million, a majority of the disinterested members of the Board of Directors shall determine that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution or, in the event that there shall not be disinterested members of the Board of Directors with respect to the transaction, the Company shall file with the Trustee a written opinion stating that the transaction satisfies the above criteria from an investment banking firm of national standing in the United States which, in the good faith judgment of the Board of Directors, is independent with respect to the Company and its Affiliates and qualified to perform such task.

Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any transaction (or series of related transactions) with an Affiliate or Related Person of the Company (other than the Company or a Restricted Subsidiary), including any Investment, unless such transaction is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person and is in the best interests of the Company or such Restricted Subsidiary, provided that the Company or any Restricted Subsidiary may enter into: (i) transactions pursuant to the Company's tax sharing agreement entered into with Anschutz Company existing at the date of execution of this Indenture described under the caption "Certain Transactions" in the Offering MemorandumMarch 31, 1997, provided that any amendment of, supplement to or substitute for such agreement is on terms that are no less favorable to the Company or such Restricted Subsidiary than such existing agreement; (ii) transactions pursuant to employee compensation arrangements approved by the Board of Directors, either directly or indirectly; and (iii) Receivables Sales between the Company or a Restricted Subsidiary and an Affiliate of the Company or such Restricted Subsidiary, provided that such Receivables Sales satisfy the provisions of clauses (i) and (ii) of Section 1018. For any transaction that involves in excess of $10 million but less than or equal to $15 million, the Company shall deliver to the Trustee an Officers' Certificate stating that the transaction satisfies the above criteria. For any transaction that involves in excess of $15 million, a majority of the disinterested members of the Board of Directors shall determine that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution or, in the event that there shall not be disinterested members of the Board of Directors with respect to the transaction, the Company shall file with the Trustee a written opinion stating that the transaction satisfies the above criteria from an investment banking firm of national standing in the United States which, in the good faith judgment of the Board of Directors, is independent with respect to the Company and its Affiliates and qualified to perform such task.

Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, enter into any transaction (or series of related transactions) with an Affiliate or Related Person of the Company (other than the Company or a Wholly Owned Restricted SubsidiarySubsidiary of the Company), including any Investment, either directly or indirectly, unless such transaction is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person and is in the best interests of the Company or such Restricted Subsidiary, provided that the Company or any Restricted Subsidiary may enter into: (i) transactions pursuant to the Company's tax sharing agreement entered into with Anschutz Company existing at the date of execution of this Indenture described under the caption "Certain Transactions" in the Offering Memorandum, provided that any amendment of, supplement to or substitute for such agreement is on terms that are no less favorable to the Company or such Restricted Subsidiary than such existing agreement; (ii) transactions pursuant to employee compensation arrangements approved by the Board of Directors, either directly or indirectly; and (iii) Receivables Sales between the Company or a Restricted Subsidiary and an Affiliate of the Company or such Restricted Subsidiary, provided that such Receivables Sales satisfy the provisions of clauses (i) and (ii) of Section 1018Person. For any transaction that involves in excess of $10 million but less than or equal to $15 million, the Company shall deliver to the Trustee an Officers' Certificate stating that the transaction satisfies the above criteria. For any transaction that involves in excess of $15 million5,000,000, a majority of the disinterested members of the Board of Directors shall determine that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution or, filed with the Trustee. For any transaction that involves in the event that there shall not be disinterested members excess of the Board of Directors with respect to the transaction$10,000,000, the Company shall file also obtain an opinion from a nationally recognized expert with experience in appraising the Trustee a written terms and conditions of the type of transaction (or series of related transactions) for which the opinion is required stating that the such transaction satisfies the above criteria from an investment banking firm (or series of national standing in the United States which, in the good faith judgment of the Board of Directors, related transactions) is independent with respect on terms no less favorable to the Company and or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person of the Company, which opinion shall be filed with the Trustee. Notwithstanding anything to the contrary contained in this Indenture, the foregoing provisions shall not apply to (i) transactions with any employee, officer or director of the Company or any of its Affiliates and qualified Restricted Subsidiaries pursuant to perform employee benefit plans or compensation arrangements or agreements entered into in the ordinary course of business, (ii) purchases or sales of goods or services in the ordinary course of business, or (iii) transactions with any -101- Affiliate or Related Person of the Company in which such taskAffiliate or Related Person acquires or purchases the capital stock of the Company or any Restricted Subsidiary at fair market value.

Transactions with Affiliates and Related Persons. The Company shall may not, and shall may not permit any Restricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate to, enter into any transaction (or series of related transactions) with an Affiliate or Related Person of the Company (other than the Company or a Restricted SubsidiarySubsidiary of the Company which is an 80% or more owned Subsidiary prior to such transaction), including any Investment, either directly or indirectly, unless such transaction is on terms no less favorable to the Company or such Restricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person and is in the best interests of the Company or such Restricted Subsidiary, provided that the Company or any Restricted Subsidiary may enter into: (i) transactions pursuant to the Company's tax sharing agreement entered into with Anschutz Company existing at the date of execution of this Indenture described under the caption "Certain Transactions" in the Offering Memorandum, provided that any amendment of, supplement to or substitute for such agreement is on terms that are no less favorable to the Company or such Restricted Subsidiary than such existing agreement; (ii) transactions pursuant to employee compensation arrangements approved by of the Board Company, Restricted Affiliate or Restricted Subsidiary of Directors, either directly or indirectly; and (iii) Receivables Sales between the Company or a Restricted Subsidiary and an Affiliate of the Company or such Restricted Subsidiary, provided that such Receivables Sales satisfy the provisions of clauses (i) and (ii) of Section 1018Affiliate. For any transaction that involves in excess of $10 million but less than or equal to $15 million, the Company shall deliver to the Trustee an Officers' Certificate stating that the transaction satisfies the above criteria. For any transaction that involves in excess of $15 5 million, a majority of the disinterested members of the Board of Directors shall determine that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution orfiled with the Trustee. The foregoing restriction shall not apply to (i) reasonable and customary payments on behalf of directors, officers or employees of the Company or any of its Restricted Subsidiaries, Restricted Affiliates or Restricted Subsidiaries of Restricted Affiliates, or in reimbursement of reasonable and customary payments or reasonable and customary expenditures made or incurred by such Persons as directors, officers or employees, (ii) any Restricted Payment permitted under Section 10.09 and any Permitted Investment; provided, however, that any Investment (including any Permitted Investment) made in reliance on this clause (ii) is in the event that there shall not be disinterested members best interests of the Board of Directors with respect to the transactionCompany, and (iii) any loan or advance by the Company shall file with or a Restricted Subsidiary of the Trustee Company, Restricted Affiliate or Restricted Subsidiary of a written opinion stating that the transaction satisfies the above criteria from an investment banking firm Restricted Affiliate to employees of national standing any of them in the United States which, in the good faith judgment ordinary course of the Board of Directors, is independent with respect to the Company and its Affiliates and qualified to perform such taskbusiness.

Transactions with Affiliates and Related Persons. The Company shall ------------------------------------------------ Issuer may not, and shall may not permit any Restricted Subsidiary to, enter into any transaction (or series of related transactions) not in the ordinary course of business with an Affiliate or Related Person of the Company Issuer (other than the Company Issuer or a Wholly Owned Restricted Subsidiary)) involving aggregate consideration in excess of $5.0 million, including any Investment, either directly or indirectly, unless such transaction is on terms no less favorable to the Company Issuer or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person and is in the best interests of the Company Issuer or such Restricted Subsidiary. For any -91- transaction (or series of related transactions) that involves less than or equal to $10.0 million, provided the Chief Executive Officer, President or Chief Operating Officer of the Issuer shall determine that the Company or any Restricted Subsidiary may enter into: (i) transactions pursuant to transaction satisfies the Companyabove criteria and shall evidence such a determination by an Officer's tax sharing agreement entered into Certificate filed with Anschutz Company existing at the date of execution of this Indenture described under the caption "Certain Transactions" in the Offering Memorandum, provided that any amendment of, supplement to or substitute for such agreement is on terms that are no less favorable to the Company or such Restricted Subsidiary than such existing agreement; (ii) transactions pursuant to employee compensation arrangements approved by the Board of Directors, either directly or indirectly; and (iii) Receivables Sales between the Company or a Restricted Subsidiary and an Affiliate of the Company or such Restricted Subsidiary, provided that such Receivables Sales satisfy the provisions of clauses (i) and (ii) of Section 1018Trustee. For any transaction that involves in excess of $10 million but less than or equal to $15 10.0 million, the Company shall deliver to the Trustee an Officers' Certificate stating that the transaction satisfies the above criteria. For any transaction that involves in excess of $15 million, (a) a majority of the disinterested members of the Board of Directors shall determine that the transaction satisfies the above criteria and or (b) the Issuer shall evidence such a determination by a Board Resolution or, in the event that there shall not be disinterested members of the Board of Directors with respect to the transaction, the Company shall file with the Trustee obtain a written opinion of a nationally recognized investment banking or appraisal firm stating that the transaction satisfies is fair to the above criteria from an investment banking firm Issuer or such Restricted Subsidiary. The foregoing limitation does not apply, and shall not apply, to (i) any transaction solely between the Issuer and any Restricted Subsidiary or solely between any Restricted Subsidiaries; (ii) the payment of national standing in reasonable and customary regular fees to directors of the United States whichIssuer who are not employees of the Issuer; (iii) any payments or other transactions pursuant to any tax-sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes; (iv) licensing or sublicensing or the use of any intellectual property by the Issuer or any Restricted Subsidiary to the Issuer or any Restricted Subsidiary; (v) any transaction entered into for the purpose of granting or altering registration rights with respect to any Capital Stock of the Issuer; (vi) any Restricted Payments not prohibited by Section 1011 or (vii) compensation, severance and employee benefit arrangements with any officer, director or employee of the Issuer or any Restricted Subsidiary, including under any stock option or stock incentive plans, in the good faith judgment ordinary course of the Board of Directors, is independent with respect to the Company and its Affiliates and qualified to perform such taskbusiness.

Transactions with Affiliates and Related Persons. The Company shall Issuer may not, and shall may not permit any Restricted Subsidiary to, enter into any transaction (or series of related transactions) not in the ordinary course of business with an Affiliate or Related Person of the Company Issuer (other than the Company Issuer or a Restricted Subsidiary)Wholly Owned Subsidiary of the Issuer) involving aggregate consideration in excess of $2.0 million, including any Investment, either directly or indirectly, unless such transaction is on terms no less favorable to the Company Issuer or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person and is in the best interests of the Company Issuer or such Restricted Subsidiary, provided that the Company or any Restricted Subsidiary may enter into: (i) transactions pursuant to the Company's tax sharing agreement entered into with Anschutz Company existing at the date of execution of this Indenture described under the caption "Certain Transactions" in the Offering Memorandum, provided that any amendment of, supplement to or substitute for such agreement is on terms that are no less favorable to the Company or such Restricted Subsidiary than such existing agreement; (ii) transactions pursuant to employee compensation arrangements approved by the Board of Directors, either directly or indirectly; and (iii) Receivables Sales between the Company or a Restricted Subsidiary and an Affiliate of the Company or such Restricted Subsidiary, provided that such Receivables Sales satisfy the provisions of clauses (i) and (ii) of Section 1018. For any transaction (or series of related transactions) that involves aggregate consideration in excess of $10 2.0 million but less than or equal to $15 10.0 million, the Company Chief Executive Officer, President, Chief Financial Officer, or Chief Operating Officer of the Issuer shall deliver to the Trustee an Officers' Certificate stating determine that the transaction satisfies the above criteriacriteria and shall evidence such a determination by an Officer's Certificate filed with the Trustee. For any transaction that involves aggregate consideration in excess of $15 10.0 million, (a) a majority of the disinterested members of the Board of Directors shall determine that the transaction satisfies the above criteria and or (b) the Issuer shall evidence such a determination by a Board Resolution or, in the event that there shall not be disinterested members of the Board of Directors with respect to the transaction, the Company shall file with the Trustee obtain a written opinion of a nationally recognized investment banking or appraisal firm stating that the transaction satisfies is fair to the above criteria from an investment banking firm Issuer or such Subsidiary. The foregoing limitation does not apply, and shall not apply, to (i) any transaction solely between the Issuer and any Wholly Owned Subsidiary of national standing in the United States whichIssuer or solely between any of the Issuer's Wholly Owned Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Issuer who are not employees of the Issuer; (iii) licensing or sublicensing or the use of any intellectual property by the Issuer or any Wholly Owned Subsidiary of the Issuer to the Issuer or any Wholly Owned Subsidiary of the Issuer; (iv) any transaction entered into for the purpose of granting or altering registration rights with respect to any Capital Stock of the Issuer; (v) any Restricted Payments not prohibited by Section 1011 or (vi) compensation, severance and employee benefit arrangements with any officer, director or employee of the Issuer or any Subsidiary, including under any stock option or stock incentive plans, in the good faith judgment ordinary course of the Board of Directors, is independent with respect to the Company and its Affiliates and qualified to perform such taskbusiness. SECTION 1018. [Omitted.]

Transactions with Affiliates and Related Persons. The Company shall Issuer may not, and shall may not permit any Restricted Subsidiary to, enter into any transaction (or series of related transactions) not in the ordinary course of business with an Affiliate or Related Person of the Company Issuer (other than the Company Issuer or a Restricted Subsidiary)Wholly Owned Subsidiary of the Issuer) involving aggregate consideration in excess of $2.0 million, including any Investment, either directly or indirectly, unless such transaction is on terms no less favorable to the Company Issuer or such Restricted Subsidiary than those that could be obtained in a comparable arm'sarm’s-length transaction with an entity that is not an Affiliate or Related Person and is in the best interests of the Company Issuer or such Restricted Subsidiary, provided that the Company or any Restricted Subsidiary may enter into: (i) transactions pursuant to the Company's tax sharing agreement entered into with Anschutz Company existing at the date of execution of this Indenture described under the caption "Certain Transactions" in the Offering Memorandum, provided that any amendment of, supplement to or substitute for such agreement is on terms that are no less favorable to the Company or such Restricted Subsidiary than such existing agreement; (ii) transactions pursuant to employee compensation arrangements approved by the Board of Directors, either directly or indirectly; and (iii) Receivables Sales between the Company or a Restricted Subsidiary and an Affiliate of the Company or such Restricted Subsidiary, provided that such Receivables Sales satisfy the provisions of clauses (i) and (ii) of Section 1018. For any transaction (or series of related transactions) that involves aggregate consideration in excess of $10 2.0 million but less than or equal to $15 10.0 million, the Company Chief Executive Officer, President, Chief Financial Officer, or Chief Operating Officer of the Issuer shall deliver to the Trustee an Officers' Certificate stating determine that the transaction satisfies the above criteriacriteria and shall evidence such a determination by an Officer’s Certificate filed with the Agent. For any transaction that involves aggregate consideration in excess of $15 10.0 million, (a) a majority of the disinterested members of the Board of Directors shall determine that the transaction satisfies the above criteria and or (b) the Issuer shall evidence such a determination by a Board Resolution or, in the event that there shall not be disinterested members of the Board of Directors with respect to the transaction, the Company shall file with the Trustee obtain a written opinion of a nationally recognized investment banking or appraisal firm stating that the transaction satisfies is fair to the above criteria from an investment banking firm Issuer or such Subsidiary. The foregoing limitation does not apply, and shall not apply, to (i) any transaction solely between the Issuer and any Wholly Owned Subsidiary of national standing in the United States whichIssuer or solely between any of the Issuer’s Wholly Owned Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Issuer who are not employees of the Issuer; (iii) licensing or sublicensing or the use of any intellectual property by the Issuer or any Wholly Owned Subsidiary of the Issuer to the Issuer or any Wholly Owned Subsidiary of the Issuer; (iv) any transaction entered into for the purpose of granting or altering registration rights with respect to any Capital Stock of the Issuer; (v) any Restricted Payments not prohibited by Section 6.09 or (vi) compensation, severance and employee benefit arrangements with any officer, director or employee of the Issuer or any Subsidiary, including under any stock option or stock incentive plans, in the good faith judgment ordinary course of the Board of Directors, is independent with respect to the Company and its Affiliates and qualified to perform such taskbusiness.

Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, make any payment to, or 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 transaction (transaction, contract, agreement, understanding, loan, advance or series of related transactions) with an guarantee with, or for the benefit of, any Affiliate or Related Person of the Company (other than each of the Company or a Restricted Subsidiarypreceding, an "Affiliate Transaction"), including any Investment, unless (a) such transaction is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person and is in the best interests of the Company or such Restricted Subsidiary, provided that the Company or any Restricted Subsidiary may enter into: (i) transactions pursuant to the Company's tax sharing agreement entered into with Anschutz Company existing at the date of execution of this Indenture described under the caption "Certain Transactions" in the Offering Memorandum, provided that any amendment of, supplement to or substitute for such agreement Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than such existing agreement; (ii) transactions pursuant to employee compensation arrangements approved those that would have been obtained in a comparable transaction by the Board of Directors, either directly or indirectly; and (iii) Receivables Sales between the Company or a Restricted Subsidiary and an Affiliate of the Company or such Restricted Subsidiary, provided that such Receivables Sales satisfy the provisions of clauses (i) Subsidiary with an unrelated Person and (iib) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of Section 1018. For any transaction that involves related Affiliate Transactions involving aggregate consideration in excess of $10 million but less than or equal to $15 million50,000,000, either (i) a resolution of the Company shall deliver to the Trustee Board of Directors set forth in an Officers' Certificate stating certifying that the transaction satisfies the such Affiliate Transaction complies with clause (a) above criteria. For any transaction and that involves in excess of $15 million, such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors shall determine that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution or, in the event that there shall not be disinterested members of the Board of Directors with respect or (ii) an opinion as to the transaction, fairness to the Company shall file with or such Restricted Subsidiary, as the Trustee case may be, of such Affiliate Transaction from a written opinion stating that the transaction satisfies the above criteria from financial point of view issued by an accounting, appraisal or investment banking firm of national standing standing. The following items shall not be deemed to be Affiliate Transactions and, therefore shall not be subject to the provisions of the previous paragraph: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the United States whichordinary course of business, including ordinary course loans to employees not to exceed: (i) $50,000,000 outstanding in the good faith judgment aggregate at any time and (ii) $5,000,000 to any one employee, and consistent with the past practice of the Board of Directors, is independent with respect to the Company and its Affiliates and qualified to perform such task.or

Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, enter into any transaction (or series of related transactions) with an Affiliate or Related Person of the Company (other than the Company or a Wholly Owned Restricted SubsidiarySubsidiary of the Company), including any Investment, either directly or indirectly, unless such transaction is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person and is in the best interests of the Company or such Restricted Subsidiary, provided that the Company or any Restricted Subsidiary may enter into: (i) transactions pursuant to the Company's tax sharing agreement entered into with Anschutz Company existing at the date of execution of this Indenture described under the caption "Certain Transactions" in the Offering Memorandum, provided that any amendment of, supplement to or substitute for such agreement is on terms that are no less favorable to the Company or such Restricted Subsidiary than such existing agreement; (ii) transactions pursuant to employee compensation arrangements approved by the Board of Directors, either directly or indirectly; and (iii) Receivables Sales between the Company or a Restricted Subsidiary and an Affiliate of the Company or such Restricted Subsidiary, provided that such Receivables Sales satisfy the provisions of clauses (i) and (ii) of Section 1018Person. For any transaction that involves in excess of $10 million 100,000 but less than or equal to $15 million1,000,000, the Chief Executive Officer of the Company shall deliver to the Trustee an Officers' Certificate stating determine that the transaction satisfies the above criteriacriteria and shall evidence such a determination by a certificate filed with the Trustee. For any transaction that involves in excess of $15 million1,000,000, a majority of the disinterested members of the Board of Directors shall determine that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution or, filed with the Trustee. For any transaction that involves in the event that there shall not be disinterested members excess of the Board of Directors with respect to the transaction$5,000,000, the Company shall file also obtain an opinion from a nationally recognized expert with experience in appraising the Trustee a written terms and conditions of the type of transaction (or series of related transactions) for which the opinion is required stating that the such transaction satisfies the above criteria from an investment banking firm (or series of national standing in the United States which, in the good faith judgment of the Board of Directors, related transactions) is independent with respect on terms no less favorable to the Company and or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person of the Company, which opinion shall be filed with the Trustee. Notwithstanding anything to the contrary contained in the Indenture, the foregoing provisions shall not apply to (i) transactions with any employee, officer or director of the Company or any of its Affiliates and qualified Restricted Subsidiaries pursuant to perform employee benefit plans or compensation arrangements or agreements entered into in the ordinary course of business, (ii) transactions with any Affiliate or Related Person in which such taskAffiliate or Related Person acquires or purchases the capital stock of the Company or any Restricted Subsidiary at fair market value or (iii) transactions with any Affiliate or Related Person in which such Affiliate or Related Person receives a customary finder's fee or other advisory fee for services rendered to the Company or any Restricted Subsidiary.

Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, enter into any transaction (or series of related transactions) with an Affiliate or Related Person of the Company (other than the Company or a Wholly Owned Restricted SubsidiarySubsidiary of the Company), including any Investment, either directly or indirectly, unless such transaction is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person and is in the best interests of the Company or such Restricted Subsidiary, provided that the Company or any Restricted Subsidiary may enter into: (i) transactions pursuant to the Company's tax sharing agreement entered into with Anschutz Company existing at the date of execution of this Indenture described under the caption "Certain Transactions" in the Offering Memorandum, provided that any amendment of, supplement to or substitute for such agreement is on terms that are no less favorable to the Company or such Restricted Subsidiary than such existing agreement; (ii) transactions pursuant to employee compensation arrangements approved by the Board of Directors, either directly or indirectly; and (iii) Receivables Sales between the Company or a Restricted Subsidiary and an Affiliate of the Company or such Restricted Subsidiary, provided that such Receivables Sales satisfy the provisions of clauses (i) and (ii) of Section 1018Person. For any transaction that involves in excess of $10 1.0 million but less than or equal to $15 5.0 million, the Chief Executive Officer of the Company shall deliver to the Trustee an Officers' Certificate stating determine that the transaction satisfies the above criteriacriteria and shall evidence such a determination by a certificate filed with the Trustee. For any transaction that involves in excess of $15 5.0 million, a majority of the disinterested members of the Board of Directors shall determine that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution or, filed with the Trustee. For any transaction that involves in the event that there shall not be disinterested members excess of the Board of Directors with respect to the transaction$10.0 million, the Company shall file also obtain an opinion from a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction (or series of related transactions) for which the opinion is required stating that such transaction (or series of related transactions) is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person of the Company, which opinion shall be filed with the Trustee a written opinion stating that Trustee. Notwithstanding anything to the transaction satisfies contrary contained in this Indenture, the above criteria from an investment banking firm foregoing provisions shall not apply to (i) transactions with any employee, officer or director of national standing the Company or any of its Restricted Subsidiaries pursuant to employee benefit plans or compensation arrangements or agreements entered into in the United States whichordinary course of business, (ii) transactions with any Affiliate or Related Person in which such Affiliate or Related Person acquires or purchases the capital stock of the Company or any Restricted Subsidiary at fair market value, (iii) commercial transactions, including without limitation film rentals, in the good faith judgment ordinary course of business with Affiliates of the Board Company on terms that are customary in the motion picture exhibition industry or consistent with past practice, or (iv) the performance of Directors, is independent with respect to any agreement as in effect on the Company and its Affiliates and qualified to perform such taskdate of original issuance of the Notes.

Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, enter into any transaction (or series of related transactions) with an Affiliate or Related Person of the Company (other than the Company or a Wholly Owned Restricted SubsidiarySubsidiary of the Company), including any Investment, either directly or indirectly, unless such transaction is in the best interests of the Company or such Restricted Subsidiary and is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person and is (or, in the best interests event that there are no comparable transactions involving persons who are not Affiliates or Related Persons of the Company or such the relevant Restricted SubsidiarySubsidiary to apply for comparative purposes, provided that is otherwise on terms that, taken as a whole, the Company or any Restricted Subsidiary may enter into: (i) transactions pursuant has determined to the Company's tax sharing agreement entered into with Anschutz Company existing at the date of execution of this Indenture described under the caption "Certain Transactions" in the Offering Memorandum, provided that any amendment of, supplement to or substitute for such agreement is on terms that are no less favorable be fair to the Company or such Restricted Subsidiary than such existing agreement; (ii) transactions pursuant to employee compensation arrangements approved by the Board of Directors, either directly or indirectly; and (iii) Receivables Sales between the Company or a Restricted Subsidiary and an Affiliate of the Company or such relevant Restricted Subsidiary, provided that such Receivables Sales satisfy the provisions of clauses (i) and (ii) of Section 1018). For any transaction that involves in excess of $10 million but less than or equal to $15 million, the Company shall deliver to the Trustee an Officers' Certificate stating that the transaction satisfies the above criteria. For any transaction that involves in excess of $15 million1,000,000, a majority of the disinterested members of the Board of Directors shall determine that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution orfiled with the Trustee. For any transaction that involves in excess of $5,000,000, the Company shall also obtain an opinion from a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction (or series of related transactions) for which the opinion is required stating that such transaction (or series of related transactions) is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person of the Company, which opinion shall be filed with the Trustee. Notwithstanding anything to the contrary contained in the event that there Indenture, the foregoing provisions shall not apply to (i) transactions with DonTech, CenDon 91 100 and any similar joint venture or partnership with a Person that is not a Related Person that are pursuant to the agreements between the Company and DonTech and CenDon in effect on the date of original issuance of The Notes or any other substantially similar agreements, as the same may be disinterested members amended or modified in a manner not materially adverse to the interests of the holders of the Notes, (ii) transactions between the Company and its Subsidiaries and New D&B and its Subsidiaries pursuant to agreements in effect on the date of the Distribution and any similar arrangements approved by the Board of Directors with respect of the Company or the Parent Company, as the same may be amended or modified in a manner not materially adverse to the transaction, the Company shall file with the Trustee a written opinion stating that the transaction satisfies the above criteria from an investment banking firm of national standing in the United States which, in the good faith judgment interests of the Board holders of Directorsthe Notes, is independent with respect or (iii) any Restricted Payment permitted to the Company and its Affiliates and qualified be made pursuant to perform such taskSection 10.12 hereof.

Transactions with Affiliates and Related Persons. The Company shall notNone of the Guarantors may, and shall not or may permit any Restricted Guarantor Subsidiary to, enter into any transaction (or series of related transactions) with an Affiliate or any Related Person of the Company (other than the Company or a Restricted Subsidiary)Party, including any Investment, either directly or indirectly, unless such transaction is on terms no less favorable to the Company such Guarantor or such Restricted Subsidiary Guarantor Subsidiary, as the case may be, than those that could be have been obtained in a comparable arm's-length transaction with an entity unrelated third party; provided, however, that is this Section 8.14 does not apply to transactions between or among Guarantors; and provided further that for any such transaction (or series of related transactions) involving a Related Party other than a Guarantor or a Guarantor Subsidiary and an Affiliate amount in interest in excess of US$10 million, a Senior Officer of such Guarantor shall, or Related Person and is in the best interests shall cause a Senior Officer of the Company or such Restricted SubsidiaryGuarantor Subsidiary to, provided determine that the Company or any Restricted Subsidiary may enter into: (i) transactions pursuant to the Company's tax sharing agreement entered into with Anschutz Company existing at the date of execution of this Indenture described under the caption "Certain Transactions" in the Offering Memorandum, provided that any amendment of, supplement to or substitute for such agreement transaction is on terms that are no less favorable to the Company such Guarantor or such Restricted Guarantor Subsidiary, as the case may be, than those that could have been obtained in a comparable arm's-length transaction with an unrelated third party. Notwithstanding the foregoing, this Section 8.14 does not apply to (a) any loan or similar financial transaction (or series of related transactions) entered into for the purpose of performing cash management or other financial management functions by any Guarantor or Guarantor Subsidiary than such existing agreement; (ii) transactions pursuant to employee compensation arrangements approved by the Board of Directors, either directly or indirectly; and (iii) Receivables Sales between the Company or a Restricted Subsidiary and an Affiliate with any of the Company other Guarantors, Guarantor Subsidiaries or such Restricted Subsidiary, Related Parties; provided that such Receivables Sales satisfy transaction (or series of related transactions) would not be materially adverse to the provisions results of clauses (i) operations or financial condition of any such Guarantor or Guarantor Subsidiary, and (iib) any tax allocation agreements entered into from time to time by any Guarantor or any Guarantor Subsidiary with any company that is a member of Section 1018. For any the Votorantim Group; provided that such transaction that involves in excess (or series of $10 million but less than or equal to $15 million, the Company shall deliver related transactions) would not be materially adverse to the Trustee an Officers' Certificate stating that the transaction satisfies the above criteria. For results of operations or financial condition of any transaction that involves in excess of $15 million, a majority of the disinterested members of the Board of Directors shall determine that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution or, in the event that there shall not be disinterested members of the Board of Directors with respect to the transaction, the Company shall file with the Trustee a written opinion stating that the transaction satisfies the above criteria from an investment banking firm of national standing in the United States which, in the good faith judgment of the Board of Directors, is independent with respect to the Company and its Affiliates and qualified to perform such taskGuarantor or Guarantor Subsidiary.

Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, make any payment to, or 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 transaction (transaction, contract, agreement, understanding, loan, advance or series of related transactions) with an guarantee with, or for the benefit of, any Affiliate or Related Person of the Company (other than each of the Company or a Restricted Subsidiarypreceding, an "Affiliate Transaction"), including any Investment, unless (a) such transaction is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person and is in the best interests of the Company or such Restricted Subsidiary, provided that the Company or any Restricted Subsidiary may enter into: (i) transactions pursuant to the Company's tax sharing agreement entered into with Anschutz Company existing at the date of execution of this Indenture described under the caption "Certain Transactions" in the Offering Memorandum, provided that any amendment of, supplement to or substitute for such agreement Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than such existing agreement; (ii) transactions pursuant to employee compensation arrangements approved those that would have been obtained in a comparable transaction by the Board of Directors, either directly or indirectly; and (iii) Receivables Sales between the Company or a Restricted Subsidiary and an Affiliate of the Company or such Restricted Subsidiary, provided that such Receivables Sales satisfy the provisions of clauses (i) Subsidiary with an unrelated Person and (iib) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of Section 1018. For any transaction that involves related Affiliate Transactions involving aggregate consideration in excess of $10 million but less than or equal to $15 million50,000,000, either (i) a resolution of the Company shall deliver to the Trustee Board of Directors set forth in an Officers' Certificate stating certifying that the transaction satisfies the such Affiliate Transaction complies with clause (a) above criteria. For any transaction and that involves in excess of $15 million, such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors shall determine that or (ii) an opinion as to the transaction satisfies fairness to the above criteria and shall evidence Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a determination financial point of view issued by a Board Resolution oran accounting, in the event that there appraisal or investment banking firm of national standing. The following items shall not be disinterested members deemed to be Affiliate Transactions and, therefore shall not be subject to the provisions of the previous paragraph: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business, including ordinary course loans to employees not to exceed: (i) $50,000,000 outstanding in the aggregate at any time and (ii) $5,000,000 to any one employee, and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of AWI or any of its Subsidiaries in connection with management incentive plans not to exceed $50,000,000 at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of (i) the Company from the Company or (ii) AWI from AWI if and to the extent that AWI utilizes the proceeds of such loan to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Restricted Subsidiaries to investment banking firms and financial advisors 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 are approved by a majority of the Board of Directors with respect in good faith; (e) any agreement as in effect on the date of this Supplemental Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the transaction, the Company shall file with the Trustee a written opinion stating that the transaction satisfies the above criteria from an investment banking firm of national standing in the United States which, in the good faith judgment Holders of the Board Notes in any material respect) or any transaction contemplated thereby; and (f) Restricted Payments that are permitted by the provisions of Directors, is independent with respect to the Company and its Affiliates and qualified to perform such tasksubsection 13(d) of this Section 1.01 of this Supplemental Indenture.