Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of the Company (each, an “Affiliate Transaction”) unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value in excess of US$50.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph (a) above: (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2) transactions between or among the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transaction.

Transactions with Affiliates. (a) The Company shall ---------------------------- not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate (each of the Company (eachforegoing, an “"Affiliate Transaction”) "), unless: (1i) such Affiliate Transaction is on terms that that, taken as a whole, are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value entered into after the first Issue Date involving aggregate consideration in excess of US$50.0 $3.0 million, a Board Resolution certifying that such Affiliate Transaction or series of related complies with clause (i) above and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $10.0 million, an opinion as to the Companyfairness to the Holders of such Affiliate Transaction from a financial point of view issued by an investment banking, appraisal or accounting firm of national standing. (b) The following items provisions of Section 4.07(a) shall be deemed not to constitute Affiliate Transactions prohibit (and, therefore, the following shall not be subject deemed to the provisions of paragraph (a) above:be Affiliate Transactions): (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; (2) Permitted Investments and Restricted Payments that are permitted by Section 4.04; (3) employment agreements, employee benefit plans and related arrangements entered into in the ordinary course of business and all payments and other transactions contemplated thereby; (4) any payments to Investcorp and its Affiliates (whether or not such Persons are Affiliates of the Company) (A) for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with a Person that is an Affiliate acquisitions or divestitures, which payments are approved by the Board of Directors of the Company solely because in good faith and (B) of annual management, consulting and advisory fees and related expenses; (5) any agreement in effect on the Closing Date (including the Recapitalization Agreement, the Services Agreement (as amended on April 15, 1998) between the Berkshire Companies Limited Partnership and the Company owns an Equity Interest and the Brevard lease agreement) or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect) or any payment or other transaction contemplated by any of the foregoing; and (6) Debt permitted by Section 4.03(b)(x) to the extent such Person, provided such transactions are Debt is on terms that that, taken as a whole, are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transaction.

Transactions with Affiliates. (a) The Company Holdings and the Borrower shall not, and nor shall not Holdings or the Borrower permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, make enter into any payment totransaction of any kind with any Affiliate of Holdings, whether or sellnot in the ordinary course of business, lease, transfer, exchange other than (a) (i) transactions between or otherwise dispose of among Holdings and/or any of its properties Restricted Subsidiaries (or assets to, an entity that becomes a Restricted Subsidiary as a result of such transaction) and (ii) any merger or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director consolidation of the Company Borrower and Holdings or any other direct parent company of the Borrower, provided that such parent company shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Equity Interests of the Borrower and such merger or consolidation is otherwise in compliance with the terms of this Agreement and effected for a bona fide business purpose, (each, an “Affiliate Transaction”b) unless: (1) such Affiliate Transaction is on terms that are no less substantially as favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company Holdings or such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an unrelated Person; and Affiliate, (2c) transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions, (d) transactions for which the board of directors of Holdings has received (and delivered to the Administrative Agent) a written opinion from an Independent Financial Advisor to the effect that the financial terms of such transaction are fair, from a financial standpoint, to Holdings and its Restricted Subsidiaries or not less favorable to Holdings and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate, (e) the entering into of any agreement (and any amendment or modification of any such agreement) to pay, and the payment of, annual management, consulting, monitoring and advisory fees to the Investors in an aggregate amount in any fiscal year not to exceed the greater of (x) $5,000,000 and (y) 2.5% of Consolidated EBITDA, plus all out-of-pocket reasonable expenses incurred by the Investors in connection with the performance of management, consulting, monitoring, advisory or other services with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value in excess of US$50.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph (a) above: (1) any employment agreement entered into by the Company or Borrower and any Restricted Subsidiary Subsidiaries, (f) Restricted Payments permitted under Section 7.06, (g) [reserved], (h) employment and severance arrangements between Holdings and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and consistent with transactions pursuant to stock option plans and employee benefit plans and arrangements in the past practice ordinary course of business, (i) the Company or such Restricted Subsidiary; (2) transactions between or among the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors and customary fees to Persons who are not otherwise Affiliates paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of Holdings or any Restricted Subsidiary or Holdings or any other direct or indirect parent of the Company; Borrower, (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6j) any agreement or arrangement as in effect as of the Closing Date and set forth on October 8Schedule 7.08 including, 2003 without limitation, the Master Consulting and Advisory Services Agreement or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto (so long as any such amendment or replacement agreement or arrangement together with all amendments thereto, taken as a whole, is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, Lenders in any material respect than the original agreement as in effect on October 8the Closing Date) or any transaction contemplated thereby, 2003; (7k) payments by Holdings or any of its Restricted Subsidiaries to the Investors 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 (x) made pursuant to agreements with the Investors described in the offering memorandum related to the Senior Notes or (y) approved by a majority of the Board of Directors of the Borrower or Holdings or any other direct or indirect parent of the Borrower in good faith, (l) the entering into of any tax sharing agreement or arrangement and any payments permitted by Section 7.06(h)(ii), (m) the issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower or Holdings to the Investors or to Holdings or any other direct or indirect parent of the Borrower or Holdings or to any director, officer, employee or consultant thereof and any contribution to the capital of Holdings, (n) (i) 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 Agreement, which are fair to Holdings and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of Holdings, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (ii) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business, (o) [reserved], (p) the existence of, or the performance by the Borrower or any Restricted Subsidiaries of its obligations under the terms of the Acquisition Agreement, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any amendment thereto or similar agreements which it may enter into thereafter; provided, however, that are the existence of, or the performance by the Borrower or any Restricted Subsidiaries of its obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause (p) to the provisions extent that the terms of Section 4.10 hereof; any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the Closing Date, (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10q) transactions effected between the Borrower or any Restricted Subsidiaries and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of the Borrower or Holdings or any other direct or indirect parent of the Borrower; provided, however, that such director abstains from voting as part a director of a Qualified Receivables Transactionthe Borrower or such direct or indirect parent of the Borrower, as the case may be, on any matter involving such other Person and (r) pledges of Equity Interests of Unrestricted Subsidiaries.

Transactions with Affiliates. (a) The Company Issuer shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company Issuer (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $25 million, unless: (1i) such Affiliate Transaction is on terms that are no not materially less favorable to the Company Issuer or the relevant Restricted Subsidiary than those that would could have been obtained in a comparable arm’s length transaction by the Company Issuer or such Restricted Subsidiary with an unrelated Person; and (2ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $50 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved the Issuer delivers to the Trustee a resolution adopted in good faith by a the majority of the disinterested members of the Board of Directors of the CompanyIssuer, approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) above. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, provisions of Section 4.07(a) shall not be subject apply to the provisions of paragraph (a) abovefollowing: (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2i) transactions between or among the Company Issuer and/or any of the Restricted SubsidiariesSubsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and any merger, consolidation or amalgamation of the Issuer and any direct parent of the Issuer; provided that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; (3ii) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction Payments permitted by the Company or such Restricted Subsidiary with an unrelated PersonSection 4.04 and Permitted Investments; (4iii) the payment of reasonable directors and customary fees to Persons who are not otherwise Affiliates and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the CompanyIssuer, any Restricted Subsidiary, or any direct or indirect parent of the Issuer; (5iv) sales of Equity Interests of transactions in which the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 Issuer or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted SubsidiariesSubsidiary, as the case may be, obtains a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a) and delivers a copy of such letter to the Trustee; (v) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the Board of Directors of the Issuer in good faith; (vi) any agreement as in effect as of the Issue Date or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the Notes in any material respect than the original agreement as in effect on October 8the Issue Date, 2003as determined in good faith by the Issuer) or any transaction contemplated thereby; (7vii) transactions the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under the terms of, any stockholders or other agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date, and any transaction, agreement or arrangement described in the Offering Memorandum and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that are the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date shall only be permitted by this clause (vii) to the provisions extent that the terms of Section 4.10 hereofany such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the holders of the Notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date or described in the Offering Memorandum, as determined in good faith by the Issuer; (8) Permitted Investmentsviii) the execution of the Transactions, and the payment of all fees, expenses, bonuses and awards related to the Transactions, including fees to the Co-Investors; (9ix) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business or consistent with past practice or industry norm and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer and the Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business or consistent with past practice or industry norm; (x) any Tax Benefit Transactiontransaction pursuant to any Permitted Securitization Financing; (xi) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person; (xii) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer or of a Restricted Subsidiary, as appropriate, in good faith; (xiii) the entering into of any tax sharing agreement or arrangement that complies with Section 4.04(b)(xii) and the performance under any such agreement or arrangement; (xiv) any contribution to the capital of the Issuer; (xv) transactions permitted by, and complying with, Section 5.01; (xvi) transactions between the Issuer or any Restricted Subsidiary and any Person, a director of which is also a director of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent, as the case may be, on any matter involving such other Person; (xvii) pledges of Equity Interests of Unrestricted Subsidiaries; (xviii) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business; (xix) any employment agreements entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business; (a) the entering into of any agreement (and any amendment or modification of any such agreement so long as, in the good faith judgment of the Board of Directors of the Issuer, any such amendment or modification is not more disadvantageous, taken as a whole, to holders in any material respect as compared to the agreement as in effect on the Issue Date) to pay, and the payment of, monitoring, consulting, management, transaction, advisory or similar fees payable to the Co-Investors (A) in an aggregate amount in any fiscal year not to exceed the sum of (1) the greater of $10 million and 2.0% of Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which financial statements have been delivered to the Trustee, plus reasonable out-of-pocket costs and expenses in connection therewith and unpaid amounts accrued for prior periods; plus (2) any deferred fees (to the extent such fees were within such amount in clause (1) above originally) plus (B) in an amount not to exceed 1% of transaction value with respect to any transaction in which any Co-Investor provides any transaction, advisory or other services, and (b) the payment of the present value of all amounts payable pursuant to any agreement described in clause(xx)(a) in connection with the termination of such agreement; (xxi) payments by the Issuer or any of its Restricted Subsidiaries to any of the Co-Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors of the Issuer in good faith; (xxii) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officer’s Certificate) for the purpose of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; and (10xxiii) transactions effected investments by the Co-Investors in securities of the Issuer or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by the Co-Investors in connection therewith) so long as part (i) the investment is being generally offered to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of a Qualified Receivables Transactionthe proposed or outstanding issue amount of such class of securities. (c) Notwithstanding Section 4.07(a), the Co-Investors and any portfolio company that is an Affiliate of the Co-Investors shall not be considered an Affiliate of the Issuer or its Subsidiaries with respect to any transaction, so long as such transaction is in the ordinary course of business.

Transactions with Affiliates. (a) The Company Issuer shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company Issuer (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $25 million, unless: (1i) such Affiliate Transaction is on terms that are no not materially less favorable to the Company Issuer or the relevant Restricted Subsidiary than those that would could have been obtained in a comparable arm’s length transaction by the Company Issuer or such Restricted Subsidiary with an unrelated Person; and (2ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $50 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved the Issuer delivers to the Trustee a resolution adopted in good faith by a the majority of the disinterested members of the Board of Directors of the CompanyIssuer, approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) above. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, provisions of Section 4.07(a) shall not be subject apply to the provisions of paragraph (a) abovefollowing: (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2i) transactions between or among the Company Issuer and/or any of the Restricted SubsidiariesSubsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and any merger, consolidation or amalgamation of the Issuer and any direct parent of the Issuer; provided that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; (3ii) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction Payments permitted by the Company or such Restricted Subsidiary with an unrelated PersonSection 4.04 and Permitted Investments; (4iii) the payment of reasonable directors and customary fees to Persons who are not otherwise Affiliates and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the CompanyIssuer, any Restricted Subsidiary, or any direct or indirect parent of the Issuer; (5iv) sales of Equity Interests of transactions in which the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 Issuer or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted SubsidiariesSubsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a); (v) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the Board of Directors of the Issuer in good faith; (vi) any agreement as in effect as of the Issue Date or Escrow Release Date or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the Notes in any material respect than the original agreement as in effect on October 8the Issue Date or Escrow Release Date, 2003as determined in good faith by the Issuer) or any transaction contemplated thereby; (7vii) transactions the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under the terms of, any stockholders or other agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date or Escrow Release Date, and any transaction, agreement or arrangement described in the Offering Memorandum and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that are the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date or Escrow Release Date shall only be permitted by this clause (vii) to the provisions extent that the terms of Section 4.10 hereofany such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the holders of the Notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date or Escrow Release Date or described in the Offering Memorandum, as determined in good faith by the Issuer; (8) Permitted Investmentsviii) the execution of the Transactions, and the payment of all fees, expenses, bonuses and awards related to the Transactions, including fees to the Co-Investors; (9ix) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business or consistent with past practice or industry norm and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer and the Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business or consistent with past practice or industry norm; (x) any Tax Benefit Transactiontransaction pursuant to any Permitted Securitization Financing; (xi) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person; (xii) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer or of a Restricted Subsidiary, as appropriate, in good faith; (xiii) the entering into of any tax sharing agreement or arrangement that complies with Section 4.04(b)(xii) and the performance under any such agreement or arrangement; (xiv) any contribution to the capital of the Issuer; (xv) transactions permitted by, and complying with, Section 5.01; (xvi) transactions between the Issuer or any Restricted Subsidiary and any Person, a director of which is also a director of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent, as the case may be, on any matter involving such other Person; (xvii) pledges of Equity Interests of Unrestricted Subsidiaries; (xviii) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business; (xix) any employment agreements entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business; (a) the entering into of any agreement (and any amendment or modification of any such agreement so long as, in the good faith judgment of the Board of Directors of the Issuer, any such amendment or modification is not more disadvantageous, taken as a whole, to holders in any material respect as compared to the agreement as in effect on the Issue Date or Escrow Release Date) to pay, and the payment of, monitoring, consulting, management, transaction, advisory or similar fees payable to the Co-Investors (A) in an aggregate amount in any fiscal year not to exceed the sum of (1) the greater of $10 million and 2% of Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which financial statements have been delivered to the Trustee, plus reasonable out-of-pocket costs and expenses in connection therewith and unpaid amounts accrued for prior periods; plus (2) any deferred fees (to the extent such fees were within such amount in clause (1) above originally) plus (B) in an amount not to exceed 1% of transaction value with respect to any transaction in which any Co-Investor provides any transaction, advisory or other services, including any fee payable in connection with the Transactions, and (b) the payment of the present value of all amounts payable pursuant to any agreement described in clause(xx)(a) in connection with the termination of such agreement; (xxi) payments by the Issuer or any of its Restricted Subsidiaries to any of the Co-Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors of the Issuer in good faith; (xxii) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officer’s Certificate) for the purpose of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; and (10xxiii) transactions effected investments by the Co-Investors in securities of the Issuer or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by the Co-Investors in connection therewith) so long as part (i) the investment is being generally offered to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of a Qualified Receivables Transactionthe proposed or outstanding issue amount of such class of securities. (c) Notwithstanding Section 4.07(a), the Co-Investors and any portfolio company that is an Affiliate of the Co-Investors shall not be considered an Affiliate of the Issuer or its Subsidiaries with respect to any transaction, so long as such transaction is in the ordinary course of business.

Transactions with Affiliates. (a) The Parent and the Company shall will not, and shall will not permit any of their Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (each, an “Affiliate Transaction”) ), unless: (1) such the Affiliate Transaction is on terms that are no less favorable to the Parent, the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Parent, the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $10.0 million, a resolution of the Board of Directors of the Parent set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series complies with clause (1) of related this Section 4.11(a) and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors of the CompanyParent; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to the Parent, the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (aSection 4.11(a) abovehereof: (1) any employment agreement agreement, employee benefit plan, officer or director indemnification agreement, consulting agreement, severance agreement, insurance policy or any similar arrangement entered into by the Parent, the Company or any of their Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent payments pursuant thereto, and, with respect to consulting agreements only, the past practice terms of which have been approved by the audit committee of the Company or such Restricted SubsidiaryBoard of Directors of the Parent; (2) transactions between or among the Parent, the Company and/or the their Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Parent) that is an Affiliate of the Company solely because the Company owns Parent owns, directly or through a Restricted Subsidiary, an Equity Interest in in, or controls, such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors directors’ fees to Persons who are not otherwise Affiliates of the CompanyParent; (5) sales of Equity Interests any transaction pursuant to any contract in existence on the date of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates original issuance of the CompanyNotes; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant issuance of Equity Interests (other than Disqualified Stock) of the Parent to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to Affiliates of the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003;Parent; and (7) transactions Restricted Payments that are permitted by the provisions of do not violate Section 4.10 4.07 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transaction.

Transactions with Affiliates. (a) The Company Lessee shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director including any Non-Recourse Subsidiary (each of the Company (eachforegoing, an “"Affiliate Transaction”) unless: "), unless (1a) such Affiliate Transaction is on terms that are no less favorable to the Company Lessee or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company Lessee or such Restricted Subsidiary with an unrelated Person; and Person and (2b) with respect to (i) any Affiliate Transaction with an aggregate value in excess of $500,000, a majority of the directors of the General Partner having no direct or series indirect economic interest in such Affiliate Transaction determines by resolution that such Affiliate Transaction complies with clause (a) above and approves such Affiliate Transaction and (ii) any Affiliate Transaction involving the purchase or other acquisition or sale, lease, transfer or other disposition of related Affiliate Transactions with properties or assets other than in the ordinary course of business, in each case, having a fair market value or for net proceeds in excess of US$50.0 million$15,000,000, such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of Lessee delivers to Agent and the disinterested members of the Board of Directors of the Company. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject Participants an opinion as to the provisions fairness to Lessee or such Subsidiary from a financial point of paragraph view issued by an investment banking firm of national standing; provided, however, that (a) above: (1i) any employment agreement or stock option agreement entered into by the Company Lessee or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business and consistent with the past practice of Lessee (or the Company General Partner) or such Subsidiary, Restricted Subsidiary; (2) transactions between or among the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are Payments permitted by the provisions of Section 4.10 hereof; 5.28, and transactions entered into by Lessee in the ordinary course of business in connection with reinsuring the self-insurance programs or other similar forms of retained insurable risks of the retail propane businesses operated by Lessee, its Subsidiaries and its Affiliates, in each case, shall not be deemed Affiliate Transactions, and (8) Permitted Investments; (9ii) nothing herein shall authorize the payments by Lessee to the General Partner or any Tax Benefit Transactionother Affiliate of Lessee for administrative expenses incurred by such Person other than such out-of-pocket administrative expenses as such Person shall incur and Lessee shall pay in the ordinary course of business; and (10) transactions effected as part and provided, further, that the foregoing provisions of a Qualified Receivables Transactionthis Section 5.22 shall not apply to transfers of accounts receivable of Lessee to an SPE in connection with any Accounts Receivable Securitization permitted by Section 5.21.

Transactions with Affiliates. Except for the payment of fees and the reimbursement of expenses in connection with the Control Stockholder's acquisition of Common Stock on the date hereof, until the consummation of the Company's Initial Public Offering (a) The as hereinafter defined), the Company shall not, and shall its subsidiaries will not permit any Restricted Subsidiary to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, similar transactions with any Affiliate, officer or director affiliates of the Company unless: (each, an “Affiliate Transaction”i) unless: (1) such Affiliate Transaction is on terms that are no less favorable to in the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) with respect to any Affiliate Transaction or series case of related Affiliate Transactions with a fair market value transactions in excess of US$50.0 $10 million but less than $50 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved by the Company obtains a majority of the disinterested members resolution of the Board of Directors of the Company. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject Company approved by a majority of Disinterested Directors certifying as to the provisions fairness of paragraph the transaction; or (aii) above: in the case of transactions (1A) any employment agreement entered into by the Company in excess of $50 million or any Restricted Subsidiary (B) pursuant to which fees are paid to such affiliate (other than sales of products and services in the ordinary course of business business), the Company obtains, in addition to the approval of a majority of Disinterested Directors, a fairness opinion from a nationally recognized investment banking firm selected by the Disinterested Directors. In addition to the foregoing, (i) if all of the transactions entered into after the date hereof among the Company or its subsidiaries, on the one hand, and consistent with First Reserve and its affiliates (the "FRC Affiliate Group"), on the other hand, (other than the acquisition by the Company of Entech Industries, Inc., a Delaware corporation, and LVF Holding Corporation, a Delaware corporation, both of which are controlled by First Reserve) in the aggregate exceed $50 million, then the Company will not enter into any subsequent transactions with the past practice FRC Affiliate Group unless the Company obtains a resolution of the Board of Directors of the Company or such Restricted Subsidiary; approved by a majority of Disinterested Directors certifying as to the fairness of the transaction, and (2ii) if all of the transactions between or entered into after the date hereof among the Company and/or or its subsidiaries, on the Restricted Subsidiaries; one hand, and with Odyssey and its affiliates (3) the "Odyssey Affiliate Group"), on the other hand, in the aggregate exceed $50 million, then the Company will not enter into any subsequent transactions with the Odyssey Affiliate Group unless the Company obtains a Person that is an Affiliate resolution of the Board of Directors of the Company solely because approved by a majority of Disinterested Directors (which majority shall include the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable affirmative vote of at least one director appointed by FRC) certifying as to the Company fairness of the transaction. Without limiting the foregoing, term "Disinterested Directors" shall mean (a) with respect to any transaction with the FRC Affiliate Group, the directors other than those nominated by FRC and (b) with respect to any transaction with the Odyssey Affiliate Group, the directors other than those nominated by Odyssey. For purposes of this Section 1.6, the dollar amount of any transaction shall be determined by reference, in the case of any transaction to be performed by one or the relevant Restricted Subsidiary than those that would have been obtained other party entirely through the payment of cash, to the amount of cash so required or, in the case of any other transaction, to the fair value of any property or services conveyed or rendered by one or the other party, as determined by a comparable arm’s length transaction majority of the Disinterested Directors, together with the amount of any cash required to be paid by such party. For purposes of this Agreement, the Company's Initial Public Offering shall mean the first firmly underwritten public offering by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates shares of Common Stock representing at least 5% of the Company; outstanding Common Stock (5on a fully diluted basis after giving effect to such offering) sales of Equity Interests of in which the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment theretoCompany receives proceeds, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is the aggregate, of not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect less than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions $100,000,000 before deduction of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transactionunderwriters' commissions and expenses.

Transactions with Affiliates. (a) The Company Issuers shall not, and shall not permit any Restricted Subsidiary of their respective Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate (each of the Company (eachforegoing, an “"Affiliate Transaction”) unless: "), unless (1a) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary corporation than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary relevant corporation with an unrelated Person; and Person and (2b) the Issuers deliver to the Trustee (x) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate payments in excess of US$50.0 $5 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions has been complies with clause (a) above and such Affiliate Transaction or series of related Affiliate Transactions is approved by a majority of the disinterested members of the Board of Directors and (y) with respect to any Affiliate Transaction or series of the Company. (b) The following items shall be deemed not to constitute related Affiliate Transactions andinvolving aggregate payments in excess of $10 million, therefore, shall not be subject an opinion as to the provisions fairness thereof to the relevant corporation from a financial point of paragraph view issued by a nationally recognized independent appraisal firm, independent public accounting firm or investment banking firm in Canada or the United States; provided, however, that (a) above: (1i) any employment agreement entered into by the Company Consoltex Group or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company Consoltex Group or such Restricted Subsidiary; , (2ii) transactions between or among Consoltex Group and/or its Subsidiaries, (iii) the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons the Principals and their Affiliates in connection with consulting, management, investment banking or financial advisory services rendered to the Issuers or their respective Subsidiaries in an aggregate amount not to exceed US$1.4 million per annum, (iv) the reimbursement of reasonable expenses of the Principals and their Affiliates in connection with consulting, management, investment banking or financial advisory services rendered to the Issuers or their respective Subsidiaries, (v) the payment of reasonable and customary fees to directors of the Issuers and their respective Subsidiaries who are not otherwise Affiliates employees of the Company; such entities, (5vi) sales of Equity Interests of the Companyloans or other advances to officers, directors and employees for travel, entertainment, moving, other than Disqualified Stock or Back-to-Back Securitiesrelocation expenses (including housing loans) and other business purposes made in the ordinary course of business, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7vii) transactions that are permitted by the provisions of Section 4.10 4.07 hereof; , and (8) Permitted Investments; viii) the Restructuring Transactions (9as defined in the Issuers' Confidential Offering Circular and Consent Solicitation Statement, dated January 10, 2002 relating to the Notes) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transactionin each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company Issuer (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $20.0 million, unless: (1i) such Affiliate Transaction is on terms that are no not materially less favorable to the Company Issuer or the relevant Restricted Subsidiary than those that would could have been obtained in a comparable arm’s length transaction by the Company Issuer or such Restricted Subsidiary with an unrelated Person; and (2ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$$50.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved the Issuer delivers to the Trustee a resolution adopted in good faith by a the majority of the disinterested members of the Board of Directors of the CompanyIssuer, approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (a) above. (b) The following items shall be deemed provisions of Section 3.8(a) will not to constitute Affiliate Transactions and, therefore, shall not be subject apply to the provisions of paragraph following: (i) (a) above:transactions between or among the Issuer and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and (b) any merger or consolidation of the Issuer and Holdings or any other direct parent of the Issuer, provided that such parent company shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger or consolidation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; (1a) Restricted Payments permitted by this Indenture and (b) Permitted Investments; (iii) any employment agreement agreements entered into by the Company Issuer or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent with the past practice payment of reasonable and customary fees and reimbursements paid to, and indemnity and similar arrangements provided on behalf of, officers, directors, employees or consultants of the Company Issuer or such any Restricted SubsidiarySubsidiary or Holdings or (to the extent relating to the business of the Issuer and its Subsidiaries) any other direct or indirect parent of the Issuer; (2iv) transactions between or among in which the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 Issuer or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the of its 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 Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph; (v) payments or loans (or cancellation of loans, advances or guarantees) or advances to employees or consultants or guarantees in respect thereof for bona fide business purposes in the ordinary course of business; (vi) any agreement as in effect as of the Issue Date (other than the Management Agreement) or as thereafter amended, supplemented or replaced (so long as such amended, supplemented or replaced agreement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on October 8, 2003the Issue Date) or any transaction or payments contemplated thereby; (7vii) transactions that are permitted by the provisions Management Agreement as in effect as of Section 4.10 hereofthe Issue Date or as thereafter amended, supplemented or replaced (so long as such amended, supplemented or replaced agreement is not more disadvantageous to the Holders of the Notes in any material respect than the Management Agreement as in effect on the Issue Date) or any transaction or payments (including reimbursement of out-of-pocket expenses) contemplated thereby; (8) Permitted Investmentsviii) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, the Merger Agreement, any stockholders or similar agreement to which it is a party as of the Issue Date and any amendment thereto or similar transactions, arrangements or agreements that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, arrangement or agreement or under any similar transaction, arrangement or agreement entered into after the Issue Date shall only be permitted by this clause (viii) to the extent that the terms of any such existing transaction, arrangement or agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Holders of the Notes in any material respect than the original transaction, arrangement or agreement as in effect on the Issue Date; (9a) 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 Issuer and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Issuer, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (b) transactions with Unrestricted Subsidiaries in the ordinary course of business; (x) any Tax Benefit Transaction; and (10) transactions transaction effected as part of a Qualified Receivables TransactionFinancing; (xi) the sale or issuance of Equity Interests (other than Disqualified Stock) of the Issuer; (xii) payments by the Issuer or any of its Restricted Subsidiaries to the Sponsor or any of its 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 (x) made pursuant to agreements with the Sponsor described in the Offering Memorandum or (y) approved by a majority of the Board of Directors of the Issuer in good faith; (xiii) any contribution to the capital of the Issuer (other than Disqualified Stock); (xiv) any transaction with a Person (other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; provided that no Affiliate of the Issuer or any of its Subsidiaries other than the Issuer or a Restricted Subsidiary shall have a beneficial interest or otherwise participate in such Person; (xv) transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Issuer or Holdings or any other direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent of the Issuer, as the case may be, on any matter involving such other Person; (xvi) the entering into of any tax sharing agreement or arrangement and any payments permitted by Section 3.4(b)(xii); (xvii) transactions to effect the Transactions and the payment of all transaction, underwriting, commitment and other fees and expenses related to the Transactions; (xviii) pledges of Equity Interests of Unrestricted Subsidiaries; (xix) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith; (xx) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by the Issuer or any of its Restricted Subsidiaries with current, former or future officers and employees of the Issuer, Holdings or any of their respective Restricted Subsidiaries and the payment of compensation to officers and employees of the Issuer, Holdings or any of their respective Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (xxi) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Issuer or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (xxii) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of their obligations under the terms of, any customary registration rights agreement to which they are a party or become a party in the future; and (xxiii) investments by the Sponsor in securities of the Issuer or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by the Sponsor in connection therewith).

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange transfer or otherwise dispose of any of its their properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10,000,000, unless: (1) such Affiliate Transaction is on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated PersonPerson on an arm’s-length basis; and (2) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate payments or consideration in excess of US$50.0 million$20,000,000, such Affiliate Transaction or series of related Affiliate Transactions has been approved a resolution adopted by a the majority of the disinterested members of the Board of Directors approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of the Companythis Section 4.11(a). (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph Section 4.11 (a) abovehereof shall not apply to the following: (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2A) transactions between or among the Company and/or or any of its Restricted Subsidiaries, and (B) any Affiliate Transaction, directly or indirectly, (i) constituting the payment of dividends or making any other distributions to CCU or any of its Restricted Subsidiaries (as defined in the indenture described in clause (b) of the definition of the Existing Senior Notes Indentures) or payment of any Indebtedness owed to CCU or any of its Restricted Subsidiaries (as defined in the indenture described in clause (b) of the definition of the Existing Senior Notes Indentures), (ii) making loans or advances to CCU or any of its Restricted Subsidiaries (as defined in the indenture described in clause (b) of the definition of the Senior Notes Indentures), or (iii) selling, leasing or transferring any properties or assets to CCU or any of its Restricted Subsidiaries (as defined in the indenture described in clause (b) of the definition of the Existing Senior Notes Indentures); (2) Restricted Payments permitted by Section 4.07 of the 2017 B Indenture and Investments constituting Permitted Investments (as defined in the 2017 B Indenture); (3) for so long as the Company is a member of a group filing a consolidated, combined, unitary, or similar group tax return with any direct or indirect parent company of the Company (regardless of whether the Company is a Wholly-Owned Subsidiary of such parent company), payments in respect of the hypothetical consolidated, combined, unitary, or similar group tax liabilities of the Company and its Subsidiaries, determined as if the Company were the common parent of a group of a separate affiliated group of corporations filing a consolidated federal income tax return (or the common parent of the applicable comparable group filing a consolidated, combined, unitary, or similar group tax return under state, local, or foreign law); (4) the payment of reasonable and customary fees and compensation consistent with past practice or industry practices paid to, and indemnities provided on behalf of, employees, officers, directors or consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; (35) transactions with a Person that is an Affiliate of in which the Company solely because or any of its 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 owns an Equity Interest in or such Person, provided such transactions Restricted Subsidiary from a financial point of view or stating that the terms are on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or BackPerson on an arm’s-to-Back Securities, to Affiliates of the Companylength basis; (6) any agreement or arrangement and the transactions contemplated thereby with an affiliate as in effect on October 8as of the Issue Date, 2003 and any extension, amendment, restatement, modification or other supplement to, or replacement of, any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto of the foregoing and so long as any such amendment extension, amendment, restatement, modification or replacement agreement or arrangement other supplement is not more disadvantageous materially adverse in the good faith judgment of the Board of Directors to the Company or Holders when taken as a whole as compared to the Restricted Subsidiaries, as the case may be, in any material respect than the original applicable agreement as in effect on October 8, 2003the Issue Date; (7) transactions the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement, principal investors 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 are 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 (7) to the provisions extent that the terms of Section 4.10 hereofany such amendment or new agreement are not otherwise materially adverse in the good faith judgment of the Board of Directors to the Holders when taken as a whole; (8) Permitted Investmentsthe Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, contractors, joint venture partners 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 and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party; (10) the issuance of Equity Interests (other than Disqualified Stock) by the Company or a Restricted Subsidiary; (11) agreements and transactions between the Company and its Restricted Subsidiaries, on the one hand, and CCU or any Tax Benefit Transactionof its Restricted Subsidiaries (as defined in the indenture described in clause (b) of the definition of the Existing Senior Notes Indentures), on the other hand; (12) payments by the Company or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors in good faith or as otherwise permitted by this Indenture; (13) payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, severance arrangements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by a majority of the Board of Directors in good faith; and (10a) transactions effected Investments by the Investors in debt securities of the Company or any of its Restricted Subsidiaries and any payments in respect thereof so long as part (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5.0% of a Qualified Receivables Transactionthe proposed or outstanding issue amount of such class of securities, and (b) payments in respect of any Public Debt or Notes held by Affiliates.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee Guarantee with, or for the benefit of, any Affiliate, officer or director of the Company (each, an “Affiliate Transaction”) unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 75.0 million, : (i) a Board Resolution of the Company set forth in an Officers’ Certificate stating that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company; or (ii) an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing in the United States or Canada. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph (a) above: (1) payments pursuant to any employment agreement agreement, collective bargaining agreement, employee benefit plan or other compensation, indemnity, incentive or similar arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business business, which represent customary and consistent with reasonable consideration (as determined in good faith by the past practice Board of Directors of the Company or such Restricted SubsidiaryCompany); (2) transactions between or among the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 the Issue Date or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003the Issue Date; (7) transactions Restricted Payments that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions Transactions effected as part of a Qualified Receivables Transaction; and (10) any Tax Benefit Transaction.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 permit to occur any transaction or series of transactionsrelated transactions (including the purchase, contractsale, agreementlease or exchange of any property, understanding, loan, advance the guaranteeing of any Indebtedness or guarantee the rendering of any service) with, or for the benefit of, any Affiliate, officer or director of the Company their respective Affiliates (each, each an “"Affiliate Transaction”"), other than (x) unless: Affiliate Transactions permitted under Section 4.08(b) and (1y) such Affiliate Transaction is Transactions on terms that are no less favorable to the Company or such Restricted Subsidiary, as the relevant Restricted Subsidiary case may be, than those that would could reasonably have been obtained in a comparable arm’s transaction at such time on an arm's-length transaction by basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary with an unrelated Person; and Subsidiary, as the case may be. All Affiliate Transactions (2) with respect to any Affiliate Transaction or and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of US$50.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been $1.0 million shall be approved by a majority of the disinterested members of the Board of Directors of the Company. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph (a) above: (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2) transactions between or among , 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 foregoing provisions. If the Company and/or the or any Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate Subsidiary of the Company solely because enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are similar or part of a common plan) that involves aggregate payments or other property with a fair market value in excess of $10.0 million, the Company owns an Equity Interest in or such PersonRestricted Subsidiary, provided as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.08(a) shall not apply to (i) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary than those that would have been obtained of the Company as determined reasonably and in a comparable arm’s length transaction good faith by the Board of Directors or senior management of the Company or such Restricted Subsidiary with an unrelated Person; Subsidiary, as the case may be; (4ii) payment transactions exclusively between or among the Company and any of reasonable directors fees to Persons who its Wholly Owned Restricted Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries; PROVIDED that such transactions are not otherwise Affiliates prohibited by this Indenture; (iii) Restricted Payments permitted by this Indenture; (iv) transactions effected as part of the Company; a Qualified Securitization Transaction; and (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6v) any agreement or arrangement as in effect on October 8, 2003 as of the Issue Date or any amendment thereto or and any transaction contemplated thereby, thereby (including pursuant to any amendment thereto, in amendment) or any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, Holders in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables TransactionIssue Date.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate (each of the Company (eachforegoing, an “Affiliate Transaction”) "AFFILIATE TRANSACTION"), unless: (1a) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would could have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2b) the Company delivers to the Trustee: (i) with respect to any Affiliate Transaction involving aggregate payments in excess of $5.0 million or any series of Affiliate Transactions with an Affiliate involving aggregate payments in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with Section 4.11 (a) and such Affiliate Transaction is approved by a majority of the disinterested directors on the Board of Directors; and (ii) with respect to any Affiliate Transaction or any series of related Affiliate Transactions with a fair market value involving aggregate payments in excess of US$50.0 $25.0 million, an opinion as to the fairness to the Company or such Affiliate Transaction or series Subsidiary from a financial point of related Affiliate Transactions has been approved view issued by a majority an investment banking firm of national standing with high yield experience together with an Officer's Certificate to the disinterested members of effect that such opinion complies with this clause (ii); provided, however, that notwithstanding the Board of Directors of foregoing provisions, the Company. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject deemed to the provisions of paragraph (a) abovebe Affiliate Transactions: (1) any employment agreement entered into by the Company or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or its predecessor or such Restricted Subsidiary; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction permitted by the Company or such Restricted Subsidiary with an unrelated Personprovisions of Section 4.09 hereof; (4) payment Liens permitted under Section 4.07 hereof which are granted by the Company or any of reasonable directors fees its Subsidiaries to Persons who are not otherwise Affiliates an unrelated Person for the benefit of the Company or any other Subsidiary of the Company; (5) sales of Equity Interests of any transaction pursuant to an agreement in effect on the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the CompanyIssuance Date; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any the incurrence of Indebtedness by a Restricted Subsidiary where such amendment or replacement agreement or arrangement Indebtedness is not more disadvantageous owed to the Company or holders of the Equity Interests of such Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect Subsidiary on October 8, 2003a pro rata basis and on substantially identical principal financial terms; (7) transactions that are permitted by management, operating, service or interconnect agreements entered into in the provisions ordinary course of Section 4.10 hereof; business with any Cable Business in which the Company or any Restricted Subsidiary has an Investment and which is not a Cable Controlled Subsidiary (8) Permitted Investments; (9) any Tax Benefit Transactionand of which no Affiliate of the Company is an Affiliate other than as a result of such Investment); and (10) transactions effected as part of a Qualified Receivables Transaction8) any tax sharing agreement.

Transactions with Affiliates. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, with any Affiliate, officer or director Affiliate of the Company Issuer (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $37.5 million at such time, unless: (1i) such Affiliate Transaction is on terms that are no not materially less favorable to the Company Issuer or the its relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company Issuer or such Restricted Subsidiary with an unrelated PersonPerson on an arm’s-length basis; or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate payments or consideration in excess of US$50.0 million$75.0 million at such time, the terms of such Affiliate Transaction or series of related Affiliate Transactions has transaction have been approved by a majority of the disinterested members of the Board of the Issuer or any direct or indirect parent of the Issuer. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (ii) of this paragraph if such Affiliate Transaction is approved by a majority of the Disinterested Directors of the CompanyIssuer or any direct or indirect parent of the Issuer, if any. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, provisions of Section 4.11(a) hereof shall not be subject apply to the provisions of paragraph (a) abovefollowing: (1i) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2x) transactions between or among the Company and/or the Issuer or any of its Restricted Subsidiaries; (or any entity that becomes a Restricted Subsidiary as a result of such transaction) and (y) any merger, amalgamation or consolidation of the Issuer into any direct or indirect parent company; provided, that such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of the Indenture; (3ii) Restricted Payments permitted by Section 4.07 hereof (including any transaction specifically excluded from the definition of the term “Restricted Payments”) (other than pursuant to clauses (xiii) and (xv)(A) of Section 4.07(b)); (iii) transactions with a Person that pursuant to the Transaction Agreements, or any amendment thereto or replacement thereof so long as any such amendment or replacement is an Affiliate not materially disadvantageous in the good faith judgment of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable Issuer to the Company Holders when taken as a whole, as compared to the applicable agreement as in effect immediately prior to such amendment or replacement; (iv) (A) employment agreements, employee benefit and incentive compensation plans and arrangements and (B) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of or for the benefit of, future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries, including in connection with the Transactions; (v) transactions in which the Issuer or any of its 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 Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company Issuer or such Restricted Subsidiary with an unrelated PersonPerson on an arm’s-length basis; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6vi) any agreement or arrangement as in effect on October 8as of the Escrow Release Date, 2003 or any amendment or replacement thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto (so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the Issuer to the Holders when taken as a whole as compared to the applicable agreement or arrangement as in effect on the Escrow Release Date); (vii) any Intercompany License Agreements; (viii) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders, investor rights or similar agreement (including any registration rights agreement or purchase agreement related thereto) to which it (or any parent company of the Issuer) is not more disadvantageous a party as of the Escrow Release Date and any similar agreements which it (or any parent company of the Issuer) may enter into thereafter; provided that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such parent company) of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Escrow Release Date shall only be permitted by this clause (viii) to the Company extent that the terms of any such amendment or new agreement are not otherwise, when taken as a whole, materially disadvantageous in the good faith judgment of the Issuer to the Holders than those in effect on the Escrow Release Date; (ix) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (x) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services or providers of employees or other labor that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (xi) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer to any direct or indirect parent company of the Issuer or to any Permitted Holder or to any employee, director, officer, manager, member, partner or consultant(or their respective Affiliates or Immediate Family Members) of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (A) any sale or other transfer of accounts receivable, or participations therein, or Securitization Assets or related assets or any other transactions effected in connection with any Qualified Securitization Facility (including servicing agreements and other customary similar arrangements) and (B) any disposition or repurchase of accounts receivable, or participations therein or Securitization Assets or related assets in connection with any Qualified Securitization Facility; (xiii) [Reserved]; (xiv) payments and Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Issuer and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager, member, partner or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement that are, in each case, approved by the Issuer in good faith; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the Issuer in good faith; (A) investments by Affiliates in securities or loans or other Indebtedness of the Issuer or any of its Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Issuer or such Restricted Subsidiary generally to other investors on the same or more favorable terms, and (B) payments to Affiliates in respect of securities or loans or other Indebtedness of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (xvi) payments to or from, and transactions with, any joint venture or Unrestricted Subsidiary in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto); (xvii) payments by the Issuer (and any direct or indirect parent company thereof) and its Subsidiaries pursuant to tax sharing agreements among the Issuer (and any such parent company) and its Subsidiaries, to the extent such payments are permitted under clause (xv)(B) of Section 4.07(b) hereof; (xviii) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee, and any Affiliate of the Issuer, as lessor, which is approved by the Issuer in good faith; (xix) intellectual property licenses in the ordinary course of business or consistent with past practice; (xx) all payments to a direct or indirect parent entity of the Issuer otherwise permitted under this Indenture; (xxi) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to equityholders of the Issuer or any direct or indirect parent thereof pursuant to any equityholders, registration rights or similar agreements; (xxii) the pledge of Equity Interests of any Unrestricted Subsidiary to lenders to support the Indebtedness of such Unrestricted Subsidiary owed to such lenders; (xxiii) Permitted Intercompany Activities and related transactions; (xxiv) (A) any transactions with a Person which would constitute an Affiliate Transaction solely because the Issuer or its Restricted Subsidiary owns an equity interest in or otherwise controls such Person, or (B) transactions with a Person which would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any direct or indirect parent company; provided, that such director abstains from voting as a director of the Issuer or such direct or indirect parent company, as the case may be, in on any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transactionmatter including such other Person; and (10xxv) transactions effected as part any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of a Qualified Receivables disposition made in accordance with or not prohibited by the Indenture. If the Issuer or any of its Restricted Subsidiaries (i) purchases or otherwise acquires assets or properties from a Person which is not an Affiliate, the purchase or acquisition by an Affiliate of the Issuer of an interest in all or a portion of the assets or properties acquired shall not be deemed an Affiliate Transaction (or cause such purchase or acquisition by the Issuer or a Restricted Subsidiary to be deemed an Affiliate Transaction) or (ii) sells or otherwise disposes of assets or other properties to a Person who is not an Affiliate, the sale or other disposition by an Affiliate of the Issuer of an interest in all or a portion of the assets or properties sold shall not be deemed an Affiliate Transaction (or cause such sale or other disposition by the Issuer or a Restricted Subsidiary to be deemed an Affiliate Transaction).

Transactions with Affiliates. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company Issuer (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $25.0 million, unless: (1i) such Affiliate Transaction is on terms that are no not materially less favorable to the Company Issuer or the relevant Restricted Subsidiary than those that would could have been obtained in a comparable arm’s length transaction by the Company Issuer or such Restricted Subsidiary with an unrelated Person; and (2ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $75.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved the Issuer delivers to the Trustee a resolution adopted in good faith by a the majority of the disinterested members of the Board of Directors of the CompanyIssuer, approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (a) above. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, provisions of Section 4.07(a) shall not be subject apply to the provisions of paragraph (a) abovefollowing: (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2i) transactions between or among the Company Issuer and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and any merger, consolidation or amalgamation of the Restricted SubsidiariesIssuer and any direct parent of the Issuer; provided that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; (3ii) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction Payments permitted by the Company or such Restricted Subsidiary with an unrelated PersonSection 4.04 and Permitted Investments; (4iii) payment (x) the entering into of reasonable directors fees to Persons who are not otherwise Affiliates any agreement (and any amendment or modification of any such agreement so long as, in the good faith judgment of the Company; (5) sales Board of Equity Interests Directors of the CompanyIssuer, other than Disqualified Stock or Back-to-Back Securitiesany such amendment is not disadvantageous to the holders when taken as a whole, as compared to Affiliates of the Company; (6) any such agreement or arrangement as in effect on October 8the Existing 8.5% Issue Date) to pay, 2003 or and the payment of, management, consulting, monitoring and advisory fees to the Sponsors in an aggregate amount in any amendment thereto or fiscal year not to exceed the greater of (A) $30.0 million and (B) 1.0% of EBITDA of the Issuer and its Restricted Subsidiaries for the immediately preceding fiscal year, plus out-of-pocket expense reimbursement; provided, however, that any transaction contemplated thereby, including payment not made in any fiscal year may be carried forward and paid in the following two fiscal years and (y) the payment of the present value of all amounts payable pursuant to any amendment theretoagreement described in clause (iii)(x) of this Section 4.07(b) in connection with the termination of such agreement; (iv) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary, any direct or indirect parent of the Issuer; (v) payments by the Issuer or any of its Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in any replacement agreement connection with acquisitions or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous divestitures, which payments are (x) made pursuant to the Company agreements with the Sponsors described in the February Offering Memorandum or (y) approved by a majority of the Board of Directors of the Issuer in good faith; (vi) transactions in which the Issuer or any of its 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 Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a); (vii) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the Board of Directors of the Issuer in good faith; (viii) any agreement as in effect as of the Existing 8.5% Issue Date or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the Notes in any material respect than the original agreement as in effect on October 8, 2003the Existing 8.5% Issue Date) or any transaction contemplated thereby as determined in good faith by the Issuer; (7ix) transactions the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, Acquisition Documents, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Existing 8.5% Issue Date, and any transaction, agreement or arrangement described in the February Offering Memorandum and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that are the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Existing 8.5% Issue Date shall only be permitted by this clause (ix) to the provisions extent that the terms of Section 4.10 hereofany such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the holders of the Notes in any material respect than the original transaction, agreement or arrangement as in effect on the Existing 8.5% Issue Date; (8) Permitted Investmentsx) the execution of the Acquisition Transactions, and the payment of all fees and expenses related to the Acquisition Transactions, including fees to the Sponsors, which are described in the February Offering Memorandum or contemplated by the Acquisition Documents; (9xi) any Tax Benefit Transaction; andtransactions made pursuant to any Operations Management Agreement and any transactions in connection with the use of the revolving credit facility under the Credit Agreement for the account or benefit of the Subsidiaries of Caesars Entertainment other than the Issuer and its Subsidiaries (including the distribution of the proceeds of any such revolving credit Indebtedness and with respect to the issuance of, or payments in respect of drawings under, letters of credit); (10xii) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale 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 Issuer and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm; (xiii) any transaction effected as part of a Qualified Receivables TransactionFinancing; (xiv) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person; (xv) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith; (xvi) the entering into of any tax sharing agreement or arrangement that complies with Section 4.04(b)(xii); (xvii) any contribution to the capital of the Issuer; (xviii) transactions permitted by, and complying with, Section 5.01; (xix) transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent, as the case may be, on any matter involving such other Person; (xx) pledges of Equity Interests of Unrestricted Subsidiaries; (xxi) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business; (xxii) any employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; and (xxiii) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officer’s Certificate) for the purpose of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any provision set forth in this Indenture.

Transactions with Affiliates. (a) The Company OI Group shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of the Company Affiliate (each, an “Affiliate Transaction”"AFFILIATE TRANSACTION") involving aggregate payments in consideration in excess of $5.0 million, unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Company OI Group or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company OI Group or such Restricted Subsidiary with an unrelated Person; and (2) OI Group delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related complies with this Section 4.16 and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company. (b) Directors. The following items shall not be deemed not to constitute be Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph (a) abovethe prior paragraph: (1) any employment agreement entered into by the Company transactions between or any among OI Group and/or its Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted SubsidiarySubsidiaries; (2) transactions between or among OI Group and/or its Restricted Subsidiaries on the Company and/or one hand, and OI Inc. on the Restricted Subsidiariesother, that are in the ordinary course of business consistent with past practices; (3) transactions with a Person that is an Affiliate payment of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Personreasonable directors' fees; (4) payment of reasonable directors fees to Persons who Restricted Payments that are not otherwise Affiliates of the Companypermitted by Section 4.12; (5) sales the payment of Equity Interests of the Companycustomary annual management, other than Disqualified Stock or Back-to-Back Securitiesconsulting, monitoring and advisory fees and related expenses to Affiliates of the CompanyKKR and its Affiliates; (6) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of OI Group, any agreement of its direct or arrangement as in effect on October 8, 2003 indirect parent corporations or any amendment thereto Restricted Subsidiary of OI Group; (7) payments by OI Group or any transaction contemplated therebyof its Restricted Subsidiaries to KKR and its Affiliates for any financial advisory, including pursuant to any amendment theretofinancing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of OI Group in good faith; (8) transactions in which OI Group or any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the of its Restricted Subsidiaries, as the case may be, in any material respect than delivers to the original agreement as in effect on October 8, 2003; Trustee a letter from an investment banking firm of nationally recognized standing stating that such transaction is fair to OI Group or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (71) transactions that are permitted by of the provisions of Section 4.10 hereof; (8) Permitted Investmentspreceding paragraph; (9) in addition to any Tax Benefit Transactionpayments referred to in (6) above, payments or loans to officers, directors and employees of OI Group, any of its direct or indirect parent corporations or any Restricted Subsidiary of OI Group for business or personal purposes and other loans and advances, in accordance with any policy of OI Group which shall have been approved by the Board of Directors of OI Group in good faith from time to time, to such officers, directors and employees for travel, entertainment, moving and other relocation expenses made in the ordinary course of business of OI Group, any of its direct or indirect parent corporations or any Restricted Subsidiary of OI Group; (10) any agreement in effect as of the Issue Date or any amendment thereto (so long as such amendment is not disadvantageous to the Holders in any material respect) or any transaction contemplated thereby; (11) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business which are fair to OI Group or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of OI Group or the senior management thereof; (12) the issuance of Equity Interests (other than Disqualified Stock) of OI Group or the Company to any of the Principals; and (1013) transactions effected as part involving the sale of accounts receivables by OI Group or any of its Restricted Subsidiaries or a Qualified Receivables Transactionspecial purpose vehicle established by any of them to purchase and sell receivables.

Transactions with Affiliates. Section 3.21 of the Company Disclosure Schedules sets forth (a) The Company shall notall Contracts that are in effect as of the date of this Agreement between (i) any Group Company, on the one hand, and shall not permit (ii) any Restricted Subsidiary toofficer, directly director, employee, partner, member, manager, direct or indirectly, make any payment to, indirect equityholder or sell, lease, transfer, exchange or otherwise dispose Affiliate of any of its properties or assets toGroup Company (other than, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit ofavoidance of doubt, any Affiliate, officer other Group Company) or director any family member of the foregoing Persons, on the other hand (each Person identified in this clause (ii), a “Company Related Party”), other than (each, an “Affiliate Transaction”A) unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) Contracts with respect to a Company Related Party’s employment with (including benefit plans and other ordinary course compensation from) any Affiliate Transaction or series of related Affiliate Transactions with a fair market value in excess of US$50.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph (a) above: (1) any employment agreement Group Companies entered into by the Company or any Restricted Subsidiary in the ordinary course of business business, (B) Contracts with respect to the grant of Company Options, (C) Contracts entered into after the date of this Agreement that are either permitted pursuant to Section 6.1(b) of the BCA (Conduct of Business of the Company) or entered into in accordance with Section 6.1(b) of the BCA (Conduct of Business of the Company), (D) the BCA and consistent the BCA Ancillary Documents and any other Contracts that the Group Companies are expressly required to enter into pursuant to the Merger Transaction, and (E) any ancillary documents and any other Contracts that the Group Companies are expressly required to enter into pursuant to this Agreement, and (b) all Contracts that, following the Closing, would be required to be disclosed in the Issuer’s filings with the past practice SEC as a “related party transaction” under the Federal Securities Laws. Other than as set forth on Section 3.21 of the Company Disclosure Schedules, no Company Related Party (A) owns any interest in any material asset used in any Group Company’s business, or such Restricted Subsidiary; (2B) owes any material amount to, or is owed any material amount by, or has any claim or cause of action against, any Group Company (other than ordinary course accrued compensation, employee benefits, employee or director expense reimbursement or other transactions between or among entered into after the Company and/or the Restricted Subsidiaries; (3date of this Agreement that are either permitted pursuant to Section 6.1(b) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; BCA (4) payment Conduct of reasonable directors fees to Persons who are not otherwise Affiliates Business of the Company; ) or entered into in accordance with Section 6.1(b) of the BCA (5) sales Conduct of Equity Interests Business of the Company)). All Contracts, arrangements, understandings, interests and other than Disqualified Stock or Back-to-Back Securities, matters that are required to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including be disclosed pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long this Section 3.21 are referred to herein as any such amendment or replacement agreement or arrangement is not more disadvantageous to the “Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables TransactionRelated Party Transactions”.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 permit to exist any transaction or series of transactionsrelated transactions (including the purchase, contractsale, agreementlease or exchange of any property, understanding, loan, advance employee compensation arrangements or guarantee with, or for the benefit of, rendering of any Affiliate, officer or director service) with any Affiliate of the Company (each, an “"Affiliate Transaction”") unless: unless the terms thereof (1i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant such Restricted Subsidiary than those that would have been could be obtained at the time of such transaction in arm's-length dealings with a comparable arm’s length transaction by the Company or Person who is not such Restricted Subsidiary with an unrelated PersonAffiliate; and and (2ii) with respect to any if such Affiliate Transaction (or series of related Affiliate Transactions with a fair market value Transactions) involve aggregate payments in an amount in excess of US$50.0 million$10 million in any one year, such Affiliate Transaction or series of related Affiliate Transactions has (A) are set forth in writing and (B) have been approved by a majority of the disinterested members of the Board of Directors of the CompanyDirectors. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, provisions of the foregoing paragraph shall not prohibit (i) any Restricted Payment permitted to be subject paid pursuant to the provisions of paragraph covenant described under Section 6.04 herein; (a) above: (1ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment agreement entered into by the Company or any Restricted Subsidiary arrangements, stock options and stock ownership plans in the ordinary course of business and consistent with approved by the past practice Board of Directors or a committee thereof; (iii) the grant of stock options or similar rights to employees and directors of the Company in the ordinary course of business and pursuant to plans approved by the Board of Directors or a committee thereof; (iv) loans or advances to employees in the ordinary course of business of the Company or such Restricted Subsidiary; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; ; (3v) transactions with a Person that is an Affiliate fees, compensation or employee benefit arrangements paid to and indemnity provided for the benefit of directors, officers or employees of the Company solely because or any Subsidiary in the ordinary course of business; or (vi) any Affiliate Transaction between the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant and a Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the between Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transaction.

Transactions with Affiliates. (a) The Company shall LLC Co-Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company LLC Co-Issuer involving aggregate consideration in excess of $15.0 million (eacheach of the foregoing, an “Affiliate Transaction”) ), unless: (1i) such Affiliate Transaction is on terms that are no not materially less favorable to the Company LLC Co-Issuer or the relevant Restricted Subsidiary than those that would could have been obtained in a comparable arm’s length transaction by the Company LLC Co-Issuer or such Restricted Subsidiary with an unrelated PersonPerson on an arm’s-length basis; and (2ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$$50.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved the LLC Co-Issuer delivers to the Trustee a resolution adopted in good faith by a the majority of the disinterested members of the Board of Directors of the CompanyLLC Co-Issuer, approving such Affiliate Transaction, together with an Officer’s Certificate certifying that the Board of Directors of the LLC Co-Issuer determined or resolved that such Affiliate Transaction complies with Section 3.8(a)(i). (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph (aSection 3.8(a) abovewill not apply to: (1i) transactions between or among (A) the LLC Co-Issuer and the Restricted Subsidiaries or (B) the LLC Co-Issuer and any Person that becomes a Restricted Subsidiary as a result of such transaction (including by way of a merger, consolidation or amalgamation); (ii) payment of management, monitoring, consulting, transaction, oversight, advisory and similar fees and payment of all expenses and indemnification claims, in each case, in accordance with the Management Agreements; (iii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreement entered into arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Company Board of Directors of the LLC Co-Issuer or any Parent Entity in good faith; (iv) loans or advances to employees or consultants of any Parent Entity, the LLC Co-Issuer or any Restricted Subsidiary in accordance with clause (2) of the definition of “Permitted Investments;” (v) the payment of fees, reasonable out-of-pocket costs and indemnities to directors, officers, consultants and employees of any Parent Entity, the LLC Co-Issuer or any of the Restricted Subsidiaries in the ordinary course of business (limited, in the case of any Parent Entity, to the portion of such fees and consistent with expenses that are allocable to the past practice LLC Co-Issuer and its Restricted Subsidiaries (which will be 100% for so long as such Parent Entity owns no assets other than the Equity Interests in the LLC Co-Issuer and assets incidental to the ownership of the Company or such LLC Co-Issuer and its Restricted SubsidiarySubsidiaries)); (2vi) the Transactions and transactions between or among the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable pursuant to the Company or Merger Agreement and other transactions, agreements and arrangements in existence on the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the CompanyClosing Date, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any the extent such amendment or replacement agreement or arrangement is not more disadvantageous adverse to the Company or the Restricted Subsidiaries, as the case may be, Holders in any material respect than the original agreement as in effect on October 8, 2003respect; (7vii) transactions that are permitted (A) any employment agreements entered into by the provisions LLC Co-Issuer or any of Section 4.10 hereofits Restricted Subsidiaries in the ordinary course of business; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transaction.

Transactions with Affiliates. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company Issuer (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $15.0 million, unless: (1i) such Affiliate Transaction is on terms that are no not materially less favorable to the Company Issuer or the relevant Restricted Subsidiary than those that would could have been obtained in a comparable arm’s length transaction by the Company Issuer or such Restricted Subsidiary with an unrelated Person; and (2ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $35.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved the Issuer delivers to the Trustee a resolution adopted in good faith by a the majority of the disinterested members of the Board of Directors of the CompanyIssuer or any Parent of the Issuer approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, provisions of Section 4.07(a) shall not be subject apply to the provisions of paragraph (a) abovefollowing: (1i) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2A) transactions between or among the Company Issuer and/or any of its Restricted Subsidiaries and (B) any merger or amalgamation of the Restricted SubsidiariesIssuer and any direct parent company of the Issuer; provided that such parent company shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; (3ii) transactions with a Person that is an Affiliate (a) Restricted Payments permitted by Section 4.04 and (b) Investments under the definition of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person“Permitted Investments”; (4iii) the entering into of any agreement to pay, and the payment of, management, consulting, monitoring and advisory fees and expenses to the Sponsors in an aggregate amount in any fiscal year not to exceed the greater of (x) $12.5 million and (y) 1.25% of Adjusted EBITDA of the Issuer and its Restricted Subsidiaries for the immediately preceding fiscal year; (iv) the payment of reasonable directors and customary fees to Persons who are not otherwise Affiliates to, and indemnity provided on behalf of officers, directors, employees or consultants of the CompanyIssuer or any Restricted Subsidiary of the Issuer or any Parent of the Issuer; (5v) sales payments by the Issuer or any of Equity Interests its Restricted Subsidiaries to the Sponsors 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 (x) approved by a majority of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates Board of Directors of the CompanyIssuer in good faith or (y) made pursuant to any agreement described under Item 13 “Certain Relationships and Related Transactions and Director Independence” in Intelsat, Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2007; (6vi) any agreement or arrangement as transactions in effect on October 8, 2003 which the Issuer or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the of its 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 Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a); (vii) payments or loans (or cancellation of loans) to employees or consultants that are approved by a majority of the Board of Directors of the Issuer in good faith; (viii) any agreement as in effect as of the Issue Date and any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on October 8, 2003the Issue Date) or any transaction contemplated thereby; (7ix) transactions the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, the Acquisition Documents and any amendment thereto or similar agreements which it may enter into thereafter; provided, however, that are the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its 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 (ix) to the provisions extent that the terms of Section 4.10 hereofany such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Issue Date; (8) Permitted Investmentsx) transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions; (9xi) (A) 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 Issuer and its Restricted Subsidiaries, in the reasonable judgment of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (B) transactions with Joint Ventures or Unrestricted Subsidiaries entered into in the ordinary course of business; (xii) any Tax Benefit Transaction; and (10) transactions transaction effected as part of a Qualified Receivables TransactionFinancing; (xiii) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted Holder or to any director, officer, employee or consultant of the Issuer or any Parent of the Issuer; (xiv) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any Parent of the Issuer or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith; (xv) the entering into of any tax sharing agreement or arrangement and any payments permitted by clause (xii) of Section 4.04(b); (xvi) any contribution to the capital of the Issuer; (xvii) transactions permitted by, and complying with, the provisions of Section 5.01; (xviii) transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Issuer or any Parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, on any matter involving such other Person; (xix) pledges of Equity Interests of Unrestricted Subsidiaries; (xx) any employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; and (xxi) any transaction pursuant to or in connection with the Specified Intercompany Agreements.

Transactions with Affiliates. (a) The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, make enter into any payment toTransaction (including the sale, or sell, lease, transferpurchase, exchange or otherwise dispose lease of any of its properties or assets toassets, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, services) with or for the benefit ofof any Affiliate of the Company (other than the Company or a Restricted Subsidiary) involving aggregate consideration in excess of $2.0 million, unless such Transaction is entered into in good faith and (1) such Transaction is on terms that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable Transaction in arm’s-length dealings with a party that is not an Affiliate of the Company, (2) with respect to any AffiliateTransaction involving aggregate value in excess of $10.0 million, the Company delivers an Officers’ Certificate to the Trustee certifying that such Transaction complies with clause (1) above, and (3) with respect to any Transaction involving aggregate value in excess of $25.0 million, such Transaction is approved by a majority of the Disinterested Directors of the Board of Directors of the Company; (b) However, Section 4.09(a) shall not apply to: (1) employee benefit arrangements with any officer or director of the Company (eachor any Restricted Subsidiary and payments, an “Affiliate Transaction”) unless:issuances of securities or other transactions pursuant thereto, including under any employment or severance agreement, stock option or stock incentive plans, long term incentive plans, other compensation arrangements and customary insurance or indemnification arrangements with officers or directors of the Company or any Restricted Subsidiary, in each case either entered into in the ordinary course of business or approved by the Disinterested Directors of the Board of Directors of the Company, (12) 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; provided that in the reasonable determination of the Board of Directors of the Company or the senior management of the Company, such Affiliate Transaction is transactions are on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been could reasonably be expected to be obtained in a comparable arm’s transaction at such time on an arm’s-length transaction by basis from a Person that is not an Affiliate of the Company, (3) the payment of reasonable and customary compensation and fees to officers or directors of the Company or such any Restricted Subsidiary who are not employees of the Company or any Affiliate of the Company, (4) loans or advances to officers, directors and employees of the Company or any Restricted Subsidiary made in the ordinary course of business in an aggregate amount not to exceed $2.0 million outstanding at any one time, (5) any Restricted Payments or Permitted Payments made in compliance with an unrelated Person; andSection 4.08 or any Permitted Investments (other than Permitted Investments permitted pursuant to clauses (1)(iv) and (15) of the definition thereof (to the extent involving, prior to the making of such Permitted Investment, any Person other than the Company or a Subsidiary of the Company)), (6) any Transaction undertaken pursuant to (a) any contracts or agreements in existence on the Issue Date (as in effect on the Issue Date) (b) any amendment or replacement of any such agreements or (c) any agreements entered into hereafter that are similar to any such agreements, so long as, in the case of clause (b) or (c), the terms of any such amendment or replacement agreement or future agreement are, on the whole, no less advantageous to the Company or no less favorable to the Holders in any material respect than the agreement so amended or replaced or the similar agreement referred to in the preceding clause (a) or (b), respectively, (7) in the case of (1) contracts for (A) drilling or other oil-field services or supplies, (B) the sale, storage, gathering or transport of Hydrocarbons or (C) the lease or rental of office or storage space or (2) with respect other operation-type contracts, any such contracts that are entered into in the ordinary course of business on terms substantially similar to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value those contained in excess of US$50.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph (a) above: (1) any employment agreement similar contracts entered into by the Company or any Restricted Subsidiary and third parties or, if none of the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, on terms no less favorable than those available from third parties on an arm’s-length basis, as determined (i) in the ordinary course case of business and consistent with contracts involving aggregate value of $50.0 million or less, by the past practice Board of Directors of the Company or such Restricted Subsidiary;the senior management of the Company or (ii) in the case of contracts involving aggregate value in excess of $50.0 million, by the Disinterested Directors of the Board of Directors of the Company, (2) transactions between or among the Company and/or the Restricted Subsidiaries; (3) transactions 8) any Transaction with a Person that is an Affiliate of the Company solely because the Company owns owns, directly or through a Subsidiary, an Equity Interest in equity interest in, or controls, such Person, (9) any sale or other issuance of Qualified Capital Stock of the Company to, provided such transactions are on terms or receipt of a capital contribution from, an Affiliate (or a Person that are no less favorable to becomes an Affiliate) of the Company, (10) any Transaction between the Company or the relevant any Restricted Subsidiary than those that would have been obtained in on the one hand and any Person deemed to be an Affiliate solely because one or more directors of such Person is also a comparable arm’s length transaction by director of the Company or a Restricted Subsidiary, on the other hand; provided that such Restricted Subsidiary with an unrelated Person; (4) payment director or directors abstain from voting as a director of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiary, as applicable, in connection with the approval of the Transaction, (11) indemnities of officers, directors and employees of the Company or any Restricted Subsidiary permitted by law, statutory provision or employment agreement or other arrangement entered into in the ordinary course of business by the Company or any Restricted Subsidiary, (12) (a) guarantees by the Company or any Restricted Subsidiary of performance of obligations of Unrestricted Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and (b) pledges by the Company or any Restricted Subsidiary of Capital Stock in Unrestricted Subsidiaries for the benefit of lenders or other creditors of Unrestricted Subsidiaries, and (13) any transaction in which the Company or any Restricted Subsidiary, as the case may be, in any material respect than delivers to the original agreement as in effect on October 8, 2003; Trustee a letter from an Independent Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of clause (71) transactions that are permitted by the provisions of paragraph (a) of this Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transaction4.09.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of the Company Affiliate (each, an “"Affiliate Transaction”) "), unless: (1a) such the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2b) the Company delivers to the Trustee: (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $2.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related complies with this Section 4.07 and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company.Directors; and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The following items shall not be deemed not to constitute be Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph (a) abovethe prior paragraph: (1a) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2b) transactions between or among the Company and/or the its Restricted Subsidiaries; (3c) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Personloans, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) advances, payment of reasonable directors fees fees, indemnification of directors, or similar arrangements to Persons officers, directors, employees and consultants who are not otherwise Affiliates of the Company; (5d) sales of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, Stock) to Affiliates of the Company; (6e) any agreement or arrangement as agreements in effect on October 8, 2003 at the date of this First Supplemental Indenture or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous no less favorable to the Company or the such Restricted Subsidiaries, as the case may be, Subsidiary in any material respect than that the original agreement as in effect on October 8, 2003the date of this First Supplemental Indenture; (7f) transactions services to be provided to any Unrestricted Subsidiary of the Company or any Restricted Subsidiary in the ordinary course of business, which the Board of Directors has determined, pursuant to a resolution thereof, are provided on terms at least as favorable to the Company and its Restricted Subsidiaries as those that would have been obtained in a comparable transaction with an unrelated Person; and (g) Permitted Investments and Restricted Payments that are permitted by the provisions of this First Supplemental Indenture described under Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transaction4.03.

Transactions with Affiliates. (a) The Company shall Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange lease or otherwise dispose of transfer any of its properties property or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or enter into or make or amend otherwise engage in any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee other transactions with, or for the benefit ofany of its Affiliates, any Affiliate, officer or director of the Company (each, an “Affiliate Transaction”) unlessexcept: (1a) payment of compensation to directors, officers, and employees of the Borrower and the Subsidiaries in the ordinary course of business; (b) payments in respect of transactions required to be made pursuant to agreements or arrangements in effect on the Second Restatement Effective Date and set forth on Schedule 6.09; (c) transactions involving the acquisition of inventory in the ordinary course of business; provided that (i) the terms of such Affiliate Transaction is on terms that transaction are (A) set forth in writing, (B) in the best interests of the Borrower or such Subsidiary, as the case may be, and (C) no less favorable to the Company Borrower or such Subsidiary, as the relevant Restricted Subsidiary case may be, than those that would have been could be obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market Person that is not an Affiliate of the Borrower or a Subsidiary and, (ii) if such transaction involves aggregate payments or value in excess of US$50.0 million$75,000,000, such Affiliate Transaction or series the board of related Affiliate Transactions has been approved by directors of the Borrower (including a majority of the disinterested members of the Board board of Directors of the Company. (bdirectors) The following items shall be deemed not to constitute Affiliate Transactions approves such transaction and, thereforein its good faith judgment, shall not be subject to the provisions believes that such transaction complies with clauses (i)(B) and (C) of paragraph (a) above: (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiarythis paragraph; (2d) (i) transactions between or among the Company Borrower and/or one or more Subsidiary Loan Parties, (ii) sales of Securitization Assets to Securitization Vehicles in Securitizations permitted by Sections 6.01 and 6.05, (iii) [intentionally omitted], (iv) transactions under, involving, related to and/or in connection with the Restricted SubsidiariesAcquisition and documents related thereto including, (A) the Stock Purchase Agreement, dated as of August 23, 2006, by and between the Borrower and The Xxxx Xxxxx Group (PJC) Inc., (B) the Stockholder Agreement, dated as of August 23, 2006, between the Borrower, The Xxxx Xxxxx Group (PJC) Inc., Xxxx Xxxxx, Xxxxxxxx Xxxxx, Xxxxxxxx X. Xxxxx, Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxx and Xxxxx-Xxxxx Xxxxx and (C) the Registration Rights Agreement, dated as of August 23, 2006, by and between the Borrower and The Xxxx Xxxxx Group (PJC) Inc. and (v) the Transition Services Agreement, dated as of June 4, 2007, by and between the Borrower and the Seller; provided that the terms of the transactions referred to in clauses (iii), (iv) and (v) above are in the best interest of the Borrower, such Subsidiary Loan Party or the Subsidiary that is a party thereto, as the case may be; (3e) transactions with a Person that is an Affiliate issuances of Preferred Stock of the Company solely because the Company owns an Equity Interest in such Person, provided such Borrower (and transactions are on terms that are necessary to effect such issuances) in respect of pay-in-kind obligations of the Borrower relating to Series G Preferred Stock or Series H Preferred Stock; and (f) any other Affiliate transaction not otherwise permitted pursuant to this Section 6.09; provided that (i) the terms of such transaction are (A) set forth in writing, (B) in the best interests of the Borrower or such Subsidiary, as the case may be, and (C) no less favorable to the Company Borrower or such Subsidiary, as the relevant Restricted Subsidiary case may be, than those that would have been could be obtained in a comparable arm’s length transaction by with a Person that is not an Affiliate of the Company Borrower or a Subsidiary, (ii) if such transaction involves aggregate payments or value in excess of $25,000,000 in any consecutive 12-month period, the board of directors of the Borrower (including a majority of the disinterested members of the board of directors) approves such transaction and, in its good faith judgment, believes that such transaction complies with clauses (i)(B) and (C) of this paragraph and (iii) if such transaction (other than any transaction necessary for the redemption or exchange of the Borrower’s Series G Preferred Stock or Series H Preferred Stock) involves aggregate payments or value in excess of $50,000,000 in any consecutive 12-month period, the Borrower obtains a written opinion from an independent investment banking firm or appraiser of national prominence, as appropriate, to the effect that such transaction is fair to the Borrower or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted SubsidiariesSubsidiary, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions from a financial point of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transactionview.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10.0 million, unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with a Person who is not an unrelated PersonAffiliate of the Company or such Restricted Subsidiary; and (2) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $30.0 million, a resolution of the Board of Directors of the Company approving such Affiliate Transaction or series and set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with clause (1) of related this Section 4.11(a). (b) The following items will not be deemed to be Affiliate Transactions has and, therefore, will not be subject to the provisions of Section 4.11(a) hereof: (1) transactions between or among the Company or any of the Restricted Subsidiaries; (2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”; (3) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Company to any Permitted Holder or to any director, manager, officer, employee or consultant of the Company, its subsidiaries or any direct or indirect parent company thereof (or their estates, spouses or former spouses); (4) the payment of reasonable and customary fees and other compensation paid to, and indemnities provided on behalf of, officers, directors, managers, employees or consultants of the Company, any of its direct or indirect parent companies or any Restricted Subsidiary; (5) payments or loans (or cancellations of loans) to officers, managers, directors, consultants and employees of the Company, any of its direct or indirect parent companies or any Restricted Subsidiary and employment agreements, stock option plans and other compensatory or benefit arrangements with such officers, managers, directors, consultants and employees that are, in each case, approved by the Company in good faith; (6) transactions in which the Company or any Restricted Subsidiary, 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 such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of Section 4.11(a) hereof; (7) 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 that are fair to the Company and the Restricted Subsidiaries, in the good faith determination of the Board of Directors or the senior management of the Company, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (8) any agreement, instrument or arrangement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole in any material respect as compared to the applicable agreement as in effect on the Issue Date as reasonably determined in good faith by the Company); (9) payments by the Company or any Restricted Subsidiary to any of the Parents for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the disinterested members of the Board of Directors of the Company.Company in good faith; (b10) The following items shall be deemed not the existence of, or the performance by the Company or any of the Restricted Subsidiaries of its obligations under the terms of, any agreement with the stockholders of the Company or any direct or indirect parent of the Company or its equivalent (including any registration rights agreement or purchase agreement related thereto) to constitute Affiliate Transactions andwhich it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, thereforehowever, shall not be subject to that the provisions of paragraph (a) above: (1) any employment agreement entered into existence of, or the performance by the Company or any Restricted Subsidiary 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 (10) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Holders when taken as a whole in any material respect than the ordinary course terms of business and consistent with the past practice original agreement in effect on the Issue Date as reasonably determined in good faith by the Company; (11) investments by the Parents in securities of the Company or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5.0% of the proposed or outstanding issue amount of such Restricted Subsidiaryclass of securities; (212) sales or repurchases of accounts receivable, payment intangibles and related assets or participations therein, in connection with, or any other transactions between relating to, any Receivables Facility; (13) any transaction pursuant to which MFW or among any of its Affiliates provides the Company and/or the its Restricted Subsidiaries, at their request and at the cost to MFW, with services, including services to be purchased from third-party providers, such as legal and accounting, tax, consulting, financial advisory, corporate governance, insurance coverage and other services; (314) the issuance of Qualified Affiliate Debt and the transactions in connection therewith; (15) any transaction contemplated by Sections 4.07(b)(9), (b)(14) or (b)(15) hereof; (16) any transaction with a Person that is an Affiliate in which the consideration paid by the Company or any Restricted Subsidiary consists only of Equity Interests of the Company; (17) any merger, consolidation or reorganization of the Company with an Affiliate of the Company solely because for the Company owns purpose of (a) reorganizing to facilitate an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to initial public offering of securities of the Company or a direct or indirect parent of the relevant Restricted Subsidiary than those that would have been obtained Company, (b) forming or collapsing a holding company structure or (c) reincorporating the Company in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Personnew jurisdiction; (418) payment payments to or from, and transactions with, any joint venture in the ordinary course of reasonable directors fees to Persons who are not otherwise Affiliates of the Company;business; and (519) sales transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 Company or any amendment thereto or any transaction contemplated therebyof its Subsidiaries, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment transaction is with (or replacement agreement or arrangement is not offered to) all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more disadvantageous favorably than all other holders of such class generally; provided, however, that with regard to an issue of Indebtedness of the Company or the Restricted any of its Subsidiaries, as the case may be, in any material respect such Affiliate holds no more than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions 15% of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transactionsuch issue.

Transactions with Affiliates. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company Issuer (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $15.0 million, unless: (1i) such Affiliate Transaction is on terms that are no not materially less favorable to the Company Issuer or the relevant Restricted Subsidiary than those that would could have been obtained in a comparable arm’s length transaction by the Company Issuer or such Restricted Subsidiary with an unrelated Person; and (2ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $35.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved the Issuer delivers to the Trustee a resolution adopted in good faith by a the majority of the disinterested members of the Board of Directors of the CompanyIssuer or any Parent of the Issuer approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, provisions of Section 4.07(a) shall not be subject apply to the provisions of paragraph (a) abovefollowing: (1i) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2A) transactions between or among the Company Issuer and/or any of its Restricted Subsidiaries (or, for the avoidance of doubt, an entity that becomes a Restricted SubsidiariesSubsidiary as a result of such transaction) and (B) any merger, consolidation or amalgamation of the Issuer and any direct parent company of the Issuer; provided that such parent company shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; (3ii) transactions with a Person that is an Affiliate (a) Restricted Payments permitted by Section 4.04 and (b) Investments under the definition of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person“Permitted Investments”; (4iii) the entering into of any agreement to pay, and the payment of, management, consulting, monitoring and advisory fees and expenses to the Sponsors in an aggregate amount in any fiscal year not to exceed the greater of (x) $12.5 million and (y) 1.25% of Adjusted EBITDA of the Issuer and its Restricted Subsidiaries for the immediately preceding fiscal year; (iv) the payment of reasonable directors and customary fees to Persons who are not otherwise Affiliates and reimbursements of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the CompanyIssuer or any Restricted Subsidiary of the Issuer or any Parent of the Issuer; (5v) sales payments by the Issuer or any of Equity Interests its Restricted Subsidiaries to the Sponsors 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 (x) approved by a majority of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates Board of Directors of the CompanyIssuer in good faith or (y) made pursuant to any agreement described under (i) Item 13 “Certain Relationships and Related Transactions and Director Independence” in Intelsat Investments S.A.’s Annual Reports on Form 10-K for each of the four years ended December 31, 2012, (ii) “Certain Relationships and Related Party Transactions” in Intelsat S.A.’s Registration Statement on Form F-1, as amended (Registration No. 333-181527), initially filed with the SEC on May 18, 2012, or (iii) “Item 7B–Related Party Transactions” in Intelsat S.A.’s Annual Reports on Form 20-F for each of the three years ended December 31, 2015, in each case, as such documents may be amended; (6vi) any agreement or arrangement as transactions in effect on October 8, 2003 which the Issuer or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the of its 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 Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a); (vii) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Issuer in good faith; (viii) any agreement as in effect as of the Issue Date and any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on October 8, 2003the Issue Date) or any transaction contemplated thereby; (7ix) transactions the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, the Transaction Documents and any amendment thereto or similar agreements which it may enter into thereafter; provided, however, that are the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its 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 (ix) to the provisions extent that the terms of Section 4.10 hereofany such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (8) Permitted Investmentsx) transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions; (9xi) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale 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 Issuer and its Restricted Subsidiaries, in the reasonable judgment of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (B) transactions with Joint Ventures or Unrestricted Subsidiaries entered into in the ordinary course of business; (xii) any Tax Benefit Transaction; and (10) transactions transaction effected as part of a Qualified Receivables TransactionFinancing; (xiii) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person; (xiv) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any Parent of the Issuer or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith; (xv) the entering into of any tax sharing agreement or arrangement and any payments permitted by clause (xii) of Section 4.04(b) and the performance of any such agreement or arrangement; (xvi) any contribution to the capital of the Issuer; (xvii) transactions permitted by, and complying with, the provisions of Section 5.01; (xviii) transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Issuer or any Parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, on any matter involving such other Person; (xix) pledges of Equity Interests of Unrestricted Subsidiaries; (xx) any employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; and (xxi) any transaction pursuant to or in connection with the Specified Intercompany Agreements.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, to or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $2.0 million, unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Company Company, taken as a whole, or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 million, $20.0 million the terms of such Affiliate Transaction or series of related Affiliate Transactions has transaction have been approved by a majority of the disinterested members of the Board of Directors of the Company. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 4.11(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors of the Company, if any. (b) The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (aSection 4.11(a) abovehereof: (1) any employment agreement, consulting agreement, severance agreement, employee benefit and pension plan, compensation arrangement, officer or director indemnification agreement or any similar arrangement entered into by by, or policy of, the Company or any of its Restricted Subsidiary in the ordinary course of business Subsidiaries and consistent with the past practice of the Company or such Restricted Subsidiarypayments pursuant thereto; (2) (a) transactions between or among the Company and/or its Restricted Subsidiaries (or entity that becomes a Restricted Subsidiary as a result of such transaction) and (b) any merger, amalgamation or consolidation with any direct or indirect parent entity, provided that such parent entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Restricted SubsidiariesCapital Stock of the Company and such merger, amalgamation or consolidation is otherwise permitted under this Indenture; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company or an Associate or similar entity solely because the Company or a Restricted Subsidiary, any Affiliate of the Company or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an Equity Interest in in, or controls, such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees and reimbursements of expenses (pursuant to Persons who are not otherwise Affiliates indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any of its Restricted Subsidiaries or any direct or indirect parent of the Company; (5) sales any issuance of Equity Interests of the Company, (other than Disqualified Stock Stock) of the Company or Back-to-Back Securities, any direct or indirect parent company of the Company to Affiliates of the Company; (6) any agreement (a) Restricted Payments or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is other transactions that do not more disadvantageous to violate Section 4.07 hereof and (b) Permitted Investments; (7) sales of Equity Interests of the Company or any direct or indirect parent of the Company to Affiliates of the Company or its Restricted Subsidiaries not otherwise prohibited by this Indenture and the granting of registration, investor and other customary rights in connection therewith and the payment of fees, costs and expenses related; (8) transactions with an Affiliate where the only consideration paid is Qualifying Equity Interests of the Company; (9) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction (i) is fair to the Company or such Restricted Subsidiary from a financial point of view or (ii) meets the requirements of Section 4.11(a)(1) hereof; (10) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager, contractor, consultant or advisor of the Company, any of its Subsidiaries or any of its direct or indirect parent entities pursuant to any management equity plan, stock option plan, phantom equity plan or any other management, employee benefit or other compensatory plan or agreement (and any successor plans or arrangements thereto), employment, termination or severance agreement or any stock subscription or equityholder agreement with any such employee, director, officer, manager, contractor, consultant or advisor that are, in each case, approved by the Company in good faith; (11) any agreement as in effect as of the Issue Date or any amendment thereto or extension, renewal or refinancing thereof (so long as any such agreement together with all amendments thereto or extension, renewal or refinancing thereof, taken as a whole, is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on October 8, 2003the Issue Date) or any transaction contemplated thereby; (712) transactions with joint ventures or any Subsidiary entered into in the ordinary course of business or consistent with past practice (including any cash management arrangements or activities related thereto); (13) any contributions to the common equity capital of the Company; (14) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to Section 4.17 hereof and pledges of Equity Interests of Unrestricted Subsidiaries; (15) the issuances of Capital Stock, options, other equity-related interests, securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company, any direct or indirect parent of the Company, or of a Restricted Subsidiary of the Company, as appropriate, in good faith; (16) the entry into any tax-sharing or receivable arrangements or other equity agreements in respect of Related Taxes between the Company or any of its Restricted Subsidiaries and any of their direct or indirect parents; provided, however, that are any payment made by the Company or any of its Restricted Subsidiaries under such tax- sharing or receivable arrangements or other equity agreements in respect of Related Taxes is, at the time made, otherwise permitted by the provisions of Section 4.10 4.07 hereof; (8) Permitted Investments17) transactions with customers, vendors, clients, lessors, landlords, suppliers, contractors, distributors or purchasers or sellers of good or services that are Affiliates, in each case, in the ordinary course of business or consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company; (918) transactions between the Company and any of the Company’s Restricted Subsidiaries and any Person a director of which is also a director of the Company or any direct or indirect parent of the Company; provided, however, that such director abstains from voting as a director of the Company; (19) any Tax Benefit Transactiontransition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under Section 4.10 hereof or entered into with any Permitted Business, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (20) (i) any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor and (ii) any operational services arrangement entered into between the Company or any Restricted Subsidiary and any Affiliate of the Company, in each case, which is approved by the reasonable determination of the Company; and (1021) transactions effected as part Permitted Intercompany Activities, Permitted Tax Restructurings, Intercompany License Agreements and related transactions. In addition, if the Company or any of its Restricted Subsidiaries (i) purchases or otherwise acquires assets or properties from a Qualified Receivables Person which is not an Affiliate, the purchase or acquisition by an Affiliate of the Company of an interest in all or a portion of the assets or properties acquired shall not be deemed an Affiliate Transaction (or cause such purchase or acquisition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction) or (ii) sells or otherwise disposes of assets or other properties to a Person who is not an Affiliate, the sale or other disposition by an Affiliate of the Company of an interest in all or a portion of the assets or properties sold shall not be deemed an Affiliate Transaction (or cause such sale or other disposition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction).

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of the Company its Affiliates (each, an “"Affiliate Transaction”) "), unless: (1) such the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant such Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $5.0 million, a resolution of the Board of Directors set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has been approved by a majority of the members of the Board of Directors having no personal stake in such Affiliate Transaction; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions has been approved involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to the Company and its Restricted Subsidiaries of such Affiliate Transaction from a financial point of view issued by a majority an accounting, appraisal or investment banking firm of the disinterested members of the Board of Directors of the Companynational standing. (b) The following items shall transactions will not be deemed not to constitute be Affiliate Transactions and, therefore, shall and therefore will not be subject to the provisions of paragraph (a) above:Section 4.11(a): (1) any employment Restricted Payment permitted to be made pursuant to Section 4.07 and any Permitted Investment; (2) payments made pursuant to the CPIH Reimbursement Agreement, the Corporate Services Reimbursement Agreement or the Tax Sharing Agreement; (3) any employment, service or termination agreement entered into in the ordinary course of business; (4) any issuance of Equity Interests (other than Disqualified Stock), or other payments, awards or grants in cash, Equity Interests (other than Disqualified Stock) or otherwise pursuant to, or the funding of, employment arrangements, employee stock options and employee stock ownership plans approved by the Board of Directors; (5) loans or advances to employees of the Company or its Subsidiaries in the ordinary course of business permitted by clause (7) of the definition of Permitted Investments; (6) the payment or provision of reasonable fees, compensation or employee benefit plans, arrangements or perquisites to, and any indemnity provided for the benefit of, directors, officers, consultants or employees of the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiarybusiness; (27) transactions any transaction between or among the Company and/or the and its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company Subsidiaries or the relevant between Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates Subsidiaries of the Company; (58) transactions with customers, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which are in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Indenture, and which are fair to the Company and its Restricted Subsidiaries, as applicable, in the reasonable determination of the Board of Directors; (9) transactions with the Investor Parties pursuant to the Indemnification Agreement, the Second Lien Letter of Credit Facility and any other agreement in existence on the Issue Date, between the Company, DHC or any Investor Party, as such agreement may thereafter be amended, modified, restated, renewed, extended, refinanced, refunded or replaced, as applicable, on terms not materially less favorable to the Company and its Restricted Subsidiaries, taken as a whole, than those terms in effect on the Issue Date, and any such amendment, modification, restatement, renewal, extension, refinancing, refunding or replacement; (10) transactions with CPIH and its Subsidiaries pursuant to agreements in existence or entered into on the Issue Date, as such agreements may thereafter be amended, modified, restated, renewed, extended, refinanced, refunded or replaced, as applicable, on terms not materially less favorable to the Company and its Restricted Subsidiaries, taken as a whole, than the terms of such agreements as in effect on the Issue Date, and any such amendment, modification, restatement, renewal, extension, refinancing, refunding or replacement; (11) transactions pursuant to any other arrangement, contract or agreement in existence on the Issue Date, as such arrangement, contract or agreement may thereafter be amended, modified, restated, renewed, extended, refinanced, refunded or replaced from time to time; provided that any such amendment, modification, restatement, renewal, extension, refinancing, refunding or replacement is on terms not materially less favorable to the Company and its Restricted Subsidiaries, taken as a whole, than the arrangement, contract or agreement in existence on the Issue Date; and (12) sales of Equity Interests of the CompanyInterests, other than Disqualified Stock or Back-to-Back SecuritiesStock, of the Company to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transaction.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any AffiliateAffiliate (each an "AFFILIATE TRANSACTION"), officer or director of the Company (each, an “Affiliate Transaction”) unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction or series complies with clause (1) of related this Section 4.11(a) and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors Directors; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the Companyfairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (a) above:Section 4.11(a): (1) any employment agreement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; (3) transactions with a Person Permitted Investments and Restricted Payments that is an Affiliate are permitted by Section 4.07 hereof; (4) customary loans, advances, fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company solely because or any of its Restricted Subsidiaries; (5) annual management fees paid to AP Holdings, Inc., Steamboat Holdings, Inc. and their Affiliates and their successor entities not to exceed $3.0 million in the Company owns an Equity Interest aggregate in any one year; (6) transactions pursuant to any contract or agreement in effect on the date of this Indenture as the same may be amended, modified or replaced from time to time so long as any such Personamendment, provided such transactions are on terms that are modification or replacement is no less favorable to the Company and its Restricted Subsidiaries than the contract or agreement as in effect on the relevant Restricted Subsidiary than those that would have been obtained in date of this Indenture or is approved by a comparable arm’s length transaction by majority of the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable disinterested directors fees to Persons who are not otherwise Affiliates of the Company; (57) sales transactions between the Company or its Restricted Subsidiaries on the one hand, and AP Holdings, Inc., Steamboat Holdings, Inc. and their Affiliates and successor entities on the other hand, involving the provision of Equity Interests of financial or advisory services by AP Holdings, Inc., Steamboat Holdings, Inc. and their Affiliates and successor entities; PROVIDED, that fees payable to AP Holdings, Inc., Steamboat Holdings, Inc. and their Affiliates and successor entities do not exceed the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company;usual and customary fees for similar services; and (6) any agreement or arrangement as in effect on October 88) the insurance arrangements between the Company and its Subsidiaries and Xxxxxxx Industries, 2003 or any amendment thereto or any transaction contemplated therebyInc., including pursuant to any amendment theretoAP Holdings, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is Inc., Steamboat Holdings, Inc. and their Affiliates that are not more disadvantageous less favorable to the Company or the Restricted Subsidiaries, as the case may be, in any material respect of its Subsidiaries than the original agreement as those that are in effect on October 8the date hereof, 2003; (7) transactions that PROVIDED such arrangements are permitted by conducted in the provisions ordinary course of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transactionbusiness consistent with past practices.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange lease or otherwise dispose of transfer any of its properties property or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or enter into or make or amend otherwise engage in any other transactions with, any of its Affiliates involving aggregate payments, for any such transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director related transactions (each of the Company (eachforegoing, an “Affiliate Transaction”) ), in excess of $15,000,000, unless: (1i) such Affiliate Transaction is Transactions are at prices and on terms that are no and conditions, taken as a whole, not materially less favorable to the Company or the relevant such Restricted Subsidiary than those that would have been could be obtained on an arm’s-length basis from unrelated third parties or, if in a the good-faith judgment of the Company no comparable arm’s length transaction by is available with which to compare such transactions, such Affiliate Transactions are otherwise fair to the Company or such Restricted Subsidiary with an unrelated Personfrom a financial point of view as determined by the Company in good faith; andor (2ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value in excess of US$50.0 million, such Affiliate Transaction Transactions, the Company has obtained a letter from an independent financial advisor stating that such transactions are fair from a financial point of view. (b) The foregoing provisions will not apply to the following: (i) transactions between or series of related Affiliate Transactions has been approved by a majority among the Company and its Restricted Subsidiaries not involving any other Affiliate; (ii) any Restricted Payment (including any transaction specifically excluded from the definition of the disinterested term “Restricted Payments”) that is permitted under Section 4.08 and any Permitted Investment; (iii) the payment of reasonable and customary fees and expenses, and the provision of customary indemnification to directors, officers, employees, members of management and consultants of the Company and the Subsidiaries; (iv) sales or issuances of Equity Interests to Affiliates of the Company which are otherwise permitted or not restricted by this Indenture; (v) loans and other transactions by and among the Company and/or the Subsidiaries to the extent permitted under the covenants contained in this Indenture; (vi) transactions with joint ventures for the purchase or sale of goods and services entered into in the ordinary course of business; (vii) employment and severance arrangements (including options to purchase Equity Interests of the Company, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans) between the Company and any Restricted Subsidiary and their directors, officers, employees, members of management and consultants in the ordinary course of business; (viii) the existence of, and the performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of, any agreement in existence or contemplated as of the Issue Date, as these agreements may be amended, restated, amended and restated, supplemented, extended, renewed or otherwise modified from time to time; provided, however, that any future amendment, restatement, amendment and restatement, supplement, extension, renewal or other modification entered into after the Issue Date will be permitted to the extent that its terms are not more disadvantageous in any material respect, taken as a whole, to the Holders than the terms of the agreements on the Issue Date; (ix) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Company or its Restricted Subsidiaries pursuant to the terms of this Indenture; provided that such agreement was not entered into in contemplation of such acquisition or merger, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect in the good-faith judgment of the Company when taken as a whole as compared to such agreement as in effect on the date of such acquisition or merger); (x) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Company and the Restricted Subsidiaries in such joint venture), non-Wholly Owned Subsidiaries and Unrestricted Subsidiaries in the ordinary course of business to the extent otherwise permitted under the definition of “Permitted Investments”; (xi) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale 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 and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company., or are on terms at least as favorable, in all material respects, as might reasonably have been obtained at such time from an unaffiliated party; (bxii) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject the entering into of any Tax sharing agreement or arrangement to the provisions of paragraph (a) above:extent payments under such agreement or arrangement would otherwise be permitted under Section 4.08 hereof; (1xiii) any employment agreement entered into contribution to the capital of the Company or any of its Restricted Subsidiaries; (xiv) the formation and maintenance of any consolidated group or subgroup for Tax, accounting or cash pooling or management purposes in the ordinary course of business; (xv) transactions undertaken in good faith (as certified by a Responsible Officer of the Company) for the purpose of improving the consolidated Tax efficiency of the Company and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; (xvi) any other transaction with an Affiliate, which is approved by a majority of disinterested members of the board of directors (or equivalent governing body) of the Company in good faith; and (xvii) (A) investments by any Affiliate in securities of the Company or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by such Affiliate in connection therewith) so long as the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2) transactions between or among the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that investment is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction being offered by the Company or such Restricted Subsidiary with an unrelated Person; generally to other investors on the same or more favorable terms, and (4B) payment payments to such Affiliates in respect of reasonable directors fees to Persons who are not otherwise Affiliates securities of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or any Restricted Subsidiary contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Company or any Restricted Subsidiaries, as the case may beSubsidiary, in any material respect than each case, in accordance with the original agreement as in effect on October 8, 2003;terms of such securities. (7c) transactions that are permitted If the Company or any of its Restricted Subsidiaries (i) purchases or otherwise acquires assets or properties from a Person which is not an Affiliate, the purchase or acquisition by an Affiliate of the Company or any Restricted Subsidiary of an interest in all or a portion of the assets or properties acquired shall not be deemed an Affiliate Transaction (or cause such purchase or acquisition by the provisions Company or a Restricted Subsidiary to be deemed an Affiliate Transaction) or (ii) sells or otherwise disposes of Section 4.10 hereof; assets or other properties to a Person who is not an Affiliate, the sale or other disposition by an Affiliate of the Company or any Restricted Subsidiary of an interest in all or a portion of the assets or properties sold shall not be deemed an Affiliate Transaction (8) Permitted Investments; (9) any Tax Benefit or cause such sale or other disposition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction; and (10) transactions effected as part of a Qualified Receivables Transaction).

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company involving aggregate payments of consideration in excess of $25.0 million (each, an “Affiliate Transaction”) ), unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) with respect to in the event of any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving the transfer by the Company or any of its Restricted Subsidiaries of assets having an aggregate Fair Market Value in excess of US$(a) $50.0 million, the terms of such Affiliate Transaction or series of related Affiliate Transactions has have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of the Board of Directors of the CompanyCompany and (b) $75.0 million, an opinion as to the fairness to the Company or the relevant Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (aSection 4.11(a) abovehereof: (1) any agreement, arrangement or transaction with a current or former officer, director, employee or consultant of the Company or any of its Restricted Subsidiaries relating to compensation, perquisites or indemnities, including without limitation any employment agreement, employee benefit plan, officer or director indemnification agreement, consultant agreement or any similar arrangement, entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiarypayments pursuant thereto; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns owns, directly or through a Restricted Subsidiary, an Equity Interest in in, or controls, such Person; (4) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (5) Restricted Payments that do not violate Section 4.07 hereof; (6) sales or other transfers or dispositions of accounts receivable and other related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Subsidiary in connection with a Permitted Securitization Program and transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment; (7) loans or advances to, or Guarantees of Indebtedness of, employees, officers or directors made in the ordinary course of business of the Company or any Restricted Subsidiary of the Company in an aggregate amount not in excess of $15.0 million with respect to all loans, advances or Guarantees made since the Issue Date; (8) transaction or series of related transactions in which the Company or any Restricted Subsidiary delivered to the Trustee a letter issued by an accounting, appraisal or investment banking firm of national standing as to the fairness to the Company or such Restricted Subsidiary of such transaction or series of related transactions from a financial point of view or that such transaction or series of related transactions are not materially less favorable to the Company or the relevant Restricted Subsidiary, taken as a whole, than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; (9) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Company and its Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture; provided that in the reasonable determination of the Company, such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (410) payment of reasonable directors fees payments by the Company and its Restricted Subsidiaries pursuant to Persons who are not otherwise Affiliates tax sharing agreements among the Company and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company;Company and its Restricted Subsidiaries; and (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (611) any agreement or arrangement as in effect on October 8as of the Issue Date, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto (so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or Holders of Notes when taken as a whole as compared to the Restricted Subsidiaries, as the case may be, in any material respect than the original applicable agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables TransactionIssue Date).

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate (each of the Company (eachforegoing, an “"Affiliate Transaction”) unless: "), unless (1i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and Person and (2ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $1.0 million, a Board Resolution and an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions has been involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; provided that (r) the application of the proceeds of the offering of the Notes pursuant to the Offering Memorandum and the transactions entered into in connection therewith in the manner contemplated in the section of the Offering Memorandum titled "Use of Proceeds", (s) capital contributions, advances, loans or other investments made by Parent to the Company or any of its Restricted Subsidiaries, (t) (I) payments under the Management Agreement in an amount not to exceed $300,000 in any twelve-month period and (II) after the first anniversary of the original issuance of the Notes, additional payments under the Management Agreement in an amount not to exceed $700,000 in any twelve-month period, provided that the Company's Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such payment under the Management Agreement is made, after giving pro forma effect to such payment, is equal to or greater than 2.25 to 1 (in each case, plus reasonable expenses incurred in connection with and reimbursable under the Management Agreement), (u) payments by the Company or any of its Restricted Subsidiaries to Mentmore and/or its 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 approved by a majority of the disinterested members of the Board of Directors of the Company. Company in good faith, (bv) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject payments under tax sharing agreements to the provisions extent such payments do not otherwise exceed the tax liability the Company would have had were it not part of paragraph a consolidated group, (a) above: (1w) any employment agreement, compensation agreement or employee benefit arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; business, (2x) transactions between or among Parent, the Company and/or the its Restricted Subsidiaries; , (3y) transactions with a Person that is any other payment or reimbursement of reasonable and customary fees and expenses incurred by an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable for services rendered to the Company or the relevant Restricted Subsidiary than those that would have been obtained any of its Subsidiaries not to exceed $100,000 in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; any twelve-month period (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) without duplication for any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including amounts paid pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the other clause of this covenant) and (z) Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions Payments that are permitted by the provisions of under Section 4.10 4.11 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transaction, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into into, or make or amend amend, any transaction or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25.0 million, unless: (1) such Affiliate Transaction is on terms that are no not materially less favorable favorable, taken as a whole, as determined in good faith by the Company (which determination shall be conclusive), to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated PersonPerson on an arm’s-length basis; and (2) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate payments or consideration in excess of US$$50.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved a resolution adopted by a the majority of the disinterested members of the Board of Directors of the CompanyCompany approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, Section 4.11(a) shall not be subject apply to the provisions of paragraph (a) abovefollowing: (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2) transactions between or among the Company and/or the or any of its Restricted Subsidiaries; (2) Restricted Payments permitted by Section 4.07 or the definition of “Permitted Investment”; (3) transactions the payment of reasonable and customary compensation and fees paid to, and indemnities provided for the benefit of, or employment, service or benefit plan agreements with a Person that is an Affiliate or for the benefit of, former, current or future officers, directors, employees or consultants of the Company solely because or any of its Restricted Subsidiaries; (4) transactions in which the Company owns or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Equity Interest in Independent Financial Advisor either stating that such Person, provided transaction is fair to the Company or such transactions Restricted Subsidiary from a financial point of view or stating that such terms are on terms that are no not materially less favorable to the Company or the its relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the CompanyPerson on an arm’s-length basis; (5) sales of Equity Interests (a) any of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; Separation Documents and (6b) any agreement or arrangement as in effect on October 8as of the Issue Date, 2003 or any amendment amendment, supplement, modification, extension or renewal thereto or thereof or any transaction contemplated thereby, thereby (including pursuant to any amendment theretoamendment, in supplement, modification, extension or renewal thereto or thereof) or by any replacement agreement or arrangement thereto (so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, Holders in any material respect than when taken as a whole as compared to the original applicable agreement as in effect on October 8the Issue Date as determined in good faith by the Company (which determination shall be conclusive)); (6) transactions with customers, 2003clients, 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 that are fair to the Company and its Restricted Subsidiaries, as determined in good faith by the Company (which determination shall be conclusive), or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (7) transactions that are permitted by the provisions sale or issuance of Section 4.10 hereofEquity Interests of the Company to any director, officer, employee or consultant of the Company or its Restricted Subsidiaries; (8) Permitted Investmentsany issuances of securities or other payments, awards, grants in cash, securities or otherwise or loans (or cancellation of loans) to employees or consultants of the Company or any of its Restricted Subsidiaries pursuant to, or for the funding of, employment arrangements or agreements, stock option plans, stock ownership plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Company in good faith; (9) any Tax Benefit transaction with any Person that is an Affiliate of the Company or any Restricted Subsidiary that would constitute an Affiliate Transaction solely because the Company or any Restricted Subsidiary owns (directly or indirectly) an equity interest in, or controls (including pursuant to any management agreement or otherwise), such Person; (10) transactions with joint ventures on terms that are not materially less favorable, taken as a whole, to the Company or any Restricted Subsidiary (as applicable), as determined in good faith by the Company (which determination shall be conclusive), than the other joint venture partner(s); (11) the Transactions and the payment of all fees and expenses related to the Transactions; (12) any contribution, sale, conveyance, transfer or other disposition of, or grant of a security interest in, Securitization Assets to a Securitization Special Purpose Entity and other transactions effected as part of, pursuant to or in connection with a Qualified Securitization Transaction; and (1013) transactions effected with Affiliates solely in their capacity as part holders of a Qualified Receivables TransactionIndebtedness or Capital Stock of the Company or any Restricted Subsidiary where such Affiliate receives the same consideration or is treated in the same manner as non-Affiliates that are party to (or have the benefit of) such transaction.

Transactions with Affiliates. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company Issuer (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $25.0 million, unless: (1i) such Affiliate Transaction is on terms that are no not materially less favorable to the Company Issuer or the relevant Restricted Subsidiary than those that would could have been obtained in a comparable arm’s length transaction by the Company Issuer or such Restricted Subsidiary with an unrelated Person; and (2ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $75.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved the Issuer delivers to the Trustee a resolution adopted in good faith by a the majority of the disinterested members of the Board of Directors of the CompanyIssuer, approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (a) above. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, provisions of Section 4.07(a) shall not be subject apply to the provisions of paragraph (a) abovefollowing: (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2i) transactions between or among the Company Issuer and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and any merger, consolidation or amalgamation of the Restricted SubsidiariesIssuer and any direct parent of the Issuer; provided that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; (3ii) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction Payments permitted by the Company or such Restricted Subsidiary with an unrelated PersonSection 4.04 and Permitted Investments; (4iii) payment (x) the entering into of reasonable directors fees to Persons who are not otherwise Affiliates any agreement (and any amendment or modification of any such agreement so long as, in the good faith judgment of the Company; (5) sales Board of Equity Interests Directors of the CompanyIssuer, other than Disqualified Stock or Back-to-Back Securitiesany such amendment is not disadvantageous to the holders when taken as a whole, as compared to Affiliates of the Company; (6) any such agreement or arrangement as in effect on October 8the Issue Date) to pay, 2003 or and the payment of, management, consulting, monitoring and advisory fees to the Sponsors in an aggregate amount in any amendment thereto or fiscal year not to exceed the greater of (A) $30.0 million and (B) 1.0% of EBITDA of the Issuer and its Restricted Subsidiaries for the immediately preceding fiscal year, plus out-of-pocket expense reimbursement; provided, however, that any transaction contemplated thereby, including payment not made in any fiscal year may be carried forward and paid in the following two fiscal years and (y) the payment of the present value of all amounts payable pursuant to any amendment theretoagreement described in clause (iii)(x) of this Section 4.07(b) in connection with the termination of such agreement; (iv) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary, any direct or indirect parent of the Issuer; (v) payments by the Issuer or any of its Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in any replacement agreement connection with acquisitions or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous divestitures, which payments are (x) made pursuant to the Company agreements with the Sponsors described in the Offering Memorandum or (y) approved by a majority of the Board of Directors of the Issuer in good faith; (vi) transactions in which the Issuer or any of its 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 Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a); (vii) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the Board of Directors of the Issuer in good faith; (viii) any agreement as in effect as of the Issue Date or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the Notes in any material respect than the original agreement as in effect on October 8, 2003the Issue Date) or any transaction contemplated thereby as determined in good faith by the Issuer; (7ix) transactions the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, Acquisition Documents, 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 transaction, agreement or arrangement described in the Offering Memorandum and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that are the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date shall only be permitted by this clause (ix) to the provisions extent that the terms of Section 4.10 hereofany such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the holders of the Notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date; (8) Permitted Investmentsx) the execution of the Acquisition Transactions, and the payment of all fees and expenses related to the Acquisition Transactions, including fees to the Sponsors, which are described in the Offering Memorandum or contemplated by the Acquisition Documents; (9xi) any Tax Benefit Transaction; andtransactions made pursuant to any Operations Management Agreement and any transactions in connection with the use of the revolving credit facility under the Credit Agreement for the account or benefit of the Subsidiaries of Xxxxxx’x Entertainment other than the Issuer and its Subsidiaries (including the distribution of the proceeds of any such revolving credit Indebtedness and with respect to the issuance of, or payments in respect of drawings under, letters of credit); (10xii) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale 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 Issuer and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm; (xiii) any transaction effected as part of a Qualified Receivables TransactionFinancing; (xiv) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person; (xv) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith; (xvi) the entering into of any tax sharing agreement or arrangement that complies with Section 4.04(b)(xii); (xvii) any contribution to the capital of the Issuer; (xviii) transactions permitted by, and complying with, Section 5.01; (xix) transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent, as the case may be, on any matter involving such other Person; (xx) pledges of Equity Interests of Unrestricted Subsidiaries; (xxi) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business; (xxii) any employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; and (xxiii) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officer’s Certificate) for the purpose of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any provision set forth in this Indenture.

Transactions with Affiliates. Enter into or suffer to exist any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees with any non-consolidated Affiliate involving aggregate payments or consideration in excess of the greater of (x) $22,500,000 and (y) 7.5% of Consolidated EBITDA for the most recently ended Test Period; provided that the foregoing restriction shall not apply to: (a) The Company shall notthe Transactions; (b) transactions or agreements between or among any of the Parent and its Subsidiaries; (c) transactions in effect on the Effective Date, and shall to the extent in excess of $5,000,000, listed on Schedule 7.10 and any amendment, modification or extension to the agreements governing such transactions to the extent such amendment, modification or extension, taken as a whole, is not permit any Restricted Subsidiary to, directly materially (i) adverse to the Lenders or indirectly, make any payment to, or sell, lease, transfer, exchange 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 (ii) more disadvantageous to the Lenders than the relevant transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for in existence on the benefit of, any Affiliate, officer or director of the Company (each, an “Affiliate Transaction”) unless:Effective Date; (1d) such Affiliate Transaction is on [reserved]; (e) transactions that (a) are upon fair and reasonable terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary Parent and its Subsidiaries than those that would have been be obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value in excess of US$50.0 million, such Person that is not a non-consolidated Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company. (b) The following items shall be deemed not if in the good faith judgment of the board of directors of the Parent no comparable transaction is available with which to constitute Affiliate Transactions andcompare such transaction, therefore, shall not be subject such transaction is fair to the provisions Parent and its Subsidiaries from a financial point of paragraph (a) above:view; (1f) any issuance, sale or grant 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 (or equivalent governing body) of the Parent or any Subsidiary or any Parent Entity; (g) (i) any collective bargaining, employment, indemnification, expense reimbursement or severance agreement or compensatory (including profit sharing) arrangement entered into by the Company Parent or any of its Subsidiaries with any Permitted Payee, (ii) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with any Permitted Payee and (iii) payments or other transactions pursuant to any management equity plan, employee compensation, benefit plan, stock option plan or arrangement, equity holder arrangement, supplemental executive retirement benefit plan, any health, disability or similar insurance plan, or any employment contract or arrangement which covers any Permitted Payee and payments pursuant thereto; (h) Indebtedness permitted by Section 7.2, Liens permitted by Section 7.3 (other than Section 7.3(jj)), transactions permitted by Section 7.4, Restricted Payments permitted under Section 7.6 (other than Section 7.6(k)), Investments permitted under Section 7.8 (other than Section 7.8(z) and Section 7.8(ff)) and Restricted Debt Payments permitted by Section 7.15); (i) (i) the formation of a joint venture or similar entity (and Investments permitted in connection therewith), which would constitute a transaction with an Affiliate solely as a result of the Parent or any Subsidiary owning Capital Stock of, or otherwise controlling, such joint venture or similar entity and (ii) transactions with any Person that is an Affiliate solely because a director or officer (or equivalent manager) of such Person is a director or officer (or equivalent manager) of the Parent or any Subsidiary; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors (or similar governing body), officers, employees, members of management, managers, consultants and independent contractors of the Parent or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiarybusiness; (2k) transactions between any transaction in respect of which the Parent delivers to the Administrative Agent a letter addressed to the board of directors (or among the Company and/or the Restricted Subsidiaries; (3equivalent governing body) transactions with a Person that is an Affiliate of the Company solely because Parent from an accounting, appraisal or investment banking firm of nationally recognized standing stating that such transaction is fair to the Company owns an Equity Interest in Parent or such PersonSubsidiary from a financial point of view or stating that the terms, provided such transactions when taken as a whole, are on terms that are no not substantially less favorable to the Company Parent or the relevant Restricted applicable Subsidiary than those that would have been might be obtained at the time in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with from a Person who is not an unrelated PersonAffiliate; (4l) (i) Investments by Affiliates in securities or other Indebtedness of the Parent or any Subsidiary (and payment of reasonable directors fees out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the Investment is being offered by the Parent or such Subsidiary generally to Persons who are not otherwise other investors on the same or more favorable terms and (ii) payments to Affiliates in respect of securities or other Indebtedness of the CompanyParent or any Subsidiary contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Parent and the Subsidiaries, in each case, in accordance with the terms of such securities or other Indebtedness; (5m) sales of Equity Interests any transaction that is approved by the majority of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates members of the Company; board of directors (6or similar governing body) any agreement or arrangement as of the Parent in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transactiongood faith; and (10n) transactions effected as part undertaken in the ordinary course of business or consistent with past practice pursuant to membership in a Qualified Receivables Transactionpurchasing consortium.

Transactions with Affiliates. Consummate any transaction of any kind with any of its Affiliates, whether or not in the ordinary course of business, other than: (a) The Company shall not, on fair and shall not permit any Restricted Subsidiary to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of the Company (each, an “Affiliate Transaction”) unless: (1) such Affiliate Transaction is on reasonable terms that are no less substantially as favorable to the Borrower or such Company Group Party as would be obtainable by the Borrower or such Company Group Party at the relevant Restricted Subsidiary than those that would have been obtained time in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value in excess of US$50.0 million, such Person other than an Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company.thereof; (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph (a) above:a transaction between one or more Company Group Parties; (1c) any employment agreement or director’s engagement agreement, employee benefit plan, officer and director indemnification agreement or any similar arrangement entered into by the Company Borrower or any Company Group Party and approved by a Responsible Officer of the Borrower in good faith; (d) any issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower or any Company Group Party; (e) Restricted Subsidiary Payments that do not violate the provisions of Section 7.06; (f) payments or advances to employees or consultants that are incurred in the ordinary course of business or that are approved by a Responsible Officer of the Borrower in good faith; (g) the existence of, or the performance by the Borrower or any Company Group Party 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 Closing Date and consistent with any similar agreements which it may enter into thereafter; provided, however, that the past practice existence of, or the performance by the Borrower or any of the Company Group Parties of its obligations under, any future amendment to any such existing agreement or such Restricted Subsidiary; (2under any similar agreement entered into after the Closing Date shall only be permitted by this Section 7.08(g) transactions between or among the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or extent that the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment terms of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement new agreement or arrangement is are not otherwise more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, Lenders in any material respect than those such agreements to which the original agreement Borrower or the Company Group Parties, as applicable, are party as of Closing Date; (h) transactions required pursuant to the RoFo Agreement and the Exchange Agreement; (i) licenses and sublicenses of IP Rights in the ordinary course of business; (j) transactions pursuant to the Management Services Agreement; or (k) the incurrence by the Borrower of the Parent CSN Proceeds Loan on the terms in effect on October 8the First Amendment Effective Date and disclosed to the Administrative Agent and without giving effect to any amendments, 2003; (7) transactions restatements, supplements or other modifications thereof occurring after the First Amendment Effective Date that are permitted by would be materially adverse to the provisions interests of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected the Lenders or the Administrative Agent in their respective capacities as part of a Qualified Receivables Transactionsuch.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate involving aggregate consideration in excess of the Company $50,000 (each, an “"Affiliate Transaction”) unless: "), unless (1i) such Affiliate Transaction is on terms that taken as a whole are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with a person who is not an unrelated PersonAffiliate; and and (2ii) the Company delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate to the effect that such Affiliate Transaction complies with this Section 4.11 and has been approved by a majority of the Independent Members of the Board of Directors or if there are no Independent Members, then such Affiliate Transaction has received unanimous approval of the Board of Directors and an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting or investment banking firm of national standing or an appraisal from an MAI appraiser, if appropriate; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions has been involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting or investment banking firm of national standing or an appraisal from an MAI appraiser, if appropriate. The following items shall not be deemed to be Affiliate Transactions and therefore shall not be subject to the provisions of the prior paragraph: (1) any employment, consulting or other compensation agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; provided that any consulting or other compensation agreement entered into with a current or former senior officer or director of the Company or any of its Restricted Subsidiaries providing for the payment of fees in excess of $100,000 annually per person must be approved by a majority of the disinterested members of the Board of Directors or the compensation committee thereof or if there are no such disinterested members by unanimous approval of the Company. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject to the provisions Board of paragraph (a) above: (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company Directors or such Restricted Subsidiary; committee; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; ; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, Stock) to Affiliates of the Company; ; (4) Restricted Payments that are permitted by the provisions of this Indenture described under Section 4.07 hereof; (5) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or Consultants of the Company or any Subsidiary; (6) loans in the ordinary course of business to officers, directors, employees or Consultants which are approved by a majority of the Independent Members of the Board of Directors of the Company in good faith or, if there are no Independent Members of the Board of Directors, by a unanimous vote of the Board of Directors; (7) any agreement or arrangement as in effect on October 8, 2003 as of the Issue Date or any amendment or modification thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto (so long as any such amendment or replacement agreement or arrangement modification is not more disadvantageous to the Company or holders of the Restricted Subsidiaries, as the case may be, Notes in any material respect than the original agreement as in effect on October 8, 2003; (7respect) transactions that are permitted by the provisions of Section 4.10 hereof; or any transaction contemplated thereby; and (8) Permitted Investments; (9) agreements between the Company or any Tax Benefit Transaction; and (10) transactions effected as part Restricted Subsidiary and officers and directors of the Company with respect to home purchases pursuant to a Qualified Receivables Transactionhome purchase program available to officers and directors of the Company.

Transactions with Affiliates. (a) The Company shall Borrower will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionsrelated transactions (including, contractwithout limitation, agreementthe sale, understandingpurchase, loanexchange or lease of assets, advance property or guarantee with, services) with or for the benefit of, of any Affiliate, officer or director Affiliate of the Company Borrower (each, an “Affiliate Transaction”other than the Borrower or a Restricted Subsidiary) unless:unless such transaction or series of related transactions is entered into in good faith and in writing and (1a) such Affiliate Transaction transaction or series of related transactions is on terms that are no less favorable to the Company Borrower or such Restricted Subsidiary, as the relevant Restricted Subsidiary case may be, than those that would have been obtained be available in a comparable arm’s transaction in arm’s-length transaction by dealings with a party who is not an Affiliate of the Company or such Restricted Subsidiary with an unrelated Person; andBorrower, (2b) with respect to any Affiliate Transaction transaction or series of related Affiliate Transactions with a fair market transactions involving aggregate value in excess of US$50.0 million, $10,000,000, (i) the Borrower delivers an officers’ certificate to the Administrative Agent certifying that such Affiliate Transaction transaction or series of related Affiliate Transactions transactions complies with clause (a) above, and (ii) such transaction or series of related transactions has been approved by a majority of the disinterested members of the Board of Disinterested Directors of the Company.board of directors of the Borrower, or in the event there is only one Disinterested Director, by such Disinterested Director, or (bc) The following items shall be deemed not with respect to constitute Affiliate Transactions andany transaction or series of related transactions involving aggregate value in excess of $30,000,000, thereforethe Borrower delivers to the Administrative Agent a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transaction or series of related transactions is fair to the Borrower or such Restricted Subsidiary from a financial point of view; provided, however, that this provision shall not be subject to the provisions of paragraph (a) aboveapply to: (1i) employee benefit arrangements with any officer or director of the Borrower, including under any employment agreement, stock option or stock incentive plans, and customary indemnification arrangements with officers or directors of the Borrower, in each case entered into in the ordinary course of business, (ii) the payment of reasonable and customary fees to directors of the Borrower or any of its Restricted Subsidiaries who are not employees of the Borrower or any Affiliate, (iii) any employment agreement Restricted Payments or Permitted Payments made in compliance with Section 7.05, (iv) sales of Capital Stock (other than Disqualified Stock) of the Borrower to Affiliates of the Borrower, (v) in the case of contracts for purchase of drilling equipment or sale of oil field service supplies or natural gas or other operational contracts, any such contracts are entered into by the Company or any Restricted Subsidiary in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Borrower or any Restricted Subsidiary and consistent third parties, or if neither the Borrower nor any Restricted Subsidiary has entered into a similar contract with a third party, that the past practice terms are no less favorable than those available from third parties on an arm’s length basis, as determined by the board of directors of the Company or such Restricted Subsidiary;Borrower, (2vi) transactions between or among any customary agreements with stockholders of the Company and/or Borrower providing for preemptive, voting, tag-along and similar rights to certain stockholders of the Restricted Subsidiaries;Borrower, provided that such agreements are approved in advance by a majority of the Disinterested Directors, and (3vii) any transactions with a Person that is an Affiliate undertaken pursuant to any contracts in existence on the Closing Date (as in effect on the Closing Date) and any renewals, replacements or modifications of the Company solely because the Company owns an Equity Interest in such Person, provided such contracts (pursuant to new transactions are or otherwise) on terms that are no less favorable to the Company or holders of the relevant Restricted Subsidiary Loans than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables TransactionClosing Date.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (eacheach of the foregoing, an “Affiliate Transaction”) ), in each case, involving aggregate consideration in excess of $30.0 million, unless: (1i) such Affiliate Transaction is on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would could have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $60.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved the Company delivers to the Trustee a resolution adopted in good faith by a the majority of the disinterested members directors of the Board of Directors of the CompanyDirectors, approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) above. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, provisions of Section 4.07(a) shall not be subject apply to the provisions of paragraph (a) abovefollowing: (1i) transactions between or among the Company and/or any of the Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction); (ii) Restricted Payments permitted by Section 4.04 and Permitted Investments; (iii) [reserved]; (iv) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company, any Restricted Subsidiary, or any Parent Entity of the Company (limited, in the case of any Parent Entity, to the portion of such fees and expenses that are allocable to the Company and its Subsidiaries); (v) transactions in which the Company or any Restricted Subsidiary, 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 such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a); (vi) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are otherwise permitted under this Indenture; (vii) the existence of and the performance of any and all obligations (including payment obligations) pursuant to, and any transaction contemplated by, any agreement as in effect as of the Issue Date or any modification, amendment, supplement, replacement or any renewal thereof (so long as, in the case of any modification, amendment, supplement, replacement or renewal, any such agreement, together with all amendments thereto, is either (i) not materially more disadvantageous taken as a whole to the Company and its Restricted Subsidiaries than the original agreement as in effect on the Issue Date or (ii) the type of modification, amendment, supplement, replacement or renewal or the manner of determining the terms of such modification, amendment, supplement, replacement or renewal is made pursuant to and consistent with the terms of such agreements, as in effect on the Issue Date or as subsequently amended or entered into in accordance with this Indenture (including any modifications to rent or the term thereof in connection with a renewal thereof and modifications to rent resulting from the sale or disposition of properties or acquisition of properties subject to any such agreement), in each case as determined in good faith by an Officer of the Company; (viii) [reserved]; (ix) the execution of the Restructuring Transactions, and the payment of all fees and expenses related to or required by the Restructuring Transactions; (x) [reserved]; (xi) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale 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 and the Restricted Subsidiaries as determined in good faith by an Officer of the Company, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with industry norm; (xii) the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Person to the extent otherwise permitted by this Indenture; (xiii) [reserved]; (xiv) the entry into and the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors or any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, officers or directors; (xv) the entering into of any tax sharing agreement or arrangement that complies with Section 4.04(c)(xi); (xvi) any contribution to the capital of any Issuer; (xvii) transactions permitted by, and complying with, Section 5.01; (xviii) transactions between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company, its general partner or any Parent Entity of the Company; provided, however, that such director abstains from voting as a director of the Company (or its general partner) or such Parent Entity, as the case may be, on any matter involving such other Person; (xix) pledges of Equity Interests of Unrestricted Subsidiaries; (xx) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business; (xxi) any employment agreement agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with business; and (xxii) transactions undertaken in good faith (as certified by the past practice chief financial or accounting Officer of the Company or such Restricted Subsidiary; (2in an Officer’s Certificate delivered to the Trustee) transactions between or among for the Company and/or purpose of improving the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate consolidated tax efficiency of the Company solely because and its Subsidiaries and not for the Company owns an Equity Interest purpose of circumventing any provision set forth in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person;this Indenture. (4c) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the CompanyTransactions with CEC, other than Disqualified Stock or Back-to-Back SecuritiesCES, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 CEOC or any amendment thereto of their respective Affiliates shall be made in compliance with either Section 4.07(a) or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by one of the provisions of Section 4.10 hereof; 4.07(b) above (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part regardless of a Qualified Receivables Transactionwhether CEC, CES or CEOC meets the definition of “Affiliate” under this Indenture).

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, to or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10.0 million, unless: (1) such the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $15.0 million, a resolution of the Board of Directors of the Company set forth in an Officer’s Certificate certifying that such Affiliate Transaction or series of related complies with this Section 4.11 and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items shall will be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (aSection 4.11(a) abovehereof: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiarypayments pursuant thereto; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns owns, directly or through a Restricted Subsidiary, an Equity Interest in in, or controls, such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors and customary fees and reimbursements of expenses (pursuant to Persons who are not otherwise Affiliates indemnity arrangements or otherwise) of officers, directors, employees or consultants of the CompanyCompany or any of its Restricted Subsidiaries; (5) sales any issuance of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, Stock) of the Company to Affiliates of the Company; (6) Restricted Payments that do not violate Section 4.07 hereof and Permitted Investments; (7) any agreement or arrangement as in effect as of the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Holders of Notes in any material respect than the terms of the agreements in effect on October 8the Issue Date; (8) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by, 2003 merged into or amalgamated, arranged or consolidated with the Company or any of its Restricted Subsidiaries; provided that such agreement was not entered into in contemplation of such acquisition, merger, amalgamation, arrangement or consolidation and any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto (so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of Notes in any material respect than the applicable agreement as in effect on the date of such acquisition, merger, amalgamation, arrangement or consolidation); (9) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any of its Restricted Subsidiaries; provided that such director abstains from voting as a director of the Company or such Restricted Subsidiary, as the case may be, in on any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transactionmatter involving such other Person; and (10) any transaction or series of related transactions effected for which the Company or any of its Restricted Subsidiaries delivers to the Trustee an opinion as part to the fairness to the Company or the applicable Restricted Subsidiary of such transaction or series of related transactions from a Qualified Receivables Transactionfinancial point of view issued by an accounting, appraisal or investment banking firm of national recognized standing qualified to perform the task for which it has been engaged.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (each, each an “Affiliate Transaction”) ), unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $10.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series complies with clause (1) of related this Section 4.11(a) and that such Affiliate Transactions Transaction has been approved by a majority of the members of the Board of Directors of the Company (and, if any, a majority of the disinterested members of the Board of Directors of the CompanyCompany with respect to such transaction); and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million (other than Affiliate Transactions in connection with joint bidding, joint marketing or other similar arrangements for the provision of services in the ordinary course of services in the Permitted Business), an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (aSection 4.11(a) abovehereof: (1) any consulting or employment agreement or arrangement, benefit arrangement or plan, incentive compensation plan, stock option or stock ownership plan, employee benefit plan, severance arrangements, expense reimbursement arrangements, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries for the benefit of directors, officers, employees and consultants of the Company or a direct or indirect parent of the Company and payments and transactions pursuant thereto, including, without limitation, those payments described under the captions “Management—Employment Agreements” and “Management—Compensation of Directors” in the Offering Circular or otherwise in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiarybusiness; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns owns, directly or through a Restricted Subsidiary, an Equity Interest in in, or controls, such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates directors of the Company or any direct or indirect parent or any Restricted Subsidiary of the Company and the provision of customary indemnification and payment of other reasonable fees, compensation, benefits and indemnifications paid or entered into with directors, officers, employees and consultants of the Company or any direct or indirect parent or any Restricted Subsidiary of the Company; (5) sales any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company or any contribution to the capital of the Company (other than as Disqualified Stock) and the granting or performance of registration rights in respect of any such Equity Interests; (6) Restricted Payments and Permitted Investments that do not violate Section 4.07 hereof; (7) payment of fees and reimbursement of expenses not in excess of the amounts specified in, or determined pursuant to, the Management Agreement as in effect on the date of this Indenture, and the other payments and agreements described above under the caption “Certain Relationships and Related Party Transactions” in the Offering Circular and any renewals, amendments, extensions or replacements of any such agreement or arrangements (so long as such renewals, amendments, extensions or replacements are not, taken as a whole, materially less favorable to the Holders of the Notes as determined by the Board of Directors in its reasonable good faith judgment) and the transactions contemplated thereby; (8) Permitted Payments to Parent; (9) any agreement or arrangements as in effect on the date of this Indenture and any renewals, amendments, extensions or replacements of any such agreement or arrangements (so long as such renewals, amendments, extensions or replacements are not, taken as a whole, materially less favorable to the Holders of the Notes as determined by the Board of Directors of the Company in its reasonable good faith judgment) and the transactions contemplated thereby; (10) loans, guarantees of loans, advances and other extensions of credit to it or on behalf of current and former officers, directors, employees and consultants of the Company, other a Restricted Subsidiary of the Company, or a direct or indirect parent of the Company made in the ordinary course of business or for the purpose of permitting such Persons to purchase Capital Stock of the Company or any direct or indirect parent of the Company or in connection with any relocation costs, in an amount not to exceed $2.0 million in the aggregate at any one time outstanding; (11) sales or purchases of goods or provision of services, in the ordinary course of business, at terms no less favorable to the Company or the applicable Restricted Subsidiary, as determined in the good faith judgment of the Company, than Disqualified Stock those available to third party customers or Back-to-Back Securitiessuppliers, to or with an Affiliate which would constitute an Affiliate Transaction solely as a result of the Company or any of its Restricted Subsidiaries being in or under common control with such Affiliate and otherwise in compliance with the terms of this Indenture; (12) repurchases of the Notes if repurchased on the same terms as offered to Persons that are not Affiliates of the Company; (613) any agreement or arrangement as transactions with a joint venture engaged in effect on October 8a Permitted Business; provided that all the outstanding ownership interests of such joint venture are owned only by the Company, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is its Restricted Subsidiaries and Persons that are not more disadvantageous to Affiliates of the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003Company; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (914) any Tax Benefit Transaction; and (10) transactions with a Receivables Entity effected as part of a Qualified Receivables Transaction; (15) the Transactions, and the payment of all fees and expenses related to the Transactions, in each case, as contemplated by the Offering Circular; and (16) payments by the Company or any Restricted Subsidiary of the Company to any Principal for any financial advisory, financing, underwriting or placement services, or in respect of any investment banking activities, including, without limitation, in connection with acquisitions and divestitures, which payments are approved by the majority of the Board of Directors of the Company in good faith.

Transactions with Affiliates. (a) The Company shall Issuers will not, and shall will not permit any of their Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company Issuers (each, an “Affiliate Transaction”) ), unless: (1) such the Affiliate Transaction is on terms that are no less favorable to the Company Issuers or the relevant Restricted Subsidiary (as determined in good faith by the Board of Directors of Holdings) than those that would have been obtained in a comparable arm’s length transaction by the Company Issuers or such Restricted Subsidiary with an unrelated Person; and (2) the Issuers deliver to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $7.5 million, a resolution of the Board of Directors of Holdings set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related complies with this Section 4.11 and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors of Holdings; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, an opinion as to the Companyfairness to the Issuers or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (aSection 4.11(a) abovehereof: (1) the entering into, and transactions with or payments to, including grants of securities, stock options and similar rights, any employment agreement current or former employee, officer, consultant, advisor or director pursuant to any compensation, service, severance or benefit plans, indemnification arrangements or rights to indemnify or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiarybusiness; (2) transactions between or among the Company Issuers and/or the their Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Issuers) that is an Affiliate of the Company Issuers solely because the Company owns an Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in in, or controls, such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable fees and expenses and compensation paid to, and indemnity provided on behalf of, officers, directors fees to Persons who are not otherwise Affiliates or employees of the CompanyIssuers or any Restricted Subsidiary as determined in good faith by the Board of Directors or senior management of an Issuer; (5) sales any issuance of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, Stock) of an Issuer to Affiliates of the Companysuch Issuer; (6) any agreement or arrangement as Restricted Payments and Permitted Investments that do not violate Section 4.07; (7) transactions effected pursuant to agreements in effect on October 8, 2003 or any amendment thereto or any transaction contemplated therebythe Issue Date, including pursuant to the Management Agreement, and described in the Offering Circular and any amendment theretoamendment, in any modification or replacement of such agreement or arrangement thereto (so long as any such amendment or replacement agreement or arrangement is not more disadvantageous materially less favorable to the Company or the Restricted SubsidiariesHolders, taken as the case may bea whole, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted the Issue Date as determined in good faith by the provisions Board of Section 4.10 hereofDirectors of Holdings); (8) Permitted Investments;payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business consistent with industry practice; and (9) any Tax Benefit Transaction; and (10) transactions effected as part with customers, clients, suppliers or purchasers or sellers of a Qualified Receivables Transactiongoods or services, or transactions otherwise relating to the purchase or sale of goods or services in the ordinary course of business.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 permit to exist any transaction or series of transactionsrelated transactions (including the purchase, contractsale, agreementlease or exchange of any property, understanding, loan, advance employee compensation arrangements or guarantee with, or for the benefit of, rendering of any Affiliate, officer or director service) with any Affiliate of the Company (each, an “Affiliate Transaction”) unless: unless the terms thereof (1i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant such Restricted Subsidiary than those that would have been could be obtained at the time of such transaction in arm’s-length dealings with a comparable arm’s length transaction by the Company or Person who is not such Restricted Subsidiary with an unrelated PersonAffiliate; and and (2ii) with respect to any if such Affiliate Transaction (or series of related Affiliate Transactions with a fair market value Transactions) involve aggregate payments in an amount in excess of US$50.0 million$10 million in any one year, such Affiliate Transaction or series of related Affiliate Transactions has (A) are set forth in writing and (B) have been approved by a majority of the disinterested members of the Board of Directors of the CompanyDirectors. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, provisions of the foregoing paragraph shall not prohibit (i) any Restricted Payment permitted to be subject paid pursuant to the provisions of paragraph covenant described under Section 6.04 hereof; (a) above: (1ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment agreement entered into by the Company or any Restricted Subsidiary arrangements, stock options and stock ownership plans in the ordinary course of business and consistent with approved by the past practice Board of Directors or a committee thereof; (iii) the grant of stock options or similar rights to employees and directors of the Company in the ordinary course of business and pursuant to plans approved by the Board of Directors or a committee thereof; (iv) loans or advances to employees in the ordinary course of business of the Company or such Restricted Subsidiary; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; ; (3v) transactions with a Person that is an Affiliate fees, compensation or employee benefit arrangements paid to and indemnity provided for the benefit of directors, officers or employees of the Company solely because or any Subsidiary in the ordinary course of business; or (vi) any Affiliate Transaction between the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant and a Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the between Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transaction.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary toSubsidiaries to enter into, directly renew or indirectlyextend any transaction (including, make any payment towithout limitations, the purchase, sale, lease or exchange of property or assets, or sell, lease, transfer, exchange the rendering of any service) with any Affiliate of the Company 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of the Company Restricted Subsidiaries (each, an “Affiliate Transaction”) unless: (1) such Affiliate Transaction is on ), except upon terms that are no less favorable to the Company or the relevant such Restricted Subsidiary than those that would have been obtained could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s arm’s-length transaction by the Company or with a Person that is not such Restricted Subsidiary with an unrelated Person; andAffiliate. (2b) with respect The following items will not be deemed to any Affiliate Transaction or series of related be Affiliate Transactions with a fair market value in excess and, therefore, will not be subject to the provisions of US$50.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been Section 4.11(a) hereof: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors of the Company.Company or (B) for which the Company or any Restricted Subsidiary delivers to the Trustee a written opinion of an independent qualified real estate appraisal firm or a nationally recognized investment banking, accounting or appraisal firm, stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (b2) The following items shall be deemed any transaction solely among Holdings, CyrusOne GP, the Company and any of its Restricted Subsidiaries or solely among Restricted Subsidiaries of the Company; (3) any payments or other transactions pursuant to any tax-sharing agreement between the Company and Holdings; (4) any Restricted Payments not to constitute Affiliate Transactions and, therefore, shall not be subject prohibited by Section 4.07 hereof and Permitted Investments; (5) transactions pursuant to the provisions Partnership Agreement or any other agreements or arrangements in effect on the Issue Date or any amendment, modification, or supplement thereto or replacement thereof, as long as, in the reasonable determination of paragraph (a) above:the Board of Directors or the chief financial officer of the Company, such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not materially less favorable to the Company and the Restricted Subsidiaries than the original agreement or arrangement in existence on the Issue Date; (16) director’s fees and any employment agreement employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any of its Restricted Subsidiary in Subsidiaries with officers, directors and employees of Holdings, CyrusOne GP, the ordinary course of business and consistent with the past practice Company or its Restricted Subsidiaries that are Affiliates of the Company or its Restricted Subsidiaries and the payment of compensation and the issuance of securities to such Restricted Subsidiary; officers, directors and employees (2) transactions between including amounts paid pursuant to employee benefit plans, employee stock option or among the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in similar plans), or loans and advances to any officer, director or employee, so long as such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would agreements have been obtained in a comparable arm’s length transaction approved by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment Board of reasonable directors fees to Persons who are not otherwise Affiliates Directors of the Company; (57) commission, payroll, travel and similar advances or loans (including payment or cancellation thereof) to officers and employees of Holdings, CyrusOne GP, the Company or any of its Restricted Subsidiaries; (8) sales of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, to Affiliates Stock) of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant Company to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted InvestmentsAffiliates; (9) any Tax Benefit Transaction; andtransaction with any Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (10) transactions any transaction with a joint venture, partnership, limited liability company or other entity that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in such joint venture, partnership, limited liability company or other entity; or (11) any transaction effected as part of a Qualified Receivables Transaction. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.11(a) and not covered by (2) through (11) of this Section 4.11(b), the aggregate amount of which exceeds $10.0 million in value must be approved or determined to be fair in the manner provided for in clause (1)(A) or (B) above.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries (other than any Excluded Subsidiary) to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company involving aggregate consideration in excess of $10.0 million (eacheach of the foregoing, an “Affiliate Transaction”) ), unless: (1) such Affiliate Transaction is on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would could reasonably have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Personunaffiliated party; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $250.0 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a); and: (3) with respect to any Affiliate Transaction or series of related Affiliate Transactions has been approved involving aggregate consideration in excess of $500.0 million, the Company must obtain and deliver the Trustee a written opinion of a nationally recognized investment banking, accounting or appraisal firm stating that the transaction is fair to the Company or such Subsidiary, as the case may be, from a financial point of view. (b) The provisions of Section 4.11(a) shall not apply to: (1) Restricted Payments that are permitted by a majority Section 4.07; (2) the payment of the disinterested reasonable and customary fees and indemnities to members of the Board of Directors of the Company.Company or a Subsidiary; (b3) The following items shall be deemed not the payment of reasonable and customary compensation and other benefits (including retirement, health, option, deferred compensation and other benefit plans) and indemnities to constitute Affiliate Transactions and, therefore, shall not be subject to the provisions Officers and employees of paragraph (a) above: (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (24) transactions between or among the Company and/or the Restricted its Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales the issuance of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, Equity Interests) of the Company otherwise permitted hereunder and capital contributions to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or the Issue Date and any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement modification thereto so long as any such amendment or replacement agreement or arrangement modification is not more disadvantageous to the Holders of the Notes in any material respect; and (7) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business and consistent with past practice and on terms that are no less favorable to the Company or the Restricted Subsidiariessuch Subsidiary, as the case may be, as determined in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted good faith by the provisions Company, than those that could be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transactionthe Company.

Transactions with Affiliates. Each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, enter into, or cause, suffer or permit to exist any arrangement or contract with any of their other Affiliates (other than any Obligor) (a) The Company shall not, unless (i) such arrangement or contract is fair and shall not permit any Restricted equitable to WWI or such Subsidiary to, directly and is an arrangement or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director contract of the Company kind which would be entered into by a prudent Person in the position of the Borrowers or such Subsidiary with a Person which is not one of their Affiliates; (eachii) if such arrangement or contract involves an amount in excess of $5,000,000, an “Affiliate Transaction”the terms of such arrangement or contract are set forth in writing and a majority of directors of WWI have determined in good faith that the criteria set forth in clause (i) unless: (1) are satisfied and have approved such Affiliate Transaction is on terms that are no less favorable to arrangement or contract as evidenced by appropriate resolutions of the Company board of directors of WWI or the relevant Restricted Subsidiary than those Subsidiary; or (iii) if such arrangement or contract involves an amount in excess of $25,000,000, the board of directors shall also have received a written opinion from an investment banking, accounting or appraisal firm of national prominence that would have been obtained in is not an Affiliate of WWI to the effect that such arrangement or contract is fair, from a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Personfinancial standpoint, to WWI and its Subsidiaries; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value in excess of US$50.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company. (b) except that, so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, WWI and its Subsidiaries may pay (i) annual management, consulting, monitoring and advisory fees to The following items shall be deemed Invus Group, Ltd. in an aggregate total amount in any Fiscal Year not to constitute Affiliate Transactions andexceed the greater of (x) $1,000,000 and (y) 1.0% of EBITDA for the relevant period, thereforeand any related out-of-pocket expenses and (ii) fees to The Invus Group, shall not be subject to the provisions of paragraph (a) above: (1) Ltd. and its Affiliates in connection with any employment agreement acquisition or divestiture transaction entered into by the Company WWI or any Restricted Subsidiary Subsidiary; PROVIDED, HOWEVER, that the aggregate amount of fees paid to The Invus Group, Ltd. and its Affiliates in the ordinary course respect of business and consistent with the past practice any acquisition or divestiture transaction shall not exceed 1% of the Company or total amount of such Restricted Subsidiary; (2) transactions between or among the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transactiontransaction.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or permit to exist any transaction or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (each, each an “Affiliate Transaction”) ), unless: (1i) such the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2A) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 millionU.S.$2,500,000, such (1) the terms of the Affiliate Transaction or series of related Affiliate Transactions has been approved by are set forth in writing; (2) a majority of the disinterested members of the Board of Directors of the CompanyCompany have determined in good faith that such Affiliate Transaction complies with this covenant and have approved such Affiliate Transaction; and (3) the Company delivers to the Trustee a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate evidencing the fulfillment of the condition set out in clause (ii)(A)(2); and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of U.S.$6,000,000, in addition to the conditions set out in clause (ii)(A), the Company delivers to the Trustee a written opinion to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries issued by an investment banking firm of national standing. (b) The following items shall not be deemed not to constitute be Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph (aSection 4.11(a) abovehereof: (1i) any reasonable and customary employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries and approved by the Board of Directors; (ii) transactions exclusively between or among the Company and/or any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries; (iii) payment of reasonable directors’ fees to directors of the Company and its Restricted Subsidiaries who are not otherwise Affiliates of the Company as determined in good faith by the Company’s Board of Directors; (iv) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (v) Restricted Payments that do not violate Section 4.07 hereof; (vi) loans or advances to employees in the ordinary course of business and consistent in accordance with the past practice practices of the Company or such its Restricted SubsidiarySubsidiaries, but in any event not to exceed U.S.$500,000 in the aggregate at any time outstanding; (2) transactions between or among the Company and/or the Restricted Subsidiaries; (3vii) transactions with a Person that is an Affiliate of the Company solely because the Company owns owns, directly or through a Restricted Subsidiary, an Equity Interest in in, or controls, such Person, provided such transactions are on terms that are Person and no less favorable to Affiliate of the Company or the relevant (other than a Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company thereof) owns any Equity Interests in, or controls, such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates Person except through their ownership of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10viii) customary and reasonable transactions effected as part of in connection with a Qualified Receivables TransactionPermitted Securitization, including Standard Securitization Undertakings.

Transactions with Affiliates. (a) The the Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (each, an “"Affiliate Transaction”) "), involving aggregate consideration in excess of $1.0 million, unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $5.0 million, a resolution of the Board of Directors of the Company certifying that such Affiliate Transaction or series of related complies with this Section 4.11 and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members members, if any, of the Board of Directors of the Company; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (aSection 4.11(a) abovehereof: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and or consistent with the past practice of the Company or such Restricted Subsidiaryand payments pursuant thereto; (2) transactions (including a merger) between or among the Company and/or the any of its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns owns, directly or through a Restricted Subsidiary, an Equity Interest in in, or controls, such Person; (4) payment of reasonable fees to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any of its Restricted Subsidiaries or any Parent; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company or to any director, officer, employee or consultant of the Company or any Parent, and the granting and performance of registration rights; (6) Restricted Payments and Investments that do not violate Section 4.07 hereof; (7) the entering into any agreement to pay, and the payment of, customary annual management, consulting, monitoring and advisory fees to the Equity Investors in an amount not to exceed in any four quarter period the greater of (x) $5.0 million and (y) 2.0% of Consolidated Cash Flow of the Company and its Restricted Subsidiaries for such period; (8) loans or advances to employees or consultants in the ordinary course of business or consistent with past practice not to exceed $2.5 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Receivables Financing; (10) any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of clause (1) of Section 4.11(a); (11) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any acquisition agreements or members' or stockholders agreement or related documents to which it is a party as of the date of this Indenture and any amendment thereto or 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 its obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the date of this Indenture shall only be permitted by this clause (11) to the extent that the terms of any such existing agreement, together with all amendments thereto, taken as a whole, or such new agreement are not, in the good faith judgment of the Company's Board of Directors, otherwise more disadvantageous to the Holders of the Notes taken as a whole than the original agreement as in effect on the date of this Indenture; (12) transactions are on with Unrestricted Subsidiaries, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, or lessors or lessees of property, in each case in the ordinary course of business and otherwise in compliance with the terms that are of this Indenture which are, in the aggregate (taking into account all the costs and benefits associated with such transactions), materially no less favorable to the Company or the relevant its Restricted Subsidiary Subsidiaries than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person, in the good faith judgment of the Company's Board of Directors or senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (413) payment (x) guarantees of reasonable directors fees to Persons who are not otherwise Affiliates performance by the Company and its Restricted Subsidiaries of Unrestricted Subsidiaries of the Company in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and (y) pledges of Equity Interests of Unrestricted Subsidiaries of the Company for the benefit of lenders of Unrestricted Subsidiaries of the Company; (514) sales if such Affiliate Transaction is with a Person in its capacity as a holder of Equity Interests Indebtedness or Capital Stock of the Company, other Company or any Restricted Subsidiary where such Person is treated no more favorably than Disqualified the holders of Indebtedness or Capital Stock or Back-to-Back Securities, to Affiliates of the CompanyCompany or any Restricted Subsidiary; (615) any agreement or arrangement as transactions effected pursuant to agreements in effect on October 8the Issue Date and any amendment, 2003 modification or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement of such agreement or arrangement thereto (so long as any such amendment or replacement agreement or arrangement is not not, in the good faith judgment of the Company's Board of Directors, materially more disadvantageous to the Company or Holders of the Restricted SubsidiariesNotes, taken as the case may bea whole, in any material respect than the original agreement as in effect on October 8, 2003the Issue Date); (716) transactions that payments to the Equity Investors made for any financial advisory, financing or other investment banking activities, including without limitation, in connection with acquisitions or divestitures, which payments are permitted approved by a majority of the provisions Company's Board of Section 4.10 hereofDirectors; (8) Permitted Investments; (917) any Tax Benefit Transactionrestructuring or similar transactions contemplated to be effected pursuant to the terms of the Holdings LLC Agreement or the Dresser-Rand Holdings, LLC Agreement; and (1018) transactions effected as part the issuance of a Qualified Receivables TransactionManagement Notes.

Transactions with Affiliates. (a) The Company Issuers shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company Issuers (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $25.0 million, unless: (1i) such Affiliate Transaction is on terms that are no not materially less favorable to the Company relevant Issuer or the relevant Restricted Subsidiary than those that would could have been obtained in a comparable arm’s length transaction by the Company such Issuer or such Restricted Subsidiary with an unrelated Person; and (2ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$$50.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved the Issuers deliver to the Trustee a resolution adopted in good faith by a the majority of the disinterested members of the Board of Directors of the Company, approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) above. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, provisions of Section 4.07(a) shall not be subject apply to the provisions of paragraph (a) abovefollowing: (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2i) transactions between or among an Issuer and/or any of the Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and any merger, consolidation or amalgamation of Company and any direct parent of the Company; provided that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company and/or and such merger, consolidation or amalgamation is otherwise in compliance with the Restricted Subsidiariesterms of this Indenture and effected for a bona fide business purpose; (3ii) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction Payments permitted by the Company or such Restricted Subsidiary with an unrelated PersonSection 4.04 and Permitted Investments; (4iii) the payment of reasonable directors and customary fees to Persons who are not otherwise Affiliates and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of an Issuer, any Restricted Subsidiary, or any direct or indirect parent of the Company; (5iv) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) transactions in which any agreement or arrangement as in effect on October 8, 2003 Issuer or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted SubsidiariesSubsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to such Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a); (v) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the Board of Directors of the Company in good faith; (vi) any agreement as in effect as of the Issue Date or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the Notes in any material respect than the original agreement as in effect on October 8the Issue Date, 2003as determined in good faith by the Issuers) or any transaction contemplated thereby; (7vii) transactions the existence of, or the performance by an Issuer or any Restricted Subsidiary of its obligations under the terms of, any stockholders or other agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date, and any transaction, agreement or arrangement described in the Plan of Arrangement Circular and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that are the existence of, or the performance by an Issuer or any Restricted Subsidiary of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date shall only be permitted by this clause (vii) to the provisions extent that the terms of Section 4.10 hereofany such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the holders of the Notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date or described in the Plan of Arrangement Circular, as determined in good faith by the Issuers; (8) Permitted Investmentsviii) the execution of the Arrangement Transactions, the July Transactions, the January Transactions and the Exchange Offer, and the payment of all fees, expenses, bonuses and awards related to the Arrangement Transactions, the July Transactions, the January Transactions and the Exchange Offer, including fees to the Sponsors; (9ix) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business or consistent with past practice or industry norm and otherwise in compliance with the terms of this Indenture, which are fair to the Issuers and the Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Company, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business or consistent with past practice or industry norm; (x) any Tax Benefit Transactiontransaction pursuant to any Permitted Securitization Financing; (xi) the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Person; (xii) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company, any direct or indirect parent of the Company or of a Restricted Subsidiary, as appropriate, in good faith; (xiii) the entering into of any tax sharing agreement or arrangement that complies with Section 4.04(b)(xii) and the performance under any such agreement or arrangement; (xiv) any contribution to the capital of the Company; (xv) transactions permitted by, and complying with, Section 5.01; (xvi) transactions between any Issuer or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or any direct or indirect parent of the Company; provided, however, that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (xvii) pledges of Equity Interests of Unrestricted Subsidiaries; (xviii) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business; (xix) any employment agreements entered into by an Issuer or any of its Restricted Subsidiaries in the ordinary course of business; (a) the entering into of any agreement (and any amendment or modification of any such agreement so long as, in the good faith judgment of the Board of Directors of the Company, any such amendment or modification is not more disadvantageous, taken as a whole, to holders in any material respect as compared to the agreement as in effect on the Issue Date) to pay, and the payment of, monitoring, consulting, management, transaction, advisory or similar fees payable to the Sponsors (A) in an aggregate amount in any fiscal year not to exceed the sum of (1) the greater of $4.0 million and 2.0% of Pro Forma EBITDA of the Issuers for the most recently ended four full fiscal quarters for which financial statements have been internally prepared, plus reasonable out-of-pocket costs and expenses in connection therewith and unpaid amounts accrued for prior periods; plus (2) any deferred fees (to the extent such fees were within such amount in clause (1) above originally) plus (B) in an amount not to exceed 1% of transaction value with respect to any transaction in which any Sponsor provides any transaction, advisory or other services, including the Arrangement Transactions, and (b) the payment of the present value of all amounts payable pursuant to any agreement described in clause (xx)(a) in connection with the termination of such agreement; (xxi) payments by an Issuer or any of the Restricted Subsidiaries to any of the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors of the Company in good faith; (xxii) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuers in an Officer’s Certificate) for the purpose of improving the consolidated tax efficiency of the Issuers and their Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; and (10xxiii) transactions effected investments by the Sponsors in securities of an Issuer or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses Incurred by the Sponsors in connection therewith) so long as part (i) the investment is being generally offered to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of a Qualified Receivables Transactionthe proposed or outstanding issue amount of such class of securities. (c) Notwithstanding Section 4.07(a), the Sponsors and any portfolio company that is an Affiliate of the Sponsors shall not be considered an Affiliate of the Issuers or their Subsidiaries with respect to any transaction, so long as such transaction is in the ordinary course of business.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate (each of the Company (eachforegoing, an “"Affiliate Transaction”) unless: "), unless (1a) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and a non-Affiliated Person and (2b) the Company delivers to the Trustee (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate payments in excess of US$50.0 $1.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related complies with clause (a) above and such Affiliate Transactions has been Transaction is approved by a majority of the disinterested members of the Board of Directors and (ii) with respect to any Affiliate Transaction involving aggregate payments in excess of the Company. (b) The following items shall be deemed not to constitute Affiliate Transactions and$5.0 million, therefore, shall not be subject an opinion as to the provisions fairness to the Company or such Restricted Subsidiary from a financial point of paragraph view issued by an investment banking firm of national standing; provided, however, that (a) above: (1A) any employment agreement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; , (2B) transactions between or among the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the its Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7C) transactions that are permitted by the provisions of Section 4.10 4.07 hereof and (D) the grant of stock, stock options or other equity interests to employees and directors of the Company in accordance with duly adopted Company stock grant, stock option and similar plans, in each case, shall not be deemed Affiliate Transactions; and further provided that (1) the provisions of clause (b) shall not apply to sales of inventory by the Company or any Restricted Subsidiary to any Affiliate in the ordinary course of business and (2) the provisions of clause (b)(ii) shall not apply to loans or advances to the Company or any Restricted Subsidiary from, or equity investments in the Company or any Restricted Subsidiary by, any Affiliate to the extent permitted by Section 4.09 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transaction.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate (each of the Company (eachforegoing, an “Affiliate Transaction”) "AFFILIATE TRANSACTION"), unless: (1a) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would could have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated PersonPerson and (b) the Company delivers to the Trustee: (i) with respect to any Affiliate Transaction involving aggregate payments in excess of $1.0 million or any series of Affiliate Transactions with an Affiliate involving aggregate payments in excess of $1.0 million, a resolution of the Board of Directors set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with Section 4.11 (a) and such Affiliate Transaction is approved by a majority of the disinterested directors on the Board of Directors; and (2ii) with respect to any Affiliate Transaction or any series of related Affiliate Transactions with a fair market value involving aggregate payments in excess of US$50.0 $25.0 million, an opinion as to the fairness to the Company or such Affiliate Transaction or series Subsidiary from a financial point of related Affiliate Transactions has been approved view issued by a majority an investment banking firm of national standing with high yield experience together with an Officer's Certificate to the disinterested members of effect that such opinion complies with this clause (ii); provided, however, that notwithstanding the Board of Directors of foregoing provisions, the Company. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject deemed to the provisions of paragraph (a) abovebe Affiliate Transactions: (1) any employment agreement entered into by the Company or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or its predecessor or such Restricted Subsidiary; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction permitted by the Company or such Restricted Subsidiary with an unrelated Personprovisions of Section 4.09 hereof; (4) payment Liens permitted under Section 4.07 hereof which are granted by the Company or any of reasonable directors fees its Subsidiaries to Persons who are not otherwise Affiliates an unrelated Person for the benefit of the Company or any other Subsidiary of the Company; (5) sales of Equity Interests of any transaction pursuant to an agreement in effect on the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the CompanyIssuance Date; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any the incurrence of Indebtedness by a Restricted Subsidiary where such amendment or replacement agreement or arrangement Indebtedness is not more disadvantageous owed to the Company or holders of the Equity Interests of such Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect Subsidiary on October 8, 2003a pro rata basis and on substantially identical principal financial terms; (7) transactions that are permitted by management, operating, service or interconnect agreements entered into in the provisions ordinary course of Section 4.10 hereof; business with any Cable Business in which the Company or any Restricted Subsidiary has an Investment and which is not a Cable Controlled Subsidiary (8) Permitted Investments; (9) any Tax Benefit Transactionand of which no Affiliate of the Company is an Affiliate other than as a result of such Investment); and (10) transactions effected as part of a Qualified Receivables Transaction8) any tax sharing agreement.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate involving aggregate consideration in excess of the Company $250,000 (each, an “Affiliate Transaction”) unless: ), unless (1i) such Affiliate Transaction is on terms that taken as a whole are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with a person who is not an unrelated PersonAffiliate; and and (2ii) the Company delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $10.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate to the effect that such Affiliate Transaction complies with this Section 4.10 and has been approved by a majority of the Independent Members of the Board of Directors or if there are no Independent Members, then such Affiliate Transaction has received unanimous approval of the Board of Directors and an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting or investment banking firm of national standing or an appraisal from an MAI appraiser, if appropriate; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions has been involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting or investment banking firm of national standing or an appraisal from an MAI appraiser, if appropriate. The following items shall not be deemed to be Affiliate Transactions and therefore shall not be subject to the provisions of the prior paragraph: (1) any employment, consulting or other compensation agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; provided that any consulting or other compensation agreement entered into with a current or former senior officer or director of the Company or any of its Restricted Subsidiaries providing for the payment of fees in excess of $500,000 annually per person must be approved by a majority of the disinterested members of the Board of Directors or the compensation committee thereof or if there are no such disinterested members by unanimous approval of the Company. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject to the provisions Board of paragraph (a) above: (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company Directors or such Restricted Subsidiary; committee; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; ; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, Stock) to Affiliates of the Company; ; (4) Restricted Payments that are permitted by the provisions of this Indenture described under Section 4.07 hereof; (5) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or Consultants of the Company or any Subsidiary; (6) to the extent permitted by applicable law, loans in the ordinary course of business to officers, directors, employees or Consultants which are approved by a majority of the Independent Members of the Board of Directors of the Company in good faith or, if there are no Independent Members of the Board of Directors, by a unanimous vote of the Board of Directors; (7) any agreement or arrangement as in effect on October 8, 2003 as of the Issue Date or any amendment or modification thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto (so long as any such amendment or replacement agreement or arrangement modification is not more disadvantageous to the Company or holders of the Restricted Subsidiaries, as the case may be, Notes in any material respect than the original agreement as in effect on October 8, 2003; (7respect) transactions that are permitted by the provisions of Section 4.10 hereof; or any transaction contemplated thereby; (8) Permitted Investments; agreements between the Company or any Restricted Subsidiary and officers and directors of the Company with respect to home purchases pursuant to a home purchase program available to officers and directors of the Company and (9) the issuance of the Second Lien Notes to the Principals or to any Tax Benefit Transaction; and Affiliates of directors (10) transactions effected and any interest paid-in kind whether through the accretion of the Second Lien Notes or the issuance of additional Second Lien Notes and compliance with and related documentation as part of a Qualified Receivables Transactionamended, modified, supplemented or refinanced).

Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee Guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate (each of the Company (eachforegoing, an “Affiliate Transaction”) unless: ), unless (1i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and Person and (2ii) the Company delivers to the Holders (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 million$1,000,000, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related complies with clause (i) above and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors and (B) with respect to any Affiliate Transaction or series of the Company. (b) The following items shall be deemed not to constitute related Affiliate Transactions andinvolving aggregate consideration in excess of $5,000,000, thereforean opinion as to the fairness to the Holders 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 be subject deemed to be Affiliate Transactions (i) the provisions payment of paragraph Earn-out Obligations pursuant to agreements entered into at such time as the recipient of such payments was not an Affiliate of the Company or such Subsidiary, (a) above: (1ii) any employment agreement entered into by the Company or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; , (2iii) transactions between or among the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted its Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7iv) transactions Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.10 8.2 hereof; , (8) Permitted Investments; v) the payment of the fees, expenses and other amounts payable by the Company and its Subsidiaries in connection with the Transactions that shall not exceed $13,000,000 and shall be reasonably consistent with the schedule of fees provided by the Company to the Purchasers prior to the Closing Date, (9vi) the payment of reasonable and customary regular fees to, and indemnity provided on behalf of, officers, directors and employees of the Company or any Tax Benefit TransactionSubsidiary of the Company, (vii) the payment of fees and other amounts payable by the Company and its 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 Company and its Subsidiaries) and (viii) the performance of any of the Financing Documents as in effect as of the date of this Agreement or any transaction contemplated thereby (including pursuant to any amendment thereto so long as any such amendment is not disadvantageous to the Holders of the Notes in any material respect). Notwithstanding anything in this Agreement to the contrary, neither the Company nor any of its Subsidiaries shall pay any fees to Xxxxxxx Xxxxx & Partners, L.P. or any of its Affiliates (collectively “LGP”): (1) on any date other than any Interest Payment Date on which the entire interest due on the Notes on such Interest Payment Date is paid in cash; and (102) transactions effected as part if a Default or an Event of a Qualified Receivables TransactionDefault is then continuing or may result from such payment; or (3) in the amount on any Interest Payment Date on which payment of such fees is permitted pursuant to clauses (1) and (2) above in excess of $500,000 plus any amounts available for such payments, but not paid, on prior Interest Payment Dates solely by reason of clauses (1) and/or (2) above; provided, that in no event shall the aggregate amount of all such fees paid to LGP from the Closing Date through and including November 15, 2008 exceed $5,000,000.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (each, an “Affiliate Transaction”) ), unless: (1) such the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with a Person that is not an unrelated PersonAffiliate of the Company; and (2) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 55.0 million, a resolution of the Board of Directors of the Company set forth in an Officer’s Certificate certifying that such Affiliate Transaction or series of related complies with this Section 4.11(a) and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company or, if the Board of Directors of the Company has no disinterested directors, approved in good faith by a majority of the members (or in the case of a single member, the sole member) of the Board of Directors of the Company; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$70.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of international standing, or other recognized independent expert of national standing with experience appraising the terms and conditions of the type of transaction or series of related transactions. (b) The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (aSection 4.11(a) abovehereof: (1) any employment agreement, employee benefit plan (including compensation, retirement, disability, severance and other similar plan), officer or director indemnification, stock option or incentive plan or agreement, employee equity subscription agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiarypayments pursuant thereto; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns directly or through a Restricted Subsidiary, an Equity Interest in in, or controls, such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors officers’ and directors’ fees and reimbursement of expenses (including the provision of indemnity to officers and directors) to Persons who are not otherwise Affiliates of the Company; (5) sales any issuance of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, Stock) of the Company to Affiliates of the Company or contribution to the common equity capital of the Company; (6) Restricted Payments (including any payments made under, pursuant to or in connection with the Services and Right to Use Agreement, the Reinvestment Agreement or the MSA) that do not violate Section 4.07 hereof; (7) any agreement or arrangement existing on the Issue Date, including any amendments, modifications, supplements, extensions, replacements, terminations or renewals (so long as any such agreement or arrangement together with all such amendments, modifications, supplements, extensions, replacements, terminations and renewals, taken as a whole, is not materially more disadvantageous to the Company and its Restricted Subsidiaries, taken as a whole, than the original agreement or arrangement as in effect on October 8the Issue Date, 2003 unless any such amendments, modifications, supplements, extensions, replacements, terminations or renewals are imposed by any Gaming Authority or any amendment thereto other public authority, in each case having jurisdiction over the Studio City Casino, Melco Resorts Macau (or any transaction contemplated therebyother operator of the Studio City Casino), the Company or any of its Restricted Subsidiaries, including, but not limited to, the government of the Macau SAR); (8) loans or advances to employees (including personnel who provide services to the Company or any of its Restricted Subsidiaries pursuant to the MSA) in the ordinary course of business not to exceed US$2.0 million in the aggregate at any one time outstanding; (9) [RESERVED]; (10) (a) transactions or arrangements under, pursuant to or in connection with the Services and Right to Use Agreement, the Reinvestment Agreement or the MSA, including pursuant to any amendment theretoamendments, in any replacement agreement modifications, supplements, extensions, replacements, terminations or arrangement thereto renewals thereof (so long as any the Services and Right to Use Agreement and the Reinvestment Agreement, taken as a whole, or the MSA, respectively, together with all such amendment or replacement agreement or arrangement amendments, modifications, supplements, extensions, replacements, terminations and renewals, taken as a whole, is not materially more disadvantageous to the Company and its Restricted Subsidiaries, taken as a whole, than the Services and Right to Use Agreement and the Reinvestment Agreement, taken as a whole, or the MSA, respectively, as in effect on the Issue Date or, as determined in good faith by the Board of Directors of the Company, would not materially and adversely affect the Company’s ability to make payments of principal of and interest on the Notes) and (b) other than with respect to transactions or arrangements subject to clause (a) above, transactions or arrangements with customers, clients, suppliers or sellers of goods or services in the ordinary course of business, on terms that are fair to the Company or any of its Restricted Subsidiaries, as applicable, or are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arms-length basis from a Person that is not an Affiliate of the Company, in the case may beof each of (a) and (b), in unless any material respect than such amendments, modifications, supplements, extensions, replacements, terminations or renewals are imposed by any Gaming Authority or any other public authority having jurisdiction over Melco Resorts Macau (or any other operator of the original agreement as in effect on October 8Studio City Casino), 2003the Company or any of its Restricted Subsidiaries, including, but not limited to, the government of the Macau SAR; (711) the execution of the Transactions, and the payment of all fees and expenses relating to the Transactions described in the Offering Memorandum; (12) transactions or arrangements to be entered into in connection with the Property in the ordinary course of business (including, for the avoidance of doubt, transactions or arrangements necessary to conduct a Permitted Business) including any amendments, modifications, supplements, extensions, replacements, terminations or renewals thereof; provided that are permitted by the provisions of Section 4.10 such transactions or arrangements must comply with clauses 4.11(a)(1) and (a)(2)(A) hereof; (8) Permitted Investments13) transactions or arrangements duly approved by the Audit and Risk Committee of Studio City International (or any other committee of the Board of Directors of Studio City International so long as such committee consists entirely of independent directors) and the Company delivers to the Trustee a copy of the resolution of the Audit and Risk Committee of Studio City International (or, if applicable, such other committee) annexed to an Officer’s Certificate certifying that such Affiliate Transaction complies with this clause (13) and that such Affiliate Transaction has been duly approved by the Audit and Risk Committee of Studio City International (or, if applicable, such other committee); (914) execution, delivery and performance of any Tax Benefit Transactiontax sharing agreement or the formation and maintenance of any consolidated group for tax, accounting or cash pooling or management purposes; and (1015) transactions effected as part provision by, between, among, to or from Persons who may be deemed Affiliates of a Qualified Receivables Transactiongroup administrative, treasury, legal, accounting and similar services.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into into, make, amend, renew or make or amend extend any transaction or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee Guarantee with, or for the benefit of, any Affiliate, officer or director of the Company Affiliate (each, an “Affiliate Transaction”) "AFFILIATE TRANSACTION"), unless: (1i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s arm's-length transaction by the Company or such Restricted Subsidiary with a Person that is not an unrelated PersonAffiliate of the Company; and (2ii) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $25.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this Section 4.11 and, if such Affiliate Transaction is with an entity other than Rainbow Media Enterprises or a Subsidiary thereof, that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors Directors; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, an opinion as to the Companyfairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing. (b) The following items shall not be deemed not to constitute be Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph (a) above:Section 4.11(a): (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2i) transactions between or among the Company and/or the its Restricted Subsidiaries; (3ii) transactions, contracts, agreements, understandings, loans, advances or Guarantees having aggregate consideration (for all such transactions, contracts, agreements, understandings, loans, advances or Guarantees) not to exceed $500,000 in any fiscal year; (iii) transactions or other arrangements pursuant to employment agreements, collective bargaining agreements, employee benefit plans or arrangements for employees, officers or directors, including vacation plans, health and life insurance plans, deferred compensation plans, directors' and officers' indemnification arrangements, retirement or savings plans, stock option, stock ownership and similar plans and similar arrangements; provided that, for any of the foregoing (A) any such transaction or arrangement is with respect to any Person other than a Person Principal and (B) the terms of any such transaction or arrangement have been approved by the Board of Directors of the Company in good faith; (iv) Restricted Payments that is are not prohibited by the provisions of Section 4.07; (v) any sale of Capital Stock (other than Disqualified Stock) of the Company; (vi) loans and advances to officers, directors or employees of the Company or its Restricted Subsidiaries (or guarantees of third party loans to such officers, directors or employees) in an amount not to exceed $5.0 million outstanding at any time; (vii) the issuance of up to 3,500,000 shares of AMC Preferred Stock and any action taken by the holders of the AMC Preferred Stock permitted by the certificate of designations for the AMC Preferred Stock; (viii) the payment of interest and principal to holders of Indebtedness; provided that (1) the terms of such interest and principal payments were set forth in the original documentation pursuant to which such Indebtedness was incurred, and (2) either (A) the incurrence of such Indebtedness was subject to and not prohibited by this Section 4.11 or (B) such Indebtedness was not initially issued, directly or indirectly, to any Affiliate of the Company solely because or any of its Restricted Subsidiaries; (ix) transactions pursuant to agreements or arrangements between Rainbow Media Enterprises and its Subsidiaries, on the Company owns an Equity Interest one hand, and Cablevision Systems Corporation or its Subsidiaries, on the other hand, that are (1) put in such Person, provided such transactions are place on or prior to the date of the Distribution and (2) on terms that are no less as favorable to the Company or the relevant Restricted Subsidiary than of the Company as those that would have been obtained in available from unrelated parties for a comparable arm’s length transaction by arrangement, or any amendment, modification or supplement thereto or any replacement thereof, as long as such agreement or arrangement as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Company and its Restricted Subsidiaries than such original agreement or such Restricted Subsidiary with an unrelated Person;arrangement; and (4x) payment transactions pursuant to other agreements or arrangements in effect on the date of reasonable directors fees this Indenture that are either (A) described in the Offering Memorandum or (B) would not be required to Persons who are be described pursuant to Item 404 of Regulation S-K promulgated pursuant to the Securities Act, or any amendment, modification or supplement thereto or any replacement thereof, as long as such agreement or arrangement as so amended, modified, supplemented or replaced, taken as a whole, is not otherwise Affiliates of materially more disadvantageous to the Company; (5) sales of Equity Interests of Company and its Restricted Subsidiaries than the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any original agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions date of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transactionthis Indenture.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of the Company Affiliate (each, an “Affiliate Transaction”), unless: (a) unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and and (2b) the Company delivers to the Trustee: (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $5.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related complies with this Section 4.11 and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company. ; and (bii) The with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (a) abovethe prior paragraph: (1) any employment agreement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in in, or controls, such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Companyfees; (5) sales the issuance or sale of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, Stock) to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant the pledge of Equity Interests of Unrestricted Subsidiaries to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to support the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003;Indebtedness thereof; and (7) transactions Restricted Payments that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part 4.07 of a Qualified Receivables Transactionthis Indenture.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million since the Issue Date (whether in one or more Affiliate Transactions), unless: (1i) each such Affiliate Transaction is on terms that are no not materially less favorable to the Company or the its relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated PersonPerson on an arm’s-length basis; and (2ii) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate payments or consideration in excess of US$50.0 $7.5 million, a resolution adopted in good faith by the majority of the board of directors of the Company approving such Affiliate Transaction or series of related and set forth in an Officer’s Certificate certifying that such Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the CompanyTransaction complies with clause (i) above. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, Section 4.07(a) shall not be subject apply to the provisions of paragraph (a) abovefollowing: (1) any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2i) transactions between or among the Company and/or or any of its Subsidiaries, or an entity that becomes a Subsidiary of the Restricted SubsidiariesCompany as a result of such transaction; (3ii) transactions with Restricted Payments permitted by Section 4.04 and Investments constituting Permitted Investments; (iii) (A) the payment of management, consulting, monitoring, transaction, oversight and advisory, termination and similar fees and related indemnities and expenses pursuant to the Administrative Services Agreement as in effect on the Issue Date, and any amendment thereto or replacement thereof, so long as any such amendment or replacement is not disadvantageous in any respect, in the good faith judgment of the Company, to the Holders of the Notes when taken as a Person whole as compared to the Administrative Services Agreement in effect on the Issue Date (it being understood that is an Affiliate any amendment thereto or replacement thereof to increase any fees or other compensation payable or implement new fees or compensation payable pursuant to such Administrative Services Agreement would be deemed to be materially disadvantageous to the Holders) and (B) the payment of all indemnities and expenses owed to Leucadia and any of its directors, officers, members of management, managers, employees and consultants, in each case of clauses (A) and (B) whether currently due or paid in respect of accruals from prior periods; (iv) the payment of customary fees, reasonable out-of-pocket costs to and reimbursement of expenses and compensation paid to, and indemnities provided on behalf of or for the benefit of, future, present or former employees, officers, members of the board of directors (or similar governing body), members of management, managers, consultants or independent contractors (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company solely because or any of its subsidiaries, in each case, in the Company’s ordinary course of business; (v) transactions in which the Company owns or any of its Subsidiaries, as the case may be, delivers to the Trustee a letter from an Equity Interest in Independent Financial Advisor stating that such Person, provided transaction is fair to the Company or such transactions Subsidiary from a financial point of view or stating that the terms are on terms that are no not materially less favorable to the Company or the its relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated PersonPerson on an arm’s-length basis; (4vi) payment any agreement with the Placement Agent or any purchasers in connection with the private placement or issuance of reasonable directors fees the Notes by the Company and any agreement as in effect as of the Issue Date that has been disclosed in the Company’s filings with the SEC on or prior to Persons who August 10, 2017, or any amendment, modification or extension thereof (so long as any such amendment is not disadvantageous in any material respect to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date as determined in good faith by the Company) or any transaction contemplated thereby; (vii) the existence of, or the performance by the Company or any of its Subsidiaries of its obligations under the terms of, any stockholders or principal investors agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any transaction, agreement or arrangement described in the Company’s filings with the SEC as of the Issue Date and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Subsidiaries of obligations under, any future amendment to any such existing transaction, agreement or arrangement or any similar transaction, agreement or arrangement entered into after the Issue Date shall only be permitted by this clause (vii) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise Affiliates disadvantageous in any material respect to the Holders when taken as a whole as compared to the original agreement in effect on the Issue Date as determined in good faith by the Company; (viii) (A) transactions with customers, clients, suppliers, joint ventures, contractors, or purchasers or sellers of goods or services or providers of employees or other labor, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the Company’s ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Subsidiaries, in the good faith determination of the board of directors (or similar governing body) of the Company or the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party on an arm’s-length basis or (B) transactions with joint ventures entered into in the Company’s ordinary course of business and the terms of any such transactions are no less favorable to the Company or Subsidiary participating in such joint ventures than they are to other joint venture partners; (ix) the issuance of Equity Interests (other than Disqualified Stock or Preferred Stock) of the Company or a Subsidiary of the Company to any person and the granting and performance of customary registration rights; (x) payments by the Company or any of its Subsidiaries made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees (including, without limitation, payments to Xxxxxxxxx LLC acting as a financial advisor or in such similar capacity), including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith or are otherwise permitted by this Indenture; (xi) (A) payments or loans (or cancellation of loans) or advances to employees, officers, directors, members of management, consultants or independent contractors (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company or any of its Subsidiaries and employment agreements, severance arrangements, compensatory (including profit sharing) arrangements, stock option plans, benefit plan, health, disability or similar insurance plan and other similar arrangements with such employees, officers, directors, managers, members of management, consultants or independent contractors (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) in each case, for bona fide business purposes and (B) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with future, present or former employees, officers, directors, members of management, consultants or independent contractors approved by the board of directors (or equivalent governing body) of the Company or any Subsidiary of the Company in good faith; (xii) any contribution to the capital of the Company or any Subsidiary of the Company; (5xiii) sales transactions permitted by, and complying with, the provisions of Equity Interests Section 5.01 solely for the purpose of (A) forming a holding company, or (B) reincorporating the Company in a new jurisdiction; (xiv) between the Company or any Subsidiary of the Company and any Person, a director of which is also a director of the Company; provided, other than Disqualified Stock however, that such director abstains from voting as a director of the Company or Back-to-Back Securities, to Affiliates of a Subsidiary of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in on any material respect than the original agreement as in effect on October 8, 2003matter involving such other Person; (7xv) transactions that are permitted the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the provisions board of Section 4.10 hereofdirectors (or equivalent body) of the Company or a Subsidiary of the Company, as appropriate, in good faith; (8) Permitted Investmentsxvi) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Company in an Officer’s Certificate) for the purposes of improving the consolidated tax efficiency of the Company and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; (9xvii) payments by the Company and its Subsidiaries pursuant to tax sharing or similar arrangements among the Company and its Subsidiaries on customary terms permitted by 4.04(b)(xi); (xviii) investments by Leucadia in securities of the Company or any Subsidiary of the Company (and payment of reasonable out-of-pocket expenses incurred by Leucadia in connection therewith) so long as the investment is being generally offered to other non-affiliated investors on the same or more favorable terms and that, with respect to any such investment by Leucadia in the securities of any Subsidiary, that such transaction is made in compliance with Section 4.06, if applicable; (xix) any Tax Benefit Transactiontransaction with a Person which would constitute an Affiliate Transaction solely because the Company or a Subsidiary of the Company owns an Equity Interest in or otherwise controls such Person entered into in the Company’s ordinary course of business; (xx) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the Company’s ordinary course of business; (xxi) the payment of reasonable out-of-pocket costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement; and (10xxii) transactions effected as part licenses of, or other grants of a Qualified Receivables Transactionrights to use, intellectual property granted by the Company or any Subsidiary of the Company in the Company’s ordinary course of business.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of the Company Affiliate (each, each an “"Affiliate Transaction”) "), unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable favorable, taken as a whole, to the Company or the relevant Restricted Subsidiary than those that would have been obtained at the time in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated unaffiliated Person; and (2) the Company delivers to the Trustee: (A) except when the opinion referred to in the following clause (b) is delivered, with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related complies with Section 4.11(a) and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors Directors; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the Companyfairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (a) above:Section 4.11(a): (1) any employment agreement loans or advances to employees, indemnification agreements with and the payment of fees and indemnities to directors, officers and full-time employees of the Company and the Restricted Subsidiaries and employment, non-competition or confidentiality agreements entered into by with any such person in the Company ordinary course of business; (2) any issuance of securities, or any Restricted Subsidiary other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment, compensation or indemnification arrangements, stock options and stock ownership plans in the ordinary course of business and consistent to or with the past practice officers, directors or employees of the Company and the Restricted Subsidiaries, or such Restricted Subsidiaryapproved by the Board of Directors; (23) transactions between or among the Company and/or the its Restricted Subsidiaries; (34) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in in, or controls, such Person; (5) transactions pursuant to agreements existing on the date of this Indenture, provided including, without limitation, the Stock Purchase Agreement, the Shareholders Agreement, the TriMas Shareholders Agreement and the TriMas Corporate Services Agreement, and, in each case, any amendment or supplement thereto that, taken in its entirety, is no less favorable to the Company than such agreement as in effect on the date of this Indenture; (6) sales of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company or the receipt of capital contributions by the Company; (7) payment of certain fees under the Advisory Agreement; (8) transactions are (in connection with a Qualified Receivables Transaction) between or among the Company and/or its Restricted Subsidiaries or transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment; (9) any management, service, purchase, lease, supply or similar agreement entered into in the ordinary course of the Company's business between the Company or any Restricted Subsidiary and any Unrestricted Subsidiary or any Affiliate, so long as the Company determines in good faith (which determination shall be conclusive) that any such agreement is on terms that are no less favorable to the Company or the relevant such Restricted Subsidiary than those that would have been could be obtained in a comparable arm’s arm's-length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement entity that is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transactionan Affiliate; and (10) transactions effected as part of a Qualified Receivables TransactionRestricted Payments and Permitted Investments that are permitted by Section 4.07 hereof.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (each, an “"Affiliate Transaction”) "), unless: (1) such the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) The Company delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $5.0 million, a resolution of the Board of Directors set forth in an officers' certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the Board of Directors; (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions has been approved involving aggregate consideration in excess of $15.0 million, a positive opinion as to the Fair Market Value of such Affiliate Transaction issued by a majority an accounting, appraisal or investment banking firm of the disinterested members of the Board of Directors of the Company.national standing; and (bc) with respect to any Affiliate Transaction or series of Affiliate Transactions constituting the sale or other disposition of a Facility, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (a) abovethe prior paragraph: (1) any employment agreement, employee benefit plan, officer and director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiarybusiness; (2) transactions between or among the Company and/or the Restricted its Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns owns, directly or through a Subsidiary, an Equity Interest in in, or controls, such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors directors' fees to Persons who are not otherwise Affiliates of the Company; (5) sales any issuance of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, Stock) of the Company to Affiliates of the Company; provided that such Equity Interests are included in the Collateral; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is Restricted Payments that do not more disadvantageous to violate the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003provisions of Section 4.07 hereof; (7) transactions that are permitted by loans or advances to employees in the provisions ordinary course of Section 4.10 hereofbusiness not to exceed $1.0 million in the aggregate at any one time outstanding; (8) Permitted InvestmentsPayments to Parent; (9) any Tax Benefit Transaction; andthe Hillabee Disposition; (10) transactions effected pursuant to written agreements with Affiliates of the Company in place as part of the date hereof, including transactions entered into by the Company or its Subsidiaries with third-parties that are not at that time Affiliates on behalf and at the direction of CES pursuant to the Index Based Gas Sale and Power Purchase Agreement; (11) any amendments or modifications of, or waivers under, any written agreement described under clause 10 of this paragraph that is not a Qualified Receivables TransactionMajor Project Document; provided that no such amendment, modification or waiver alters any such agreement in a manner than is materially adverse to the interests of Holders; (12) amendments or modifications of, or waivers under, any Major Project Document, which are permitted by the covenant described under Section 4.13 hereof, and are on terms that are no less favorable to the Company or its relevant Subsidiary (as certified to the Trustee in an officer's certificate) than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person; and (13) any agreement to do any of the foregoing.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of US$5.0 million, unless: (1) such the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustees, with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 10.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related complies with this Section 4.08 and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company. (b) The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions Section 4.08(a) of paragraph (a) abovethis First Supplemental Indenture: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiarypayments pursuant thereto; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns owns, directly or through a Restricted Subsidiary, an Equity Interest in in, or controls, such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors and customary fees and reimbursements of expenses (pursuant to Persons who are not otherwise Affiliates indemnity arrangements or otherwise) of officers, directors, employees or consultants of the CompanyCompany or any of its Restricted Subsidiaries; (5) sales any issuance of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, Stock) of the Company to Affiliates of the Company; (6) any agreement transaction or arrangement series of related transactions for which the Company delivers to the Trustees an opinion as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous the fairness to the Company or the Restricted Subsidiariesapplicable Subsidiary of such transaction or series of related transactions from a financial point of view issued by an accounting, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003appraisal or investment banking firm of national standing; (7) transactions Restricted Payments that are permitted by do not violate the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction4.04 of this First Supplemental Indenture; and (10) transactions effected as part 8) loans or advances to employees in the ordinary course of a Qualified Receivables Transactionbusiness not to exceed US$2.5 million in the aggregate at any one time outstanding.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange transfer or otherwise dispose of any of its their properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company involving aggregate consideration in excess of $2.0 million (each, an “Affiliate Transaction”) ), unless: (1) such the Affiliate Transaction is on terms that that, taken as a whole, are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would could have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $5.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related complies with this covenant and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors of the CompanyCompany disinterested with respect to such Affiliate Transaction. (b) The following items shall be deemed not to constitute Affiliate Transactions and, therefore, Section 4.11(a) shall not be subject to the provisions of paragraph (a) aboveapply to: (1) any employment employment, consultancy, advisory or other compensatory agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary of the Company in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiarypayments pursuant thereto; (2) transactions between or among the Company and/or the its Restricted SubsidiariesSubsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns owns, directly or through a Restricted Subsidiary, an Equity Interest in in, or controls, such Person; (4) payment of reasonable directors’ fees; (5) any transaction in which the only consideration paid by the Company or any of its Restricted Subsidiaries is in the form of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company or any equity capital contribution made to the Company (other than in respect of Disqualified Stock) and any agreement that grants registration and other customary rights in connection therewith or otherwise to the direct or indirect security holders of the Company; (6) Permitted Investments (other than Permitted Investments of the type described in clause 2(b) of the definition thereof) or Restricted Payments that do not violate Section 4.07; (7) loans (or cancellation of loans) or advances to employees in the ordinary course of business; (8) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the Board of Directors of the Company; (9) any agreement as in effect as of the Issue Date, including any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings are, in the good faith judgment of the Company, not materially more disadvantageous, taken as a whole, to the holders of the Notes; (10) transactions with customers, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which are in the ordinary course of business (including pursuant to joint venture agreements) and otherwise in compliance with the terms of this Indenture, and which are fair to the Company and its Restricted Subsidiaries, as applicable, in the reasonable determination of the Board of Directors or Senior Management of the Company or any Restricted Subsidiary of the Company, as applicable, 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) intellectual property licenses in the ordinary course of business; (12) charitable contributions by the Company or its Restricted Subsidiaries made in good faith to a bona fide charitable trust or organization; (13) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by, merged into or amalgamated, arranged or consolidated with the Company or any of its Restricted Subsidiaries; provided that such agreement was not entered into in contemplation of such acquisition, merger, amalgamation, arrangement or consolidation and any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the holders in the good faith judgment of Senior Management or the Board of Directors, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition, merger, amalgamation, arrangement or consolidation); (14) any merger, amalgamation, arrangement, consolidation or other reorganization of the Company with an Affiliate solely for the purpose and with the sole effect of forming a holding company or reincorporating the Company in a new jurisdiction; (15) pledges of Capital Stock or Indebtedness of Unrestricted Subsidiaries; and (16) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Qualified Party stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms that are no not materially less favorable to the Company or the its relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or BackPerson on an arm’s-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transactionlength basis.

Transactions with Affiliates. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, make conduct any payment to, or sell, lease, transfer, exchange or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, business or enter into or make or amend any transaction (or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, ) with or for the benefit ofof any of their respective Affiliates (including, without limitation, any AffiliateUnrestricted Subsidiary) or any officer, officer director or director employee of the Company or any Subsidiary (each, an “"Affiliate Transaction”) unless: "), unless (1i) such Affiliate Transaction is on terms that which are no less favorable to the Company or such Restricted Subsidiary, as the relevant Restricted Subsidiary case may be, than those that would have been obtained could be available in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and unaffiliated third party and (2ii) with respect to any if such Affiliate Transaction (or series of related Affiliate Transactions with Transactions) involves aggregate payments or other consideration having a fair market value Fair Market Value in excess of US$50.0 $1.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved by is in writing and a majority of the disinterested members of the Board of Directors Managers of the Company. Company shall have approved such Affiliate Transaction and determined that such Affiliate Transaction complies with the foregoing provisions. In addition, any Affiliate Transaction involving aggregate payments or other consideration having a Fair Market Value in excess of $5.0 million will also require a written opinion from an Independent Financial Advisor (bfiled with the Trustee) The following items shall be deemed not stating that the terms of such Affiliate Transaction are fair, from a financial point of view, to constitute the Company or the Restricted Subsidiary involved in such Affiliate Transactions andTransaction, thereforeas the case may be. Notwithstanding the foregoing, the restrictions set forth in this Section 4.03 shall not be subject apply to (i) transactions with or among the provisions Company and any Restricted Subsidiary or between or among Restricted Subsidiaries; (ii) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees, consultants or agents of paragraph (a) above: (1) any employment agreement entered into by the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Managers; (iii) any transactions undertaken pursuant to any contractual obligations in existence on the Issue Date (as in effect on the Issue Date); (iv) any Restricted Payments made in compliance with Section 4.08; (v) the provision by Persons who may be deemed Affiliates or stockholders of the Company of investment banking, commercial banking, trust, lending or financing, investment, underwriting, placement agent, financial advisory or similar services to the Company or its Subsidiaries; (vi) reasonable and customary loans to employees of the Company and its Subsidiaries which are approved by the Board of Managers of the Company in good faith; and (vii) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and consistent otherwise in compliance with the past practice terms of this Indenture, which are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the Board of Managers of the Company or such Restricted Subsidiary; (2) transactions between the senior management thereof, or among the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less at least as favorable to the Company or the relevant Restricted Subsidiary than those that would as might reasonably have been obtained in a comparable arm’s length transaction by the Company or at such Restricted Subsidiary with time from an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transactionunaffiliated party.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of the Company Affiliate (each, an “Affiliate Transaction”"AFFILIATE TRANSACTION"), unless: (a) unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and and (2b) the Company delivers to the Trustee: (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $5.0 million, a resolution of the Board of Directors of the Company set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related complies with this Section 4.11 and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company. ; and (bii) The with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. -51- Notwithstanding the foregoing, the following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (a) abovethe prior paragraph: (1) any employment agreement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in in, or controls, such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Companyfees; (5) sales the issuance or sale of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, Stock) to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant the pledge of Equity Interests of Unrestricted Subsidiaries to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to support the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003;Indebtedness thereof; and (7) transactions Restricted Payments that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part 4.07 of a Qualified Receivables Transactionthis Indenture.

Transactions with Affiliates. (a) The Company Issuers shall not, and shall will not permit any of their Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange or otherwise dispose of any of its their properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of the Company Issuers (each, an “"Affiliate Transaction”) "), unless: : (1a) such Affiliate Transaction is on terms that are no less favorable to the Company Issuers or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company Issuers or such Restricted Subsidiary with an unrelated PersonPerson (as determined by the Board of Directors and evidenced by a resolution of the Board of Directors); and and (2b) the Issuers deliver to the Trustee (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $10.0, million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related complies with clause (a) above and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors Directors; and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Issuers 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 this clause (ii) shall not apply to any transaction between or among the Company. (b) The , Insight Communications, Tele-Communications, Inc. and their respective Subsidiaries; provided, however, that the following items shall not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph this Section 4.11: (a) above: (1i) any employment agreement entered into by the Company Issuers or any of their Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent with the past practice of the Company Issuers or such Restricted Subsidiary; , (2ii) transactions between or among the Company Issuers and/or the their Restricted Subsidiaries; , (3iii) transactions with a Person that is an Affiliate of the Company Issuers solely because the Company an Issuer owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4iv) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; Issuers, (5v) sales of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, Stock) to Affiliates of the Company; Issuers, (6vi) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions Payments that are permitted by under Section 4.07 hereof; (vii) payment of management fees to Insight Communications Company, L.P. pursuant to the provisions Management Agreements, (viii) any transactions or arrangements entered into, or payments made, pursuant to the terms of Section 4.10 hereof; the Amended Kentucky Credit Facility or the Amended Indiana Credit Facility, (8) ix) Permitted Investments; , (9x) any Tax Benefit Transactiontransactions or arrangements in existence on the date hereof; and and (10xi) transactions effected as part any arrangement with affiliates of a Qualified Receivables TransactionSource Media, Inc. for the distribution of cable television services or programming.

Transactions with Affiliates. (a) The Unless the Rating Condition is satisfied at the time of such action or event, the Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange lease 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of the Company Affiliate (each, an “"Affiliate Transaction”) "), unless: (1i) such the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would might have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2ii) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $10 million, such Affiliate Transaction or series a Board Resolution of related Affiliate Transactions has been approved by the Board of Directors of the Company set forth in an Officer's Certificate evidencing the good faith determination of a majority of the disinterested members of the Board of Directors (which will be conclusive and binding) that such Affiliate Transaction complies with this Section 3.14(a); and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25 million, an opinion as to the Companyfairness to the Company or the relevant Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing in the United States. (b) The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (aSection 3.14(a) abovehereof: (1i) any employment agreement employment, compensation, benefit or indemnification arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent with the past practice of the Company directors, employees or such Restricted Subsidiaryconsultants; (2ii) transactions loans or advances to directors, employees and consultants in the ordinary course of business or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees); (iii) any transaction between or among the Company and/or the and one or more of its Restricted SubsidiariesSubsidiaries (including any Person that becomes a Restricted Subsidiary in connection with such transaction) or between one or more Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary in connection with such transaction); (3iv) transactions any transaction with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in and/or controls such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5v) sales of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, Stock) to Affiliates of the Company; (6vi) sales or other dispositions of accounts receivable and related assets and interests therein of the type specified in the definition of "Qualified Receivables Transaction" to a Receivables Entity in a Qualified Receivables Transaction, Permitted Investments and other transactions in connection with a Qualified Receivables Transaction and any agreement or arrangement as other Standard Securitization Undertakings in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit connection with a Qualified Receivables Transaction; and (10vii) transactions effected as part of a Qualified Receivables TransactionRestricted Payments that are permitted by Section 3.9 hereof.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make Make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company (each, an “Affiliate Transaction”), unless (i) unless: (1) such the Affiliate Transaction is on terms that are no less favorable to the Company (as reasonably determined by the Company) or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and and (2ii) the Company delivers to the Administrative Agent (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 million$10,000,000, a resolution of the Board of Directors of the Company set forth in an officers’ certificate certifying that such Affiliate Transaction or series complies with clause (i) of related this Section and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the such Board of Directors Directors; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $35,000,000, an opinion as to the Companyfairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (a) abovethis Section: (1i) any employment agreement or director’s engagement agreement, employee benefit plan, officer and director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent with or approved by the past practice Board of Directors of the Company or such Restricted Subsidiaryin good faith; (2ii) transactions between or among the Company and/or the its Restricted Subsidiaries; (3iii) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns owns, directly or through a Restricted Subsidiary, an Equity Interest in in, or controls, such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4iv) payment of reasonable directors directors’ fees to Persons who are not otherwise Affiliates of the Company; (5v) sales any issuance of Equity Interests of the Company, (other than Disqualified Stock Stock) of the Company or Back-to-Back Securities, its Restricted Subsidiaries to Affiliates of the Company; (6vi) Restricted Payments that do not violate Section 6.05(a) or (b) hereof; (vii) any agreement or arrangement as in effect on October 8, 2003 as of the Closing Date or any amendment thereto or replacement thereof and any transaction contemplated therebythereby or permitted thereunder, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement taken as a whole is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect Lenders than the original agreement as in effect on October 8, 2003the Closing Date; (7viii) payments or advances to employees or consultants that are incurred in the ordinary course of business or that are approved by the Board of Directors of the Company in good faith; (ix) the existence of, or the performance by the Company or any of its Restricted 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 Closing 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 Closing Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not otherwise more disadvantageous to the Lenders in any material respect; (x) transactions that are permitted by by, and complying with, the provisions of Section 4.10 hereof6.04(a); (8) Permitted Investmentsxi) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case, in the ordinary course of business (including pursuant to joint venture agreements) and otherwise in compliance with the terms of this Agreement that are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company or the senior management thereof, or are on terms not materially less favorable taken as a whole as might reasonably have been obtained at such time from an unaffiliated party; (9xii) any Tax Benefit Transactionrepurchase, redemption or other retirement of Capital Stock of the Company held by employees of the Company or any of its Subsidiaries at a price not in excess of the Fair Market Value thereof and, if greater than $1,000,000, approved by the Board of Directors of the Company; (xiii) loans or advances to employees or consultants in the ordinary course of business not to exceed $2,000,000 in the aggregate at any one time outstanding; (xiv) the Reorganization Events and the Refinancing Transactions and the payment of all fees and expenses related thereto; and (10xv) transactions effected as part any agreement to do any of a Qualified Receivables Transactionthe foregoing.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, that is otherwise permitted hereunder with or for the benefit of, any of an Affiliate (including guarantees and assumptions of obligations of an Affiliate, officer or director of the Company ) (each, an “Affiliate Transaction”) unlessinvolving aggregate payments or consideration with respect to a single transaction or a series of related transactions, in excess of $25,000,000, except: (1) such Affiliate Transaction is to the extent required by Applicable Law; (2) to the extent required or contemplated by the Material Project Documents or any other Project Document in existence on the Notes Issue Date; (3) upon terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been be obtained in a comparable arm’s arm’s-length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value in excess of US$50.0 millionPerson that is not an Affiliate, such or, if no comparable arm’s-length transaction with a Person that is not an Affiliate Transaction or series of related Affiliate Transactions has been approved is available, then on terms that are determined by a majority of the disinterested members of the Board of Directors of the Company to be fair in light of all factors considered by said Board of Directors to be pertinent to the Company; (4) for any Project processing, facilities sharing, use or similar agreement with an Affiliate of the Company; provided, if applicable for the recovery by the Company, that the terms of such agreement provide for the recovery of at least the incremental Operation and Maintenance Expenses associated with operations pursuant to such agreement and the Company has entered into the required Security Documents; and (5) Subordinated Indebtedness between or among the Company, any of its Restricted Subsidiaries and/or any of their Affiliates. Prior to entering into any agreement with an Affiliate involving aggregate consideration in excess of $50,000,000, the Company shall deliver to the Trustee a certificate of an Authorized Officer of the Company as to the satisfaction of the applicable condition set forth in clauses (2), (3), (4) and (5) of this Section. (b) The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph clause (a) aboveof this Section: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiarypayments pursuant thereto; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns owns, directly or through a Restricted Subsidiary, an Equity Interest in in, or controls, such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors directors’ fees to Persons who are not otherwise Affiliates of the Company; (5) sales any issuance of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back Securities, Stock) of the Company to Affiliates of the Company; (6) any agreement (A) Permitted Investments or arrangement (B) Restricted Payments that do not violate Section 4.06; (7) Permitted Payments to Parent; (8) any contracts, agreements or understandings existing as in effect on October 8of the Notes Issue Date and any amendments to or replacements of such contracts, 2003 agreements or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto understandings so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or to the Restricted Subsidiaries, as the case may be, Holders in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments;Notes Issue Date; and (9) subject to Section 4.08(a)(1), any Tax Benefit Transactionassignment, novation or transfer of any Train Five LNG Sales Agreement, any Train Six LNG Sales Agreement or the CMI LNG Sale and Purchase Agreement by the Company to an Affiliate of the Company and any related agreements; and provided, however, that if the Company incurs Expansion Debt in respect of Train Five or Train Six pursuant, as applicable, to clause (10a) transactions effected of the definition of Permitted Indebtedness, any such assignment, novation or transfer of any Train Five LNG Sales Agreement or any Train Six LNG Sales Agreement, as part applicable, and any related agreements shall constitute an Affiliate Transaction unless such assignment, novation or transfer qualifies under any of a Qualified Receivables Transactionthe other listed exceptions in this section.”

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee Guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate of the Company on or after the date of this Indenture (each, an “"Affiliate Transaction”) "), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $10.0 million, a Board Resolution set forth in an Officers' Certificate certifying that such Affiliate Transaction or series complies with clause (1) of related this Section 4.1l(a) and that such Affiliate Transactions Transaction has been approved by a majority of the disinterested members of the Board of Directors of the CompanyCompany in good faith; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (a) above:Section 4.1l(a): (1) any consulting or employment agreement or arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries that is either approved by a majority of the disinterested members of the Board of Directors of the Company or entered into in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiarybusiness; (2) transactions between or among the Company and/or the its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in in, or controls, such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates directors of the Company and any direct or indirect parent of the Company and other reasonable fees, compensation, benefits and indemnities paid or entered into by the Company or its Restricted Subsidiaries to or with the officers and directors of the Company, any direct or indirect parent of the Company and any Restricted Subsidiary of the Company; (5) sales sales, grants, awards or issuances of Equity Interests of the Company, (other than Disqualified Stock or Back-to-Back SecuritiesStock), including the exercise of options and warrants, to Affiliates, officers, directors or employees of the Company or any contribution to the common equity capital of the Company by Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous Permitted Tax Distributions and related agreements to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003extent that they provide for Permitted Tax Distributions; (7) transactions Restricted Payments and Permitted Investments that are permitted not prohibited by the provisions of Section 4.10 4.07 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables TransactionTransaction that are not prohibited by Section 4.09 hereof; (9) transactions with a joint venture engaged in a Permitted Business; provided that all of the outstanding ownership interests of such joint venture are owned only by the Company, its Restricted Subsidiaries and Persons who are not Affiliates of the Company; (10) any transactions contemplated by, and effected in connection with, the Transactions and described in the Offering Circular; (11) the payment (directly or through any direct or indirect parent of the Company) of annual management, consulting, monitoring and advising fees and related expenses to the Equity Sponsor and its Affiliates pursuant to the Management Agreement; and (12) payments by the Company or any of its Restricted Subsidiaries to the Equity Sponsor and its Affiliates for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by the majority of the Board of Directors of the Company in good faith and are in an amount not to exceed the greater of (i) $1.O million or (ii) 1.25% of the aggregate transaction value (including enterprise value in connection with acquisitions or divestitures) (or portion thereof) in respect of which such services are rendered.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director Affiliate (each of the Company (eachforegoing, an “"Affiliate Transaction”) "), unless: : (1i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person or, if such transaction is not one which by its nature could be obtained from such an unrelated Person; and , is on fair and reasonable terms and was negotiated in good faith and (2ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 $1.0 million, a resolution of the Board of Directors of the Company set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related complies with clause (i) above and that such Affiliate Transactions Transaction has been approved by a majority of (1) the disinterested members of the Board of Directors of the Company. Company and (2) the Independent Directors and (b) The following items shall be deemed not with respect to constitute any Affiliate Transactions andTransaction involving aggregate consideration in excess of $7.5 million, therefore, shall not be subject an opinion as to the provisions fairness to the Company or such Subsidiary of paragraph such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; provided that (a) above: (1w) any employment or related agreement or arrangement entered into by the Company or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business and consistent with on terms customary in the past practice of the Company or such Restricted Subsidiary; hotel-casino industry, (2x) transactions between or among the Company and/or the Restricted its Subsidiaries; , (3y) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Personpermitted by Section 4.07 hereof, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (4z) payment of reasonable directors customary directors' fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment theretoand indemnities, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is each case, shall not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) transactions that are permitted by the provisions of Section 4.10 hereof; (8) Permitted Investments; (9) any Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Receivables Transactionbe deemed Affiliate Transactions.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transferassign, exchange 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 or series of transactionstransaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of the Company Affiliate (each, an “Affiliate Transaction”) involving an aggregate consideration in excess of $2.5 million, unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) with respect to (x) any Affiliate Transaction or series of related Affiliate Transactions with a fair market value involving aggregate consideration in excess of US$50.0 (i) $5.0 million in the case of any Affiliate Transaction with any Specified Affiliate and (ii) otherwise, $2.5 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company. Company have determined in good faith that the criteria set forth in the immediately preceding clause (b1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Company or (y) any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an Independent Financial Advisor has delivered an opinion as to the fairness to the Holders of such Affiliate Transactions from a financial point of view; provided that, clause (y) shall not apply to any transactions with any of the Specified Affiliates. The following items shall will not be deemed not to constitute be Affiliate Transactions and, therefore, shall will not be subject to the provisions of paragraph (a) abovethe prior paragraph: (1i) the payment (and any agreement, plan or arrangement relating thereto, including, but not limited to, employment agreement entered into by the Company or any Restricted Subsidiary agreements, severance agreements, stock option plans and other similar arrangements) of reasonable compensation and benefits in the ordinary course of business and consistent with to directors, officers, employees or consultants (or the past practice estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the Company or such Restricted Subsidiaryforegoing) for services actually rendered to the Company, including reimbursement of expenses; (2ii) customary indemnification arrangements with officers, directors and managers of Company; (iii) transactions in respect of transfer pricing, cost plus and cost sharing arrangements in the ordinary course of business; (iv) transactions between or among the Company and/or the Restricted Subsidiariesits Subsidiaries or any entity that becomes a Subsidiary as a result of such transactions; (3v) transactions with a Person that Affiliates solely in their capacity as holders of Indebtedness or Capital Stock where such Affiliate receives the same consideration or is an Affiliate of treated the Company solely because the Company owns an Equity Interest same as non- Affiliates in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Persontransaction; (4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; (6vi) any agreement or arrangement as (i) entered into pursuant to or in connection with the Transactions or (ii) otherwise in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment theretothe date of this Indenture and, in each case, any replacement agreement amendment, extension or arrangement modification thereto so long as any such amendment amendment, extension or replacement agreement or arrangement modification is not more not, in the good faith judgment of the Company, disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than to the original agreement Holders of the Notes, taken as in effect on October 8, 2003a whole; (7vii) transactions that are Restricted Payments permitted by Section 4.13 of the provisions of Section 4.10 hereof; (8) Indenture and Permitted Investments; (9viii) payments to or from, and transactions with, any joint venture in the ordinary course of business (including, without limitation, any cash management activities related thereto) (ix) any Tax Benefit Transactionsale of Capital Stock of Camp NYC, Inc.; and (10x) transactions effected as part of a Qualified Receivables Transactionbona fide capital raises. Notwithstanding the foregoing, the Trustee shall have no obligation to monitor compliance with, nor be responsible or liable for any determination made or not made by the Company, pursuant to this Section 4.17.