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convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged
for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a
Subsidiary of the Issuer);
plus
(c)
to the extent that any Restricted Investment that was made after the Issue Date is
(x) sold, disposed of
or otherwise cancelled, liquidated or repaid, 100% of the aggregate amount received in cash and the
Fair Market Value of the marketable securities and other property received by the Issuer or any
Restricted Subsidiary, or (y) made in an entity that subsequently becomes a Restricted Subsidiary,
100% of the Fair Market Value of the Restricted Investment of the Issuer and its Restricted
Subsidiaries as of the date such entity becomes a Restricted Subsidiary;
plus
(d)
to the extent that any Unrestricted Subsidiary of the Issuer designated as such after
the Issue Date is
redesignated as a Restricted Subsidiary or is merged, amalgamated or
consolidated with or into the
Issuer or a Restricted Subsidiary, or all or substantially
all of the properties or assets of such
Unrestricted Subsidiary are transferred to the Issuer or a Restricted Subsidiary, the Fair Market Value
of the property received by the Issuer or Restricted Subsidiary or the Issuer's Restricted Investment in
such Subsidiary as of the date of such redesignation, merger, amalgamation, consolidation or transfer
of properties or assets, to the extent such Investments reduced the Restricted Payments capacity under
this clause (d) and were not previously repaid or otherwise reduced;
plus
(e)
100% of any dividends or distributions received by the Issuer or a Restricted Subsidiary after the Issue
Date from an Unrestricted Subsidiary, to the extent that such dividends or distributions were not
otherwise included in the Consolidated Net Income of the Issuer for such period.
The preceding provisions will not prohibit:
(1)
the payment of any dividend or the consummation of any redemption within 60 days after the date of
declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration
or notice, the dividend or redemption payment would have complied with the provisions of the Indenture;
(2)
the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially
concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than
Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Issuer;
provided
that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will
be excluded from clause (3)(b) of the preceding paragraph;
(3)
the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the
Issuer or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with the net
cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness for the
purpose of such repurchase, redemption, defeasance or other acquisition or retirement for value;
(4)
the payment of any dividend (or, in the case of any partnership or limited liability company, any similar
distribution) by a Restricted Subsidiary of the Issuer to the holders of its Equity Interests (other than the Issuer
or any Restricted Subsidiary) on no more than a
pro rata
basis;
(5)
the defeasance, repurchase, redemption or other acquisition or retirement for value of any Equity Interests of
the Issuer or any Restricted Subsidiary of the Issuer held by any of the Issuer's (or any of its Restricted
Subsidiaries') current or former officers, directors, employees or consultants pursuant to any equity
subscription agreement, stock option agreement, restricted stock grant, shareholders' agreement or similar
agreement;
provided
that the aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests may not exceed $3.0 million in any calendar year (with unused amounts in any calendar year
being permitted to be carried over into succeeding calendar years) and
provided
,
further
, that such amount in
any calendar year may be increased by an amount not to exceed the cash proceeds from the sale of Equity
Interests of the Issuer or a Restricted Subsidiary received by the Issuer or a Restricted Subsidiary during such
calendar year, in each case to members of management, directors or consultants of the Issuer, any of its
Restricted Subsidiaries or any of its direct or indirect parent companies to the extent the cash proceeds from
the sale of Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant to
clause (3)(b) of the preceding paragraph or clause (2) of this paragraph;
(6)
the defeasance, repurchase, redemption or other acquisition or retirement for value of any Equity Interests of
the Issuer or any Restricted Subsidiary of the Issuer held by any of the Issuer's (or any of its Restricted
Subsidiaries') current or former directors or employees in connection with the exercise or vesting of any equity
compensation (including, without limitation, stock options, restricted stock and phantom stock) in order to
satisfy the Issuer's or such Restricted Subsidiary's tax withholding obligation with respect to such exercise or
vesting;
(7)
repurchases of Subordinated Obligations at a purchase price not greater than (i) 101% of the principal amount
of such Subordinated Obligations and accrued and unpaid interest thereon in the event of a Change of Control
or (ii) 100% of the principal amount of such Subordinated Obligations and accrued and unpaid interest thereon
