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consolidation involving the Company, the Guarantor or any of their
Restricted Subsidiaries) or to the direct or indirect holders of the
Company's, the Guarantor's or any of their Restricted Subsidiaries' Equity
Interests in their capacity as such (other than dividends or distributions
payable in Equity Interests (other than Disqualified Stock) of the Company
or the Guarantor or, in the case of the Company and its Restricted
Subsidiaries, to the Company or a Restricted Subsidiary of the Company or
in the case of the Guarantor and its Restricted Subsidiaries, to the
Company, the Guarantor or a Restricted Subsidiary of the Company or the
Guarantor);
(b) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or
consolidation involving the Company) any Equity Interests of the Company
or the Guarantor or any direct or indirect parent of the Company or the
Guarantor or any Restricted Subsidiary of the Company or the Guarantor
(other than, in the case of the Company and its Restricted Subsidiaries,
any such Equity Interests owned by the Company or any Restricted
Subsidiary of the Company or, in the case of the Guarantor and its
Restricted Subsidiaries, any such Equity Interests owned by the Company,
the Guarantor or any Restricted Subsidiary of the Company or the
Guarantor); or
(c) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated to the Notes or the Guarantees (other than the Notes or the
Guarantees), except a payment of interest or principal at the Stated
Maturity thereof (all such payments and other actions set forth in clauses
(a) through (c) above being collectively referred to as "Restricted
Payments"), unless, at the time of and after giving effect to such
Restricted Payment:
(1) no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof; and
(2) the Company would, at the time of such Restricted Payment and
after giving pro forma effect thereto as if such Restricted Payment had
been made at the beginning of the applicable quarter period, have been
permitted to incur at least $1.00 of additional Indebtedness pursuant to
the Leverage Ratio test set forth in the first paragraph of Section 4.10;
and
(3) such Restricted Payment, together with the aggregate amount of
all other Restricted Payments made by the Company, the Guarantor and each
of their Restricted Subsidiaries after the date of this Indenture
(excluding Restricted Payments permitted by clauses (2), (3), (4), (5),
(6), (7) and (8) of the next succeeding paragraph), shall not exceed, at
the date of determination, the sum of:
(a) an amount equal to 100% of the combined Consolidated
EBITDA of the Company and the Guarantor since the date of this
Indenture to the end of the Company's and the Guarantor's most
recently ended full fiscal quarter for which internal financial
statements are available, taken as a single accounting period, less
the product of 1.2 times the combined Consolidated Interest Expense
of the Company and the Guarantor since the date of this Indenture to
the end of the Company's and the Guarantor's most recently ended
full fiscal quarter for which internal financial statements are
available, taken as a single accounting period, plus
(b) an amount equal to 100% of Capital Stock Sale Proceeds
less any such Capital Stock Sale Proceeds used in connection with
(i) an Investment made pursuant to
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