Common use of Asset Sale Clause in Contracts

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the Company and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether by the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; and (2) the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: (a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise set forth in Section 4.14 of The Company or the Indenture, the Company Parent shall not and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor Subsidiary or a Subsidiary of the CompanyUnrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the CompanySubsidiary, whether by the Company or the Parent or one of its their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary one of the Company, their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; and provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company receives determine in good faith that the consideration received by the Parent, the Company or such Subsidiary receivestheir respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale, such determination . In the event and to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) extent that immediately following any Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or the Parent or any Subsidiary thatof their respective Subsidiaries from such Asset Sale, in plus the good faith reasonable judgment Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Company's Board Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of DirectorsAdjusted Consolidated Net Tangible Assets, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are(the "Asset Sale Amount") shall be: (a1) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) that in the good faith reasonable judgment of the Company's Board of Directors will which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; , or (b2) used to retire Purchase Money Indebtedness secured by incurred under the asset that was the subject of the Asset Sale or Credit Agreement and to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion permitted to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discountbe incurred pursuant to Section 4.7(b) of the Notes and such other Indebtedness then outstandingIndenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of the preceding paragraph above shall constitute "Excess Proceeds". ." Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,00010 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply the Excess Proceeds an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise Subject to certain exceptions set forth in Section 4.14 of the Indenture, the Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their its property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary one or more Subsidiaries or Unrestricted Subsidiaries of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary or Unrestricted Subsidiary of the Company, whether by the Company or one a Subsidiary or Unrestricted Subsidiary of its Subsidiaries the Company or through the issuance, sale or transfer of Equity Interests by a Subsidiary or Unrestricted Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: , with respect to any Asset Sale or related series of Asset Sales involving securities, property or assets with an aggregate fair market value in excess of $5,000,000, (1i) at least 75% of the total consideration received by the Company or the applicable Subsidiary or Unrestricted Subsidiary for such Asset Sale or related series of related Asset Sales consists is in the form of cash or Cash Equivalents; , (ii) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (2iii) the Board of Directors of the Company receives determines in good faith that the Company or such applicable Subsidiary receives, as applicable, or Unrestricted Subsidiary will be receiving fair market value for such Asset Sale. For purposes of the preceding sentence, total consideration received means the total consideration received for such determination to be made in good faith by the Company's Board Asset Sale or related series of Directors for Asset Sales exceeding $2,000,000. Solely for purposes minus the amount of (1) above, (a) any Purchase Money Indebtedness (other than Subordinated Indebtedness) of secured solely by the assets sold and assumed by a transferee; provided, that the Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, and (b) property that within 30 30-days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents). Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are(the "Asset Sale Amount") shall be: (ai)(x) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (y) used to retire and permanently reduce Indebtedness incurred under the Credit Facility; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount, or (ii) invested in fixed assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that which in the good faith reasonable judgment of the Company's Board of Directors of the Company will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject . The accumulated Net Cash Proceeds from Asset Sales and from any Event of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) Loss not applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values as set forth in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. preceding paragraph shall constitute "Excess Proceeds." Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes (other than Restricted Payments that are not solely Restricted Investments) the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of When the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds equal or exceed $10,000,000, the Company shall apply offer to repurchase the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (), pro rata in proportion to the respective principal amounts of such Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) of and the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each The Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply an amount equal to the Excess Proceeds (the "Asset Sale Offer Amount Amount") plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) Indenture, and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries Restricted Subsidiary to, in one or a series of related transactionsconsummate any Asset Sale, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation unless (in i) the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether consideration received by the Company or one of its Subsidiaries or through such Restricted Subsidiary is at least equal to the issuance, sale or transfer of Equity Interests by a Subsidiary fair market value of the Company, assets sold or disposed of and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1ii) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales received consists of cash or Temporary Cash Equivalents; and (2) Investments or the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board assumption of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or such any Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect (other than Indebtedness to which the Company or any Restricted Subsidiary), PROVIDED that the Company or such Restricted Subsidiary is and its Subsidiaries are fully irrevocably and unconditionally released from any all liability under such Indebtedness. Notwithstanding the immediately preceding paragraph, the Company and all obligations in connection therewithits Restricted Subsidiaries will be permitted to consummate a Permitted Asset Swap without complying with such paragraph if (i) immediately after giving effect to such Permitted Asset Swap, the Company could Incur least $1.00 of additional Indebtedness pursuant Section 4.07 of the Indenture and (bii) property that within 30 days the Company or the applicable Restricted Subsidiary, as the case may be, receives assets at the time of such Permitted Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable Swap of a value at least equal to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment value of the Company's Board assets or other property sold or otherwise disposed of Directors, will immediately constitute or be (as evidenced by a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: (a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment resolution of the Company's Board of Directors will immediately constitute set forth in an Officers' Certificate delivered to the Trustee, or, in the event that the fair market value of such Permitted Asset Swap exceeds $100.0 million, such fair market value has been determined by a written opinion of an investment banking firm of national standing or be a part other recognized independent expert with experience appraising the terms and conditions of a Related Business the type of transaction contemplated thereby). Within twelve months after the receipt of any Net Cash Proceeds from one or more Asset Sales occurring on or after the Closing Date, the Company shall or shall cause the relevant Restricted Subsidiary to: (i) (A) apply an amount equal to such Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or such any Subsidiary (if it continues Guarantor or Indebtedness of any other Restricted Subsidiary, in each case owing to be a Subsidiary) immediately following such transactionPerson other than the Company or any of its Restricted Subsidiaries; or (bB) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to retire Purchase Money Indebtedness secured by the asset that was the subject nature or type of the Asset Sale property and assets of, or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceedsbusiness of, the Company may temporarily reduce revolving credit borrowings or otherwise invest and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the 12-month period referred to in clause (i)(B)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in any manner that is not prohibited by the Indenturefollowing paragraph of this paragraph 8(b). The accumulated amount of such excess Net Cash Proceeds from Asset Sales not required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (a), (b) or (ci) of the preceding paragraph sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds". Within 30 days after ." If, as of the date that first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this paragraph 8(b) totals at least $10,000,00010.0 million (or at least $25 million in the event that at such time there is no Indebtedness of the Company or its Restricted Subsidiaries outstanding that is PARI PASSU with or subordinated in right of payment to the Notes with a comparable limitation of less than $25 million), the Company shall apply must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Pari Passu Indebtedness, from the holders of such Pari Passu Indebtedness) on a PRO RATA basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and on such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable lawdate, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of equal to 100% of the principal amount (or accreted value thereof, PLUS, in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with each case, accrued and unpaid interest and Liquidated DamagesAdditional or Special Interest, if any, to the date of paymentPayment Date. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that If the aggregate principal amount of Notes and any such other pari passu Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than by holders thereof exceeds the Asset Sale Offer Amountamount of Excess Proceeds, the Company may use Notes and Pari Passu Indebtedness shall be purchased on a PRO RATA basis. Upon the completion of any remaining Net Cash Proceeds as otherwise permitted by such Offers to Purchase, regardless of the Indenture (other than for making Restricted Payments that are not Investments) and following amount of Notes validly tendered, the consummation amount of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries Restricted Subsidiary to, in one or a series of related transactionsconsummate any Asset Sale, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation unless (in the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether by i) the Company or one of its Subsidiaries or through such Restricted Subsidiary receives consideration at least equal to the issuance, sale or transfer of Equity Interests by a Subsidiary Fair Market Value of the Company, assets sold or disposed of and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1ii) at least 75% of the total consideration for (excluding contingent liabilities assumed by the transferee of such Asset Sale or series of related Asset Sales assets) received consists of cash or Temporary Cash Equivalents; and (2) Investments or the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board assumption of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) any Senior Indebtedness (other than Subordinated Indebtedness) of the Company or such a Subsidiary Guarantor, provided that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company or such Restricted Subsidiary is and its Subsidiaries are fully and unconditionally irrevocably released from any all liability under such Indebtedness. In the event and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by extent that the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, its Restricted Subsidiaries receive the Net Cash Proceeds therefrom are: from one or more Asset Sales, then the Company shall or shall cause the relevant Restricted Subsidiary to (ai) invested in fixed assets and property within 12 months after the date Net Cash Proceeds so received (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related BusinessA) that apply an amount equal to such excess Net Cash Proceeds to permanently repay (which in the good faith reasonable judgment case of the Company's Board of Directors will immediately constitute or be revolving credit facility is accompanied by a part of a Related Business corresponding permanent commitment reduction) Senior Indebtedness of the Company or such a Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; Guarantor or (bB) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to retire Purchase Money Indebtedness secured by the asset that was the subject nature or type of the Asset Sale property and assets of, or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceedsbusiness of, the Company may temporarily reduce revolving credit borrowings or otherwise invest and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the 12-month period referred to in clause (i) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in any manner that is not prohibited by the following paragraph of Section 4.14 of the Indenture. The accumulated amount of such excess Net Cash Proceeds from Asset Sales not required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (a), (b) or (ci) of the preceding paragraph sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds". Within 30 days after ." If, as of the date that first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.14 totals at least $10,000,0005,000,000, the Company shall apply must commence, not later than the Excess Proceeds (the "Asset Sale fifteenth Business Day of such month, an Offer Amount") to Purchase to the repurchase Holders of the Notes and and, to the extent required by the terms of any Pari Passu Indebtedness, an Offer to Purchase to all holders of such other Indebtedness ranking on a parity with Pari Passu Indebtedness, the maximum principal amount of Notes and with similar provisions requiring any such Pari Passu Indebtedness that may be purchased out of the Company to make Excess Proceeds, at an offer price equal to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value thereof, plus, in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with each case, accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to the date Payment Date. If the aggregate principal amount of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (Notes and any such Pari Passu Indebtedness tendered by holders thereof exceeds the "Asset Sale Offer Period"). Upon expiration amount of the Asset Sale Offer PeriodExcess Proceeds, the Company Notes and Pari Passu Indebtedness shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (be purchased on a pro rata basis if basis. Upon the Asset Sale Offer Amount is insufficient completion of any such Offers to purchase all Indebtedness so tendered) at Purchase, the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to at zero.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the The Company and the Subsidiary Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their its property, business or assets, including by merger or consolidation (in the case of a Subsidiary Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the CompanyCompany (other than directors' qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Subsidiary), whether by the Company or one of its Subsidiaries a Subsidiary or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: unless (1l)(a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; and (2) the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: (a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the "Asset Sale or to permanently reduce Offer Amount") are applied (i) within 180 days after the amount date of Indebtedness outstanding under the Credit Agreement; or (c) applied such Asset Sale to the optional redemption of the Notes in accordance with the terms of the this Indenture and the Company's other Indebtedness of the Company ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Salefor asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) outstanding or (cii) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 within 210 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "such Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale for asset sales pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstandingproperly tendered) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, made within 180 days of such Asset Sale or (b) within 180 days following such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in assets and property (except in connection with the acquisition of a Wholly Owned Subsidiary in a Related Business, other than notes, bonds, obligation and securities) which in the good faith reasonable judgment of the Board of Directors of the Company will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction or in Restricted Investments permitted by Section 4.9 of the Indenture; provided that proceeds from Asset Sales effected by a Subsidiary Guarantor or a Canadian Subsidiary may not be reinvested in a Foreign Subsidiary which is not a Canadian Subsidiary or (ii) used to retire Purchase Money Indebtedness or Senior Debt and to permanently reduce (in the case of Senior Debt that is not Purchase Money Indebtedness) the amount of such Indebtedness outstanding on the Issue Date or permitted pursuant to paragraph (b) (but only to the extent that such paragraph (b) relates to revolving credit borrowings under the Credit Agreement and the Canadian Credit Agreement), (c) or (d), as applicable, of Section 4.7 of the Indenture (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount); provided that any proceeds from Asset Sales effected by a Subsidiary Guarantor or a Canadian Subsidiary may not be used to retire Indebtedness of or make an Investment in any Foreign Subsidiary which is not a Canadian Subsidiary, except to the extent allowable pursuant to clause (h) of the definition of Permitted Investment, (2) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, (3) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (4) the Board of Directors of the Company determines in good faith that the Company or such Subsidiary, as applicable, receives the fair market value for such Asset Sale. Each An acquisition of Notes pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses and in the time periods set forth in 1(a)(i) or 1(b) above (the "Excess Proceeds") exceeds $10,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Pending application of the Net Cash Proceeds pursuant to Section 4.13 of the Indenture, such Net Cash Proceeds shall be invested in Permitted Investments (other than pursuant to clause (a), (e) or (h) of the definition thereof) or used to reduce outstanding loans under any working capital facility. Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds for general corporate purposes as otherwise permitted by the this Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero. For purposes of (2) in the preceding paragraph, total consideration received means the total consideration received for such Asset Sales minus the amount of (a) Purchase Money Indebtedness secured solely by the assets sold and assumed by a transferee and Senior Debt assumed by the transferee, provided in each case that the Company, the Guarantors and their Subsidiaries are released from all obligations in connection therewith and (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the The Company and the Guarantors shall will not, and neither the Company nor the Guarantors shall will not permit any of their respective Subsidiaries Restricted Subsidiary to, in one or a series of related transactionsconsummate any Asset Sale, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation unless (in i) the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether consider- ation received by the Company or one of its Subsidiaries or through such Restricted Subsidiary is at least equal to the issuance, sale or transfer of Equity Interests by a Subsidiary fair market value of the Company, assets sold or disposed of and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1ii) at least 7585% of the total consideration for (excluding contingent liabilities assumed by the transferee of any such Asset Sale or series of related Asset Sales assets) received consists of cash or Temporary Cash Equivalents; and (2) Investments or the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board assumption of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) any Senior Indebtedness (other than Subordinated Indebtedness) of the Company or such a Subsidiary Guarantor, provided that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company or such Restricted Subsidiary is and its Subsidiaries are fully and unconditionally irrevocably released from any all liability under such Indebtedness. In the event and all obligations in connection therewith, (b) property to the extent that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as the Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in the good faith reasonable judgment any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the Company's Board date closest to the commencement of Directorssuch 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to the Holders pursuant to Section 4.03 of the Indenture), will immediately constitute then the Company shall or be a part of a Related Business shall be deemed cause the relevant Restricted Subsidiary to be cash or Cash Equivalents. Within 360 days following such Asset Sale, (i) within 12 months after the date Net Cash Proceeds therefrom are: so received exceed 10% of Adjusted Consolidated Net Tangible Assets (aA) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or such a Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; Guarantor or (bB) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to retire Purchase Money Indebtedness secured by the asset that was the subject nature or type of the Asset Sale property and assets of, or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceedsbusiness of, the Company may temporarily reduce revolving credit borrowings or otherwise invest and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in any manner that is not prohibited by the following paragraph of Section 4.15 of the Indenture. The accumulated amount of such excess Net Cash Proceeds from Asset Sales not required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (a), (b) or (ci) of the preceding paragraph sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds". Within 30 days after ." If, as of the date that first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this covenant totals at least $10,000,0005,000,000, the Company shall apply must commence, not later than the Excess Proceeds (the "Asset Sale fifteenth Business Day of such month, an Offer Amount") to Purchase to the repurchase Holders of the Notes and and, to the extent required by the terms of any Pari Passu Indebtedness, an Offer to Purchase to all holders of such other Indebtedness ranking on a parity with Pari Passu Indebtedness, the maximum principal amount of Notes and with similar provisions requiring any such Pari Passu Indebtedness that may be purchased out of the Company to make Excess Proceeds, at an offer price equal to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value thereof, plus, in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with each case, accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to the date Payment Date. If the aggreage principal amount of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (Notes and any such Pari Passu Indebtedness tendered by holders thereof exceeds the "Asset Sale Offer Period"). Upon expiration amount of the Asset Sale Offer PeriodExcess Proceeds, the Company Notes and Pari Passu Indebtedness shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (be purchased on a pro rata basis if basis. Upon the Asset Sale Offer Amount is insufficient completion of any such Offers to purchase all Indebtedness so tendered) at Purchase, the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to at zero.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, lease, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary or Unrestricted Subsidiary of the Company, whether by the Company or one of its Subsidiaries or Unrestricted Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary or Unrestricted Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: unless (1l)(a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; and (2) the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: (athe "Asset Sale Offer Amount") invested are applied within 365 days after the date of such Asset Sale, to the extent not applied in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection accordance with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or paragraph (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied below, to the (i) optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness of the Company ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) outstanding or (cii) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, made within 335 days of such Asset Sale or (b) within 365 days following such Asset Sale, the Asset Sale Offer Amount is (i) invested in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Wholly Owned Subsidiary that immediately becomes a Guarantor in a Related Business) which will constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction or (ii) used to retire Senior Debt and to permanently reduce the amount of such Senior Debt outstanding on the Issue Date or permitted pursuant to paragraphs (b) and (c) of Section 4.11 of the Indenture (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount); provided, however, that with respect to any Asset Sale occurring during 2001, the Asset Sale Offer Amount received therefrom may be applied as provided in (a) or (b) above at any time prior to December 31, 2002, and any Asset Sale Offer made in accordance with (a)(ii) above may be made at any time prior to December 1, 2002, (2) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, provided, that up to one-third of such 75% may consist of notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 365 days after receipt, which shall constitute Net Cash Proceeds attributable to the original Asset Sale for which such notes or other obligations were received, and provided further that any Indebtedness of the Company or any Subsidiary (as shown on the Company's or such Subsidiary's most recent balance sheet), other than Subordinated Indebtedness, that is assumed by the transferee of any such assets shall constitute cash for purposes hereof, so long as the Company and all of its Subsidiaries are fully and unconditionally released therefrom, and (3) the Company or such Subsidiary, as applicable, receives fair market value for such Asset Sale, such determination to be made in good faith by the Board of Directors of the Company for Asset Sales exceeding $25,000,000. Each Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. An acquisition of Notes pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses and in the time periods set forth in 1(a)(i) or 1(b) above (the "Excess Proceeds") exceeds $10,000,000 and that each Asset Sale Offer shall remain open for at least 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds for general corporate purposes as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise Subject to certain exceptions set forth in Section 4.14 of the Indenture, the Company Issuers shall not and the Guarantors shall not, and neither the Company Issuers nor the Guarantors shall permit any of their respective the Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, make any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether by the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), Sale unless: (1i) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; , and (2ii) the Company receives Board of Directors of the applicable Issuer determines in reasonable good faith that such Issuer or such Subsidiary receivesshall receive, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for For purposes of clause (1i) above, of the preceding sentence the following shall be deemed to constitute cash or Cash Equivalents: (a) the amount of any Indebtedness or other liabilities (other than Subordinated IndebtednessIndebtedness or liabilities that are by their terms subordinated to the Notes and the Guarantees) of the Company Issuers or such Subsidiary that is expressly are assumed by the transferee in of any such Asset Sale and assets so long as the documents governing such liabilities provide that there is no further recourse to the Issuers or any of the Subsidiaries with respect to which the Company is such liabilities and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property fair market value of any marketable securities, currencies, notes or other obligations received by the Issuers or any such Subsidiary in exchange for any such assets that within 30 days of such Asset Sale is are converted into cash or Cash Equivalents; Equivalents within 30 days after the consummation of such Asset Sale, provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are(the “Asset Sale Amount”), if used, shall be: (a) (i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) used to retire and permanently reduce Indebtedness incurred under the Credit Agreement; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor Person in a Related BusinessBusiness which immediately following such acquisition becomes a Guarantor) that which in the reasonable good faith reasonable judgment of the Company's applicable Issuer’s Board of Directors will immediately constitute or be a part of a Related Business of the Company Issuers or such Subsidiary Guarantor (if it continues to be a SubsidiaryGuarantor) immediately following such transaction; transaction (such assets or (b) used to retire Purchase Money Indebtedness secured by property the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement“Related Business Assets”); or (c) applied any combination of (a) or (b). All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Issuers shall use such Net Cash Proceeds to the optional redemption extent necessary to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets; and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (1), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a), (b) or (c). The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clause (a), (b) or (c) of the Notes immediately preceding paragraph and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in accordance with the terms clause (1) or (2) of the Indenture and immediately preceding paragraph shall constitute “Excess Proceeds.” Pending the Company's final application of any Net Cash Proceeds, the Issuers may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes the Net Cash Proceeds in any manner that is not prohibited by the Indenture; provided, however, that the Issuers may not use the Net Cash Proceeds (x) to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or (y) to make Permitted Investments pursuant to clause (a) of the definition thereof. When the Excess Proceeds equal or exceed $5,000,000, the Issuers shall offer to repurchase the Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company Issuers to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "“Asset Sale Offer"”) at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) to the Asset Sale Purchase Date (as defined below) (the "“Asset Sale Offer Price"”) together with accrued and unpaid interest (and Liquidated Damages, if any, ) to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (Purchase Date. In order to effect the "Asset Sale Offer Period"). Upon Offer, the Issuers shall promptly after expiration of the 360-day period following the Asset Sale that produced such Excess Proceeds mail to each Holder of Notes notice of the Asset Sale Offer Period(the “Asset Sale Notice”), offering to purchase the Company shall apply Notes on a date (the “Asset Sale Purchase Date”) that is no earlier than 30 days and no later than 60 days after the date that the Asset Sale Notice is mailed, pursuant to the procedures required by the Indenture and described in the Asset Sale Notice. On the Asset Sale Purchase Date, the Issuers shall apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Amount Amount”) plus an amount equal to accrued and unpaid interest (and Liquidated Damages, if any, ) to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof Asset Sale Offer (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (Price, together with accrued and unpaid interest (and Liquidated Damages, if any)) to the Asset Sale Purchase Date. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company Issuers may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following Indenture. Following the consummation of each Asset Sale Offer in accordance with the provisions of the Indenture, the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise set forth in Section 4.14 4.13 of the Indenture, the Company and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary one of the Company’s Subsidiaries or Unrestricted Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company’s Subsidiaries or Unrestricted Subsidiaries, whether by the Company or one of its Subsidiaries or Unrestricted Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary any of the Company, ’s Subsidiaries or Unrestricted Subsidiaries and including any sale and sale-leaseback transaction (any of the foregoing, an "“Asset Sale"”), unless, with respect to any Asset Sale or related series of Asset Sales involving securities, property or assets with an aggregate fair market value in excess of $2,000,000: (1a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; , (b) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (2c) the Company’s Board of Directors determines in reasonable good faith that the Company receives will receive or such Subsidiary receiveswill receive, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for For purposes of (1) above, clause (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or preceding sentence, total consideration received means the total consideration received for such Subsidiary that is expressly Asset Sales minus the amount of (i) Purchase Money Indebtedness secured solely by the assets sold and assumed by the transferee in such Asset Sale and with respect to which a transferee; provided, that the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, therewith and (bii) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: shall be (a) (i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) used to retire and permanently reduce Indebtedness incurred under the Credit Agreement and other Senior Debt; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business) that which in the reasonable good faith reasonable judgment of the Company's ’s Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; . All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Company shall use such Net Cash Proceeds to the extent deemed necessary or appropriate to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (a), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a) or (b). The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clauses (a) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or and (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discountb) of the Notes immediately preceding paragraph and such other Indebtedness then outstanding. the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clauses (1) and (2) of the immediately preceding paragraph shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes (other than Restricted Payments that are not solely Restricted Investments) the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of When the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds equal or exceed $10,000,0005,000,000, the Company shall apply offer to repurchase the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (), pro rata in proportion to the respective principal amounts of such Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) of and the Notes and such other Indebtedness then outstanding) (the "“Asset Sale Offer"”) at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "“Asset Sale Offer Price"”) together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each The Asset Sale Offer shall remain open for at least 20 Business Days following its commencement (the "“Asset Sale Offer Period"”). Upon expiration of the Asset Sale Offer Period, the Company shall apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Amount Amount”) plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof of this covenant (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following Indenture. Following the consummation of each Asset Sale Offer in accordance with the provisions of this Section 7(b), the Excess Proceeds amount shall be reset to zero. Any repurchase of Notes pursuant to this Section 8(b) shall be made in accordance with the provisions of Section 4.13 of the Indenture.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries Restricted Subsidiary to, in one or a series of related transactionsconsummate any Asset Sale, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation unless (in i) the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether consideration received by the Company or one of its Subsidiaries or through such Restricted Subsidiary is at least equal to the issuance, sale or transfer of Equity Interests by a Subsidiary fair market value of the Company, assets sold or disposed of and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1ii) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales received consists of cash or Temporary Cash Equivalents; and (2) Investments or the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board assumption of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or such any Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect (other than Indebtedness to which the Company or any Restricted Subsidiary), PROVIDED that the Company or such Restricted Subsidiary is and its Subsidiaries are fully irrevocably and unconditionally released from all liability under such Indebtedness. Within twelve months after the receipt of any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable from one or more Asset Sales occurring on or after the Closing Date, the Company shall or shall cause the relevant Restricted Subsidiary to: (i) (A) apply an amount equal to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board Net Cash Proceeds to permanently repay Senior Indebtedness of Directors, of any asset (other than securities) received by the Company or any Subsidiary thatGuarantor or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the good faith reasonable judgment Company or any of its Restricted Subsidiaries; or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the Company's Board of Directorsproperty and assets of, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Salethe business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the 12-month period referred to in clause (i)(B)) such excess Net Cash Proceeds therefrom are: (ato the extent not applied pursuant to clause (i)) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that as provided in the good faith reasonable judgment following paragraph of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the this paragraph 8(b). The amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the excess Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (a), (b) or (ci) of the preceding paragraph sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds". Within 30 days after ." If, as of the date that first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this paragraph 8(b) totals at least $10,000,00010.0 million, the Company shall apply must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Pari Passu Indebtedness, from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and on such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable lawdate, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of equal to 100% of the principal amount (or accreted value thereof, plus, in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with each case, accrued and unpaid interest and Liquidated DamagesAdditional or Special Interest, if any, to the date Payment Date. If the aggregate principal amount of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (Notes and any such Pari Passu Indebtedness tendered by holders thereof exceeds the "Asset Sale Offer Period"). Upon expiration amount of the Asset Sale Offer PeriodExcess Proceeds, the Company Notes and Pari Passu Indebtedness shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (be purchased on a pro rata basis if basis. Upon the Asset Sale Offer Amount is insufficient completion of any such Offers to purchase all Indebtedness so tendered) at Purchase, regardless of the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amountvalidly tendered, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation amount of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise Subject to certain exceptions set forth in Section 4.14 of the Indenture, the Company Issuers shall not and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, conveymake any Asset Sale unless, sellwith respect to any Asset Sale or related series of Asset Sales involving securities, transfer, assign property or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation assets (in the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether by the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1i) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; , and (2ii) with respect to any Asset Sale or related series of Asset Sales involving a conveyance, sale, transfer, assignment or other disposition of securities, property or assets with an aggregate fair market value in excess of $2,000,000, management determines in reasonable good faith that the Company receives Issuers shall receive or such Subsidiary receivesshall receive, as applicable, fair market value for such Asset Sale, such determination and (iii) with respect to be made any Asset Sale or related series of Asset Sales involving a conveyance, sale, transfer, assignment or other disposition of securities, property or assets with an aggregate fair market value in excess of $5,000,000, the Issuers’ Boards of Directors determine in reasonable good faith by that the Company's Board of Directors Issuers will receive or such Subsidiary shall receive, as applicable, fair market value for such Asset Sales exceeding $2,000,000Sale. Solely for For purposes of clause (1i) above, of the preceding sentence the following shall be deemed to constitute cash or Cash Equivalents: (a) the amount of any Indebtedness or other liabilities of the Issuers or such Subsidiary (other than Subordinated IndebtednessIndebtedness or liabilities that are by their terms subordinated to the Notes) of the Company or such Subsidiary that is expressly are assumed by the transferee in of any such Asset Sale and assets so long as the documents governing such liabilities provide that there is no further recourse to the Issuers or any of their Subsidiaries with respect to which the Company is such liabilities and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property fair market value of any marketable securities, currencies, notes or other obligations received by either Issuer or any such Subsidiary in exchange for any such assets that within 30 days of such Asset Sale is are converted into cash or Cash Equivalents; providedEquivalents within 90 days after the consummation of such Asset Sale, provided that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 390 days following such Asset Sale, the Net Cash Proceeds therefrom are(the “Asset Sale Amount”) shall be: (a) (i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) used to retire and permanently reduce Indebtedness incurred under any Credit Agreement or the Wornick Notes; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) invested in fixed assets and or property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor Person in a Related BusinessBusiness which immediately following such acquisition becomes a Subsidiary of Holding) that which in the reasonable good faith reasonable judgment of the Company's Issuers’ Board of Directors will immediately constitute or be a part of a Related Business of the Company Holding or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (c) any combination of (a) or (b). All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Issuers shall use such Net Cash Proceeds to the extent necessary to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets; and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (1), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a), (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the or (c). The accumulated Net Cash Proceeds from Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; Sales not applied as set forth in clause (a), (b) or (c) applied to the optional redemption of the Notes immediately preceding paragraph and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in accordance with the terms clause (1) or (2) of the Indenture and immediately preceding paragraph shall constitute “Excess Proceeds.” Pending the Company's final application of any Net Cash Proceeds, Holding or one of its Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes (other than Restricted Payments that are not solely Restricted Investments) the Net Cash Proceeds in any manner that is not prohibited by the Indenture; provided, however, that the Issuers may not use the Net Cash Proceeds to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or to make Permitted Investments pursuant to clause (a) of the definition thereof. When the Excess Proceeds equal or exceed $5,000,000, the Issuers shall offer to repurchase the Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company Issuers to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (), pro rata in proportion to the respective principal amounts of such Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) of and the Notes and such other Indebtedness then outstanding) (the "“Asset Sale Offer"”) at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "“Asset Sale Offer Price"”) together with accrued and unpaid interest Interest (and Liquidated Damages, if any, ) to the date of payment. Each In order to effect the Asset Sale Offer Offer, the Issuers shall remain open for 20 Business Days promptly after expiration of the 360-day period following its commencement (the "Asset Sale Offer Period"). Upon expiration that produced such Excess Proceeds mail to each Holder of Notes notice of the Asset Sale Offer Period(the “Asset Sale Notice”), offering to purchase the Company shall apply Notes on a date (the “Asset Sale Purchase Date”) that is no earlier than 30 days and no later than 60 days after the date that the Asset Sale Offer Amount plus Notice is mailed, pursuant to the procedures required by the Indenture and described in the Asset Sale Notice. On the Asset Sale Purchase Date, the Issuers shall apply an amount equal to accrued and unpaid interest and Liquidated Damages, if any, the Excess Proceeds (the “Asset Sale Offer Amount”) to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof of this Section 7(b) (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (Price, together with accrued interest and unpaid Interest (and Liquidated Damages, if any)) to the date of payment; provided, however, if on the Asset Sale Purchase Date The Wornick Company is not able to make a Restricted Payment under the Wornick Indenture in an amount equal to the Asset Sale Offer Amount required to be used hereunder to make an Asset Sale Offer, then the Issuers will apply an amount equal to the maximum Restricted Payment amount that may be made by The Wornick Company under the Wornick Indenture on such date ratably to the Indebtedness properly tendered pursuant to Section 4.13. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company Issuers may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following Indenture. Following the consummation of each Asset Sale Offer in accordance with the provisions of this Section 7(b), the Excess Proceeds amount shall be reset to zero. If the Asset Sale Purchase Date is on or after an Interest Record Date and on or before the associated Interest Payment Date, any accrued and unpaid Interest (and Liquidated Damages, if any) due on such Interest Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Interest Record Date.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, lease, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether by the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: unless (1l)(a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; and (2) the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: (athe "Asset Sale Offer Amount") invested are applied within 365 days after the date of such Asset Sale, to the extent not applied in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection accordance with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or paragraph (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied below, to the (i) optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness of the Company ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) outstanding or (cii) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, made within 335 days of such Asset Sale or (b) within 365 days following such Asset Sale, the Asset Sale Offer Amount is (i) invested in fixed assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Guarantor in a Related Business) which in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction or (ii) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or Senior Debt, the terms of which require retirement upon such Asset Sale, on a pro rata basis, and to permanently reduce (in the case of Senior Debt that is not such Purchase Money Indebtedness) the amount of such Senior Debt outstanding on the Issue Date or permitted pursuant to paragraphs (a) and (b) of Section 4.11 (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount), except that, in the case of each of the provisions of clauses (a) and (b), only proceeds from an Asset Sale of assets or capital stock of a Foreign Subsidiary may be invested in or used to retire Indebtedness of a Foreign Subsidiary; (2) at least 85% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, (3) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (4) the Company's Board of Directors determines in good faith that the Company or such Subsidiary receives, as applicable, fair market value for such Asset Sale. Each An acquisition of Notes pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied as set forth in 1(a)(i) or 1(b) above (the "Excess Proceeds") exceed $10,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days or such longer period as may be required by law following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds for general corporate purposes as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise Subject to certain exceptions set forth in Section 4.14 of the Indenture, the Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective the Company’s Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary or Unrestricted Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company’s Subsidiaries or Unrestricted Subsidiaries, whether by the Company or one of its Subsidiaries or Unrestricted Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary one of the Company, ’s Subsidiaries or Unrestricted Subsidiaries and including any sale and sale-leaseback transaction (any of the foregoing, an "“Asset Sale"”), unless: , with respect to any Asset Sale or related series of Asset Sales involving securities, property or assets with an aggregate fair market value in excess of $5,000,000 (1an Asset Sale (including a series of related Asset Sales) of less than $5,000,000 shall not be subject to this clause (b)), (a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; , and (2b) the Company’s Board of Directors determines in good faith that the Company receives will be receiving or such Subsidiary receiveswill be receiving, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) abovethe preceding sentence, “cash and Cash Equivalents” shall also include, (ai) any Purchase Money Indebtedness (other than Subordinated Indebtedness) of secured solely by the assets sold and assumed by a transferee; provided, that the Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (bii) assets for use in a Related Business or Equity Interests of a Person that becomes a Guarantor which is primarily engaged in a Related Business, (iii) Indebtedness incurred under the Credit Agreement that is assumed by a transferee; provided that the Company and its Subsidiaries are fully released from obligations in connection with the amounts assumed and the assumed Indebtedness permanently reduced the Indebtedness under the Credit Agreement (and in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (iv) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, received and (cv) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by TMS Indebtedness; provided that the Company or any Subsidiary that, and its Subsidiaries are fully released from obligations in connection with the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalentsamounts assumed. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are(the “Asset Sale Amount”) shall be: (a) invested used (i) to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale; or (ii) to retire and permanently reduce Indebtedness incurred under the Credit Agreement; provided, that in fixed the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) used to make (i) capital expenditures or (ii) investments in assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor Person in a Related BusinessBusiness that becomes a Guarantor) that which in the good faith reasonable judgment of the Company's ’s Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary Guarantor (if it continues to be a SubsidiaryGuarantor) immediately following such transaction; or the Company shall, within such 360-day period, enter into a legally binding agreement to apply such Net Cash Proceeds as described in this clause (b) used to retire Purchase Money Indebtedness secured by within six months after such agreement is entered into and apply such Net Cash Proceeds in accordance with the asset provisions of this clause (b); provided, that was if such agreement terminates the subject Company shall have until the later of (i) 90 days after the date of such termination and (ii) 360 days after the date of the Asset Sale or resulting in such Net Cash Proceeds to permanently reduce the amount effect such application. The accumulated Net Cash Proceeds from Asset Sales and from any Event of Indebtedness outstanding under the Credit Agreement; or (c) Loss not applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values as set forth in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. preceding paragraph shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes (other than Restricted Payments that are not solely Restricted Investments) the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of When the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds equal or exceed $10,000,000, within 10 Business Days the Company shall apply offer to repurchase the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (), pro rata in proportion to the respective principal amounts of such Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) of and the Notes and such other Indebtedness then outstanding) (the "“Asset Sale Offer"”) at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "“Asset Sale Offer Price"”) together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each The Asset Sale Offer shall remain open for at least 20 Business Days following its commencement (the "“Asset Sale Offer Period"”). Upon expiration of the Asset Sale Offer Period, the Company shall apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Amount Amount”) plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following Indenture. Following the consummation of each Asset Sale Offer Offer, the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise Subject to certain exceptions set forth in Section 4.14 of the Indenture, the Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective the Company's Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary or Unrestricted Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company's Subsidiaries or Unrestricted Subsidiaries, whether by the Company or one of its Subsidiaries or Unrestricted Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary one of the Company, 's Subsidiaries or Unrestricted Subsidiaries and including any sale and sale-leaseback transaction (any of the foregoing, an "Asset Sale"), unless: , with respect to any Asset Sale or related series of Asset Sales involving securities, property or assets with an aggregate fair market value in excess of $5,000,000 (1an Asset Sale (including a series of related Asset Sales) of less than $5,000,000 shall not be subject to this clause (b)), (a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; , and (2b) the Company's Board of Directors determines in good faith that the Company receives will be receiving or such Subsidiary receiveswill be receiving, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) abovethe preceding sentence, "cash and Cash Equivalents" shall also include, (ai) any Purchase Money Indebtedness (other than Subordinated Indebtedness) of secured solely by the assets sold and assumed by a transferee; provided, that the Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (bii) assets for use in a Related Business or Equity Interests of a Person that becomes a Guarantor which is primarily engaged in a Related Business, (iii) Indebtedness incurred under the Credit Agreement that is assumed by a transferee; provided that the Company and its Subsidiaries are fully released from obligations in connection with the amounts assumed and the assumed Indebtedness permanently reduced the Indebtedness under the Credit Agreement (and in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (iv) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, received and (cv) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by TMS Indebtedness; provided that the Company or any Subsidiary that, and its Subsidiaries are fully released from obligations in connection with the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalentsamounts assumed. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are(the "Asset Sale Amount") shall be: (a) invested used (i) to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale; or (ii) to retire and permanently reduce Indebtedness incurred under the Credit Agreement; provided, that in fixed the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) used to make (i) capital expenditures or (ii) investments in assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor Person in a Related BusinessBusiness that becomes a Guarantor) that which in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary Guarantor (if it continues to be a SubsidiaryGuarantor) immediately following such transaction; or the Company shall, within such 360-day period, enter into a legally binding agreement to apply such Net Cash Proceeds as described in this clause (b) used to retire Purchase Money Indebtedness secured by within six months after such agreement is entered into and apply such Net Cash Proceeds in accordance with the asset provisions of this clause (b); provided, that was if such agreement terminates the subject Company shall have until the later of (i) 90 days after the date of such termination and (ii) 360 days after the date of the Asset Sale or resulting in such Net Cash Proceeds to permanently reduce the amount effect such application. The accumulated Net Cash Proceeds from Asset Sales and from any Event of Indebtedness outstanding under the Credit Agreement; or (c) Loss not applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values as set forth in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. preceding paragraph shall constitute "Excess Proceeds." Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes (other than Restricted Payments that are not solely Restricted Investments) the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of When the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds equal or exceed $10,000,000, within 10 Business Days the Company shall apply offer to repurchase the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (), pro rata in proportion to the respective principal amounts of such Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) of and the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each The Asset Sale Offer shall remain open for at least 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply an amount equal to the Excess Proceeds (the "Asset Sale Offer Amount Amount") plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following Indenture. Following the consummation of each Asset Sale Offer Offer, the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries Restricted Subsidiary to, in one or a series of related transactionsconsummate any Asset Sale, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation unless (in i) the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether consideration received by the Company or one of its Subsidiaries or through such Restricted Subsidiary is at least equal to the issuance, sale or transfer of Equity Interests by a Subsidiary fair market value of the Company, assets sold or disposed of and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1ii) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales received consists of cash or Temporary Cash Equivalents; and (2) Investments or the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board assumption of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or such any Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect (other than Indebtedness to which the Company or any Restricted Subsidiary), PROVIDED that the Company or such Restricted Subsidiary is and its Subsidiaries are fully irrevocably and unconditionally released from any all liability under such Indebtedness. Notwithstanding the immediately preceding paragraph, the Company and all obligations in connection therewithits Restricted Subsidiaries will be permitted to consummate a Permitted Asset Swap without complying with such paragraph if (i) immediately after giving effect to such Permitted Asset Swap, the Company could Incur least $1.00 of additional Indebtedness pursuant Section 4.07 of the Indenture and (bii) property that within 30 days the Company or the applicable Restricted Subsidiary, as the case may be, receives assets at the time of such Permitted Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable Swap of a value at least equal to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment value of the Company's Board assets or other property sold or otherwise disposed of Directors, will immediately constitute or be (as evidenced by a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: (a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment resolution of the Company's Board of Directors will immediately constitute set forth in an Officers' Certificate delivered to the Trustee, or, in the event that the fair market value of such Permitted Asset Swap exceeds $100.0 million, such fair market value has been determined by a written opinion of an investment banking firm of national standing or be a part other recognized independent expert with experience appraising the terms and conditions of a Related Business the type of transaction contemplated thereby). Within twelve months after the receipt of any Net Cash Proceeds from one or more Asset Sales occurring on or after the Closing Date, the Company shall or shall cause the relevant Restricted Subsidiary to: (i)(A) apply an amount equal to such Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or such any Subsidiary (if it continues Guarantor or Indebtedness of any other Restricted Subsidiary, in each case owing to be a Subsidiary) immediately following such transactionPerson other than the Company or any of its Restricted Subsidiaries; EXHIBIT 4.9 or (bB) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to retire Purchase Money Indebtedness secured by the asset that was the subject nature or type of the Asset Sale property and assets of, or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceedsbusiness of, the Company may temporarily reduce revolving credit borrowings or otherwise invest and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the 12-month period referred to in clause (i)(B)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in any manner that is not prohibited by the Indenturefollowing paragraph of this paragraph 8(b). The accumulated amount of such excess Net Cash Proceeds from Asset Sales not required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (a), (b) or (ci) of the preceding paragraph sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds". Within 30 days after ." If, as of the date that first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this paragraph 8(b) totals at least $10,000,00010.0 million (or at least $25 million in the event that at such time there is no Indebtedness of the Company or its Restricted Subsidiaries outstanding that is PARI PASSU with or subordinated in right of payment to the Notes with a comparable limitation of less than $25 million), the Company shall apply must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Pari Passu Indebtedness, from the holders of such Pari Passu Indebtedness) on a PRO RATA basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and on such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable lawdate, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of equal to 100% of the principal amount (or accreted value thereof, PLUS, in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with each case, accrued and unpaid interest and Liquidated DamagesAdditional or Special Interest, if any, to the date of paymentPayment Date. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that If the aggregate principal amount of Notes and any such other pari passu Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than by holders thereof exceeds the Asset Sale Offer Amountamount of Excess Proceeds, the Company may use Notes and Pari Passu Indebtedness shall be purchased on a PRO RATA basis. Upon the completion of any remaining Net Cash Proceeds as otherwise permitted by such Offers to Purchase, regardless of the Indenture (other than for making Restricted Payments that are not Investments) and following amount of Notes validly tendered, the consummation amount of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.