Common use of Asset Dispositions Clause in Contracts

Asset Dispositions. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance.

Asset Dispositions. (a) The Company will Issuers may not, and will may not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: : (1i) the Company Globalstar, Globalstar Capital or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, value (including as determined in good faith by to the Company, value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; , as determined by the General Partners' Committee of Globalstar in good faith and evidenced by a resolution filed with the Trustee; (2ii) at least 7580% of the consideration thereof received in such Asset Disposition by the Company Globalstar, Globalstar Capital or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Restricted Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders consists of the Notes (and to holders of other First-Priority Stock Secured Debta) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment cash or purchase of Debt pursuant to clause (3)(A) Marketable Securities or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1b) the assumption or discharge of Debt (other than Subordinated Obligations) of Globalstar, Globalstar Capital or other liabilities of the Company or any such Restricted Subsidiary and the release of the Company or such Subsidiary Issuers and the Restricted Subsidiaries, as applicable, from all liability on such the Debt or other liability in connection with such Asset Disposition; assumed; and (2iii) securities or other obligations received by the Company or all Net Available Proceeds, less any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash amounts invested within 180 days of such disposition in assets that comply with Section 4.12, are applied within 180 days of such disposition (A) first, to the Asset Dispositionpermanent repayment or reduction of Debt then outstanding under any Bank Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility would require such application or prohibit payments pursuant to the following clause (B), (B) second, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having remaining Net Available Proceeds, to make an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant Offer to this proviso that is Purchase outstanding Securities at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (orplus accrued and unpaid interest to the date of purchase thereon and, in to the event such extent required by the terms thereof, any other First-Priority Stock Secured Debt was issued of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with significant original issue discount, the Securities at a price no greater than 100% of the accreted value thereof), without premium, principal amount thereof plus accrued but and unpaid interest to the date of purchase and Special Interest(C) third, if to the extent of any (orremaining Net Available Proceeds following the completion of the offer to Purchase, in respect to the repayment of such other First-Priority Stock Secured DebtDebt of Globalstar or Debt of a Restricted Subsidiary, such other price, not to exceed 100%, as may be provided for by the extent permitted under the terms of such other First-Priority Stock Secured Debt), in accordance with thereof. To the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of extent any Net Available Cash Proceeds remain after purchasing all securities tenderedsuch uses, then Globalstar and the Restricted Subsidiaries may use such balance may be used in amounts for any manner purposes not prohibited by the this Indenture. If Notwithstanding the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchaseforegoing, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company these provisions shall not be required apply to make such an any Asset Disposition Offer to purchase Notes (and which constitutes a transfer, conveyance, sale, lease or other First-Priority Stock Secured Debt) disposition of all or substantially all of Globalstar's properties or assets pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million 5.1(a). (which lesser amount b) The Issuers shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.64.7. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.64.7, the Company will Issuers shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations under Section 3.3 hereof or this Section 4.6 4.7 by virtue of such compliancethereof.

Asset Dispositions. The Company Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, consummate make or agree to make any Asset Disposition unlessexcept for: (1i) the Company sale or such Subsidiary receives consideration at other disposition of inventory and Cash Equivalents in the time ordinary course of such Asset Disposition at least equal to business, the fair market valuesale or write-off of past due or impaired accounts receivable for collection purposes (but not for factoring, as determined in good faith by securitization or other financing purposes), and the Company, termination or unwinding of the shares and assets subject to such Asset DispositionHedge Agreements permitted hereunder; (2ii) at least 75% the sale, lease or other disposition of assets by the Borrower or any Subsidiary of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) Borrower to the extent the Company elects Borrower or to a Subsidiary Guarantor (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Subsidiary Guarantor (to another Subsidiary that is not a Subsidiary Guarantor), in each case so long as no Event of Default shall have occurred and be continuing or would result therefrom; (iii) the sale, exchange or other than Debt owed to disposition in the Company ordinary course of business of equipment or one other capital assets that are obsolete or no longer necessary for the operations of the Borrower and its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1iv) the assumption or discharge of Debt sale or other liabilities disposition of assets (other than the Company or any Subsidiary Capital Stock of Subsidiaries) outside the ordinary course of business for fair value and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; for consideration, provided that (2x) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of Net Cash Proceeds from all such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements sales or dispositions that are consummated during any fiscal year shall not exceed $40,000,000 and (y) no Default or Event of Section 14(e) of the Exchange Act Default shall have occurred and any other securities laws be continuing or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliancewould result therefrom.

Asset Dispositions. The Company will notExcept as otherwise set forth below, until the Discharge of Senior-Priority Debt has occurred, each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties will not permit object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition of its Subsidiaries toany Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, directly or indirectlyany comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such sale, consummate lease, license, exchange, transfer or other disposition of any Asset Disposition unless: Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (1) the Company or such Subsidiary receives consideration acting at the time written direction of such Asset Disposition at least equal to the fair market value, requisite number of Senior-Priority Holders as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other Firstapplicable Senior-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereofDocuments); provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in (i) the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date proceeds of such commitment so long as the Company sale, lease, license, exchange, transfer or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will other disposition of any Collateral shall be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled the Senior-Priority Debt or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash Junior-Priority Debt in accordance with Section 4.1, or if not so applied, the preceding paragraph except Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the extent that the aggregate Net Available Cash from all Asset Dispositions proceeds of such disposition subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) relative priorities set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by 2.1 hereof and (ii) the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other FirstJunior-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required Parties with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of which such an Asset Disposition Offer, Net Available Cash will be Junior-Priority Collateral Agent is acting as Agent are not deemed to be reduced by have waived any rights to credit bid on the aggregate amount of Collateral in any such Asset Disposition Offer. The Company will comply, to the extent applicable, disposition in accordance with the requirements of Section 14(e363(k) of the Exchange Act and Bankruptcy Code, so long as any other securities laws or regulations such credit bid provides for the payment in connection with the repurchase full in cash of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such complianceall Senior-Priority Debt.

Asset Dispositions. The Company will shall not, and will shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: (1a) the Company or such Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, 95.0% of the shares and current book value of the assets subject sold or otherwise disposed of (provided that up to 5.0% of the current book value of the assets sold or otherwise disposed of per fiscal year can be in an amount not less than 90.0% of the current book value of such Asset Disposition;assets sold or otherwise disposed of); and (2b) at least 7575.0% of the consideration therefor received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to is in the Holders form of the Notes (cash and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereofCash Equivalents; provided, however, that in connection with any prepayment, repayment or purchase the following items shall be deemed to be Cash Equivalents for purposes of Debt pursuant to this clause (3)(Ab) and for no other purpose: (i) any liabilities (as shown on the Company’s or (4such Subsidiary’s most recent balance sheet or in the footnotes thereto) above, of the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal Subsidiary, other than liabilities that are by their terms subordinated to the principal amount so prepaidSecurities (or any Subsidiary’s Guarantee of the Securities), repaid that (A) are assumed by the transferee of any such assets or purchased; provided, further, however, that(B) are otherwise cancelled or terminated in connection with the transaction (other than intercompany debt owed to the Company or its Subsidiaries) and, in the case of clause (3)(B) aboveA), a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, which the Company and such all of its Subsidiaries will not be required to apply any Net Available Cash have been validly released by all applicable creditors in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents:writing; (1ii) the assumption or discharge of Debt any securities, notes or other liabilities of the Company obligations or any Subsidiary and the release of assets received by the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, or Cash Equivalents (to the extent of the cash received in that conversion; (3or Cash Equivalents received) Additional Assetswithin 180 days following the closing of such Asset Disposition; and (4iii) Designated Non-Cash Consideration received by the principal amount of Indebtedness of any Subsidiary that ceases to be a Subsidiary as a result of such asset disposition (other than intercompany debt owed to the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured DebtSubsidiaries), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with that the requirements Company and each other Subsidiary are released from any guarantee of Section 14(e) payment of the Exchange Act and any other securities laws or regulations such Indebtedness in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such complianceAsset Disposition.

Asset Dispositions. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly cause, make or indirectly, consummate suffer to exist any Asset Disposition unless: (1) the Company or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, Fair Market Value of the shares and assets subject to such Asset Disposition;; and (2) at least 75% of the consideration received in from such Asset Disposition received by the Company or such Subsidiary Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalentsCash Equivalents. For the purposes of clause (2) above and for no other purpose, the following will be deemed to be cash: (i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and from which the Company and all such Restricted Subsidiaries have been validly released by all creditors in writing; (3ii) an amount equal to 100% any Designated Non-cash Consideration received by the Company or any of the Net Available Cash from its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (ii) that is applied at that time outstanding, not to exceed the greater of (x) $70.0 million and (y) 1.75% of Total Assets at the time of the receipt of such Designated Non-cash Consideration; and (iii) any securities, notes or other obligations received by the Company or any of its Restricted Subsidiaries from the transferee that are converted by the Company or such Subsidiary, as the case may be: Restricted Subsidiary into cash (A) to the extent of the Company elects cash received) within 180 days (or is required by the terms of any Debt)210 days, to prepay, repay, redeem or purchase Senior Debt of if the Company or such Restricted Subsidiary is prevented by a lock up or similar agreement from converting such securities, notes or other obligations into cash during such 180 day period) following the closing of such Asset Disposition. With respect to any Asset Disposition, the determination of compliance with clauses (1) and (2) above may be made, at the Company’s option, on either (x) the date on which such Asset Disposition is completed or (y) the date on which a Guarantor or Debt of a Subsidiary that definitive agreement for such Asset Disposition is not a Guarantor entered into. (in each case other than Debt owed to the Company or one of its Subsidiaries3) within one year Within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Restricted Subsidiary, as the case may be, may apply an amount equal to make 100% of the Net Available Cash from such Asset Disposition as follows: (A) to permanently reduce (and permanently reduce commitments with respect thereto) Secured Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Secured Indebtedness of a Restricted Subsidiary of the Company (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or a Restricted Subsidiary of the Company; (B) to permanently reduce obligations under other Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or other Indebtedness of a Restricted Subsidiary of the Company (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or an Affiliate of the Company; provided that the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07, through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in Section 3.10 and this Section 4.10 for an Asset Disposition Offer Offer) to the all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest on the amount of Notes that would otherwise be prepaid; (and to holders of other First-Priority Stock Secured DebtC) to purchase Notes invest in Additional Assets; or (D) a combination of reductions and investments permitted by the foregoing clauses (A) through (C); provided that pending the final application of any such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained Net Available Cash in this Section and Section 3.3 hereof; provided, however, that in connection accordance with any prepayment, repayment or purchase of Debt pursuant to clause (3)(AA), (B), (C) or (4D) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced Net Available Cash in an amount equal to the principal amount so prepaid, repaid or purchasedany manner not prohibited by this Indenture; provided, further, however, that, that in the case of clause (3)(B3)(C) above, a binding commitment to invest in Additional Assets shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will shall be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitmentAcceptable Commitment”)) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, furtherhowever, that if any acceptable commitment a Second Commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause constitute Excess Proceeds. (4b) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Any Net Available Cash from all Asset Dispositions subject to the preceding paragraph which that is not applied or invested as provided in accordance with Section 4.10(a) shall be deemed to constitute “Excess Proceeds.” On the preceding paragraph 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $100.0 30.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed Company shall make an offer (“Asset Disposition Offer”) to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset DispositionHolders and, to the extent required by the terms of outstanding Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant amount equal to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value principal amount thereof), without premium, plus accrued but and unpaid interest and Special Interestinterest, if any any, to the date of purchase (or, in respect subject to the right of such other First-Priority Stock Secured Debt, such other price, not Holders of record on the relevant Record Date to exceed 100%, as may be provided for by receive interest due on the terms of such other First-Priority Stock Secured Debtrelevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered3.10 and the agreements governing the Pari Passu Indebtedness, then such balance may be used as applicable, in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but each case in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater and larger integral multiple multiples of $1,000 in excess thereof. The Company shall not be required to make such commence an Asset Disposition Offer with respect to purchase Excess Proceeds by mailing (or otherwise communicating in accordance with the procedures of DTC) the notice required by Section 3.10, with a copy to the Trustee. To the extent that the aggregate amount of Notes (and other First-Priority Stock Secured Debt) Pari Passu Indebtedness validly tendered and not validly withdrawn pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the Net Available Cash from any subsequent Asset Disposition)aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate accreted value or principal amount of tendered Notes and Pari Passu Indebtedness. Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by regardless of the aggregate amount of Excess Proceeds used to purchase Notes pursuant to such Asset Disposition Offer. , the amount of Excess Proceeds shall be reset at zero. (c) The Company will complyshall comply with all applicable securities laws and regulations, to the extent applicableincluding, with without limitation, Canadian Securities Legislation and the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes pursuant to this Section 4.6an Asset Disposition Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under Section 3.3 hereof or described in this Section 4.6 Indenture by virtue of such complianceany conflict.

Asset Dispositions. The None of the Group Companies will make any Asset Disposition; provided that: (i) any Group Company will notmay sell inventory in the ordinary course of business on an arms’-length basis; (ii) the Borrower may make any Asset Disposition to any of the Subsidiary Guarantors if (A) the Credit Parties shall cause to be executed and delivered such documents, instruments and will not permit certificates as the Administrative Agent or the Collateral Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.10 after giving effect to such Asset Disposition and (B) after giving effect to such Asset Disposition, no Default or Event of Default exists; (iii) the Borrower and its Subsidiaries may liquidate or sell Cash Equivalents; (iv) the Borrower or any of its Subsidiaries tomay sell, directly lease, transfer, assign or indirectly, consummate otherwise dispose of assets (other than in connection with any Asset Disposition unless:Casualty or Condemnation) to any other Person provided that the aggregate fair market value of all property disposed of pursuant to this clause (iv) does not exceed $3,000,000 in the aggregate in any fiscal year of the Borrower or $10,000,000 in the aggregate from and after the Closing Date; (1v) the Borrower or any of its Subsidiaries may dispose of machinery or equipment which will be replaced or upgraded with machinery or equipment put to a similar use and owned, or otherwise used or useful in the ordinary course of business of and owned by such Person; provided that (A) such replacement or upgraded machinery and equipment is acquired within 120 days after such disposition, and (B) upon their acquisition, such replacement assets become subject to the Lien of the Collateral Agent under the Collateral Documents (to the extent in effect immediately prior to such disposition); (vi) the Borrower or any of its Subsidiaries may in the ordinary course of business and in a commercially reasonable manner, dispose of obsolete, worn-out or surplus tangible assets and other excess property no longer used or useful in the ordinary course of business; (vii) any Group Company may enter into any Sale/Leaseback Transaction not prohibited by Section 7.13; (viii) any Subsidiary of the Borrower may sell, lease or otherwise transfer (x) any or all or substantially all of its assets (including any such transaction effected by way of merger or consolidation) to the Borrower or any Wholly-Owned Domestic Subsidiary receives consideration at of the time Borrower, so long as (A) the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in such Asset Disposition assets shall remain in full force and effect and perfected (to at least equal the same extent as in effect immediately prior to the fair market valuesuch sale, as determined in good faith by the Company, of the shares lease or other transfer) and assets subject (B) after giving effect to such Asset Disposition, no Default or Event of Default exists, and (y) assets to Foreign Subsidiaries or non-Wholly-Owned Domestic Subsidiaries to the extent permitted by Section 7.06(x); (2ix) any non-Wholly-Owned Domestic Subsidiary or Foreign Subsidiary of the Borrower may sell, lease or otherwise transfer any or all or substantially all of its assets (including any such transactions effected by way of merger or consolidation) to any other non-Wholly-Owned Domestic Subsidiary or Foreign Subsidiary of the Borrower, so long as the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in such assets shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other transfer); (x) any Group Company may (A) lease, as lessor or sublessor, or license, as licensor or sublicensor, real or personal property (including Intellectual Property) in the ordinary course of business and consistent with past practices and (B) grant options to purchase, lease or acquire real or personal property in the ordinary course of business, so long as the Asset Disposition resulting from the exercise of such option would otherwise be permitted under this Section 7.05; (xi) any Group Company may dispose of defaulted receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction; (xii) any Group Company may dispose of non-core assets acquired in connection with Permitted Business Acquisitions; (xiii) any Group Company may make one or more Asset Dispositions involving any or all of the assets described in Schedule 7.05; (xiv) any Group Company may make one or more Asset Dispositions in connection with a like-kind exchange pursuant to Section 1031 of the Code; provided that the Borrower shall have delivered to the Administrative Agent a Pro-Forma Compliance Certificate demonstrating that upon giving effect on a Pro-Forma Basis to such transaction, the Credit Parties will be in compliance with all of the financial covenants set forth in Section 7.17(a) as of the last day of the most recent period of four consecutive fiscal quarters of Holdings which precedes or ends on the date of such transaction and with respect to which the Administrative Agent has received the consolidated financial information required under Section 6.01(a) or (b) and the officer’s certificate required under Section 6.01(c); (xv) any Group Company may sell or dispose of Equity Interests in its Subsidiaries to qualify directors where required by applicable law or to satisfy other requirements of applicable law with respect to the ownership of Equity Interests of Foreign Subsidiaries; and (xvi) any Group Company may make any other Asset Disposition; provided that (A) at least 75% of the consideration received therefor is cash or Cash Equivalents; (B) if such transaction is a Sale/Leaseback Transaction, such transaction is permitted by Section 7.01 and Section 7.13; (C) such transaction does not involve the sale or other disposition of a minority Equity Interest in any Group Company; (D) the aggregate fair market value of all assets sold or otherwise disposed of by the Group Companies in all such transactions in reliance on this clause (xvi) shall not exceed $10,000,000 in the aggregate from and after the Closing Date; and (E) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction. Upon consummation of an Asset Disposition by permitted under this Section 7.05, the Company Lien therein created (but not the Lien on any proceeds thereof) under the Collateral Documents shall be automatically released and the Administrative Agent shall (or such Subsidiary is in shall cause the form of cash or cash equivalents; Collateral Agent to) (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent applicable) deliver to the Company elects (or Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as is required by reasonably necessary to evidence the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt release of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company electsCollateral Agent’s security interests, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case assets being disposed of, including amendments or terminations of clause (3)(B) aboveUniform Commercial Code Financing Statements, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraphany, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application return of Net Available Cash pursuant to this Section 4.6stock certificates, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6if any, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such any Subsidiary being disposed of in its entirety from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interestobligations, if any (orany, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by under the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such complianceSenior Finance Documents.

Asset Dispositions. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly cause, make or indirectly, consummate suffer to exist any Asset Disposition unless: (1) the Company or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, as Fair Market Value (such Fair Market Value to be determined in good faith by on the Company, date of contractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in from such Asset Disposition received by the Company or such Subsidiary Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents;Cash Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied or committed to be applied by the Company or such Restricted Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) , and, if committed to be applied, such Net Available Cash is thereafter applied within 180 days of the extent the Company elects, to acquire Additional Assets within one year date which is 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; andCash (such 365 plus 180-day period, the "Asset Sale Commitment Period") as follows: (4A) to the extent permanently reduce (and permanently reduce commitments with respect thereto) Secured Indebtedness of the balance Company (other than any Disqualified Stock or Subordinated Obligations) or Secured Indebtedness of such Net Available Cash after application a Restricted Subsidiary of the Company (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or an Affiliate of the Company; (B) to permanently reduce obligations under other Indebtedness of the Company that ranks equally in right of payment with the Notes (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Guarantor (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or an Affiliate of the Company; provided that with respect to any reduction of Obligations that rank equally in right of payment with the Notes pursuant to this clause (B), the Company shall make an offer (in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make procedures set forth in Section 3.10 and this Section 4.10 for an Asset Disposition Offer Offer) to all Holders to purchase their Notes at 100% of principal amount thereof, plus, in each case, the amount of accrued but unpaid interest on the amount of Notes, in each case on a pro rata basis, the aggregate amount of which offer shall be equal to the Holders aggregate amount that would reduce the Obligations under the Notes on an equal and ratable basis with such other Indebtedness that ranks equally in right of payment with the Notes based on the aggregate outstanding principal amount of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause Indebtedness; (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if anyC) to be permanently reduced invest in an amount equal to Additional Assets; or (D) a combination of reductions and investments permitted by the principal amount so prepaid, repaid or purchasedforegoing clauses (A) through (C); provided, further, however, that, in provided that pending the case of clause (3)(B) above, a binding commitment shall be treated as a permitted final application of the Net Available Cash from the date of any such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with clause (A), (B) or (C) above, the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash may be used in any other manner not prohibited by this Indenture. (4) For the Indenture. For purposes of this Section 4.6clause (2) above and for no other purpose, the following are shall be deemed to be cash or cash equivalentscash: (1A) any liabilities (as shown on the assumption Company's or discharge of Debt or other liabilities such Restricted Subsidiary's most recent balance sheet) of the Company or any Subsidiary of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and the release of from which the Company or and all such Subsidiary from Restricted Subsidiaries have been validly released by all liability on such Debt or other liability creditors in connection with such Asset Dispositionwriting; (2B) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash cash Consideration received pursuant to this proviso clause (B) that is at that time outstanding, not to exceed 5the greater of (x) $100.0 million and (y) 2.25% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In ); (C) any securities, notes or other obligations received by the event Company or any of an its Restricted Subsidiaries from the transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Disposition Disposition; and (D) any Additional Assets. (b) Any Net Available Cash from Asset Dispositions that requires is not applied or invested as provided in Section 4.10(a) shall be deemed to constitute "Excess Proceeds." On the purchase business day following the final day of Notes (and other First-Priority Stock Secured Debt)the Asset Sale Commitment Period, if the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company will purchase Notes tendered pursuant to shall make an offer ("Asset Disposition Offer Offer") to all Holders and, to the extent required by the Company for terms of outstanding Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their maximum aggregate principal amount (orof Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, cash in an amount equal to 100% of the accreted value principal amount thereof), without premium, plus accrued but and unpaid interest and Special Interestinterest, if any any, to the date of purchase (or, in respect subject to the right of such other First-Priority Stock Secured Debt, such other price, not Holders of record on a Record Date to exceed 100%, as may be provided for by receive interest due on the terms of such other First-Priority Stock Secured Debtrelevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered3.10 or the agreements governing the Pari Passu Indebtedness, then such balance may be used as applicable, in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but each case in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater and larger integral multiple multiples of $1,000 in excess thereof. The Company shall not be required to make such commence an Asset Disposition Offer with respect to purchase Excess Proceeds by mailing (or otherwise communicating in accordance with the procedures of DTC) the notice required by Section 3.10, with a copy to the Trustee. To the extent that the aggregate amount of Notes (and other First-Priority Stock Secured Debt) Pari Passu Indebtedness validly tendered and not properly withdrawn pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the Net Available Cash from any subsequent Asset Disposition)aggregate principal amount of Notes tendered by Holders thereof and other Pari Passu Indebtedness tendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate accreted value or principal amount of tendered Notes and Pari Passu Indebtedness. Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by regardless of the aggregate amount of Excess Proceeds used to purchase Notes pursuant to such Asset Disposition Offer. , the amount of Excess Proceeds shall be reset at zero. (c) The Company will complyshall comply with all applicable securities laws and regulations, to the extent applicableincluding, with without limitation, Canadian Securities Legislation and the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes pursuant to this Section 4.6an Asset Disposition Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 Indenture by virtue of such complianceany conflict.

Asset Dispositions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly cause, make or indirectly, consummate suffer to exist any Asset Disposition unless: (1) the Company or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, as Fair Market Value (such Fair Market Value to be determined in good faith by on the Company, date of contractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in from such Asset Disposition received by the Company or such Subsidiary Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents;Cash Equivalents; and (3) to the extent that any consideration received by the Company or any Restricted Subsidiary in such Asset Disposition constitutes securities or other assets that are of a type or class that constitutes Collateral, such securities or other assets are added to the Collateral securing the Notes and the Note Guarantees, as applicable, in the manner and to the extent required by this Indenture or any of the Collateral Documents with the Lien on such Collateral securing the Notes and the Note Guarantees, as applicable, being of the same priority with respect to the Notes and the Note Guarantees, as applicable, as the Lien on the assets disposed of in the Asset Disposition. For the purposes of clause (2) of this Section 4.16(a) and for no other purpose, the following will be deemed to be cash: (1) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Company) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and from which the Company and all Restricted Subsidiaries have been validly released or which have been discharged by operation of law or otherwise; (2) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Disposition; and (3) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (3) that is at that time outstanding, not to exceed the greater of (i) $75.0 million and (ii) 3.0% of Total Tangible Assets at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value). (b) Within 365 days from the later of the date of such Asset Disposition and the receipt of such Net Available Cash, an amount equal to 100% of the Net Available Cash from such Asset Disposition is may be applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Restricted Subsidiary, as the case may be, as follows: (1) to permanently reduce (and, if the Indebtedness repaid is revolving credit Indebtedness, permanently reduce commitments with respect thereto) First Lien Indebtedness (other than any First Lien Indebtedness owed to or held by the Company or any Affiliate of the Company); provided that the Issuer shall (A) equally and ratably reduce Obligations under the Notes pursuant to Section 3.07 or through open market purchases at or above 100% of the principal amount thereof or (B) make an offer (in accordance with the procedures set forth below for an Asset Disposition Offer Offer) to all Holders to purchase their Notes on a ratable basis with such First Lien Indebtedness at 100% of the principal amount thereof, in each case plus the amount of accrued but unpaid interest on the Notes that are purchased or redeemed; (2) if the assets disposed of in the Asset Disposition were not Collateral, to repay other Senior Pari Passu Indebtedness (other than any Senior Pari Passu Indebtedness owed to or held by the Company or any Affiliate of the Company) or Indebtedness of a Non-Guarantor Subsidiary; provided that the Issuer shall (A) equally and ratably reduce Obligations under the Notes pursuant to Section 3.07 or through open market purchases at or above 100% of the principal amount thereof or (B) make an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes on a ratable basis with such Senior Pari Passu Indebtedness at 100% of the principal amount thereof, in each case plus the amount of accrued but unpaid interest on the Notes that are purchased or redeemed; (3) in the case of an Asset Disposition by a Non-Guarantor Subsidiary, to permanently reduce Indebtedness of (A) a Non-Guarantor Subsidiary (other than Indebtedness owed to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment Issuer or purchase of Debt pursuant to clause (3)(Aa Guarantor) or (B) the Issuer or a Guarantor; (4) aboveto make capital expenditures or invest in Additional Assets; provided that, to the extent that any such Additional Assets are of a type or class that constitutes Collateral, such securities or other assets are added to the Collateral securing the Notes and the Note Guarantees, as applicable, in the manner and to the extent required by this Indenture or any of the Collateral Documents with the Lien on such Collateral securing the Notes and the Note Guarantees, as applicable, being of the same priority with respect to the Notes and the Note Guarantees, as applicable, as the Lien on the assets disposed of in the Asset Disposition; or (5) any combination of the foregoing; provided that pending the final application of any such Net Available Cash in accordance with clause (1), (2), (3), (4) or (5) of this Section 4.16(b), the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness (including under a revolving Debt Facility) or otherwise invest such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced Net Available Cash in an amount equal to the principal amount so prepaid, repaid or purchasedany manner not prohibited by this Indenture; provided, further, however, that, that in the case of clause (3)(B4) aboveof this Section 4.16(b), a binding commitment to invest in Additional Assets shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitmentAcceptable Commitment”); provided) and such Net Available Cash is actually applied in such manner within the later of 365 days from the consummation of the Asset Disposition and 180 days from the date of the Acceptable Commitment, furtherand in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination and such Net Available Cash is actually applied in such manner within 180 days from the date of the Second Commitment, it being understood that if any acceptable commitment a Second Commitment is later canceled cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause constitute Excess Proceeds. (4c) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Any Net Available Cash from all Asset Dispositions subject to the preceding paragraph which that is not applied or invested as provided in accordance with Section 4.16(b) shall be deemed to constitute “Excess Proceeds.” On the preceding paragraph 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $100.0 40.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed Issuer will be required to be cash or cash equivalents: make an offer (1an “Asset Disposition Offer”) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from to all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset DispositionHolders and, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received required by the Company or terms of any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes outstanding First Lien Indebtedness (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (orand, in the event case of Asset Dispositions of assets that are not Collateral, the terms of any outstanding Senior Pari Passu Indebtedness), to all holders of such other First-Priority Stock Secured Debt was issued with significant original issue discountFirst Lien Indebtedness (and, in the case of Asset Dispositions of assets that are not Collateral, the holders of such Senior Pari Passu Indebtedness), to purchase the maximum aggregate principal amount of Notes and any such First Lien Indebtedness (or such Senior Pari Passu Indebtedness, as the case may be) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the accreted value principal amount thereof), without premium, plus accrued but and unpaid interest and Special Interestinterest, if any any, to, but excluding, the date of purchase (or, in respect subject to the right of such other First-Priority Stock Secured Debt, such other price, not Holders of record on a Record Date to exceed 100%, as may be provided for by receive interest due on the terms of such other First-Priority Stock Secured DebtAsset Disposition Purchase Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains 3.10 or the agreements governing the First Lien Indebtedness (or the Senior Pari Passu Indebtedness), as applicable, in the case of the Notes in integral multiples of €1,000; provided that if, following repurchase of a balance portion of Net Available Cash a Note, the remaining principal amount of such Note outstanding immediately after purchasing all securities tenderedsuch repurchase would be less than €100,000, then the portion of such balance Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is €100,000. The Issuer shall commence an Asset Disposition Offer with respect to Excess Proceeds by mailing (or otherwise communicating in accordance with the Applicable Procedures) the notice required by Section 3.10, with a copy to the Trustee. (d) To the extent that the aggregate amount of Notes and First Lien Indebtedness (and Senior Pari Passu Indebtedness, as applicable) validly tendered and not validly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer may be used use any remaining Excess Proceeds to reduce Indebtedness and for other general corporate purposes, subject to other covenants contained in any manner not prohibited by the this Indenture. If the aggregate purchase price principal amount of the securities Notes and First Lien Indebtedness (and Senior Pari Passu Indebtedness, as applicable) validly tendered and not validly withdrawn pursuant to an Asset Disposition Offer exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company will Trustee shall select the securities Notes and such First Lien Indebtedness (and such Senior Pari Passu Indebtedness, as applicable) to be purchased on a pro rata basis but in round denominations, which in on the case basis of the Notes will be denominations of $2,000 aggregate accreted value or principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase tendered Notes and First Lien Indebtedness (and other First-Priority Stock Secured DebtSenior Pari Passu Indebtedness, as applicable) (provided that the selection of such First Lien Indebtedness and Senior Pari Passu Indebtedness shall be made pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes terms of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset DispositionFirst Lien Indebtedness and Senior Pari Passu Indebtedness, as applicable). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not Excess Proceeds shall be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliancereset at zero.

Asset Dispositions. The Company will not, and will not permit If the Borrower or any of its Subsidiaries tosells or otherwise disposes of any assets (other than the sale of inventory and motor vehicles in the ordinary course of the Borrower’s business, directly sales of assets between Credit Parties and the sale or indirectlydisposition of obsolete or worn-out equipment), consummate or if any Asset Disposition unless: Collateral or other assets of the Borrower or its Subsidiaries is taken by condemnation or other governmental taking, then in each case the Borrower shall pay to the Administrative Agent for the account of the Lenders and the lenders under the 5-Year Credit Agreement, as a mandatory prepayment of the Loans and the loans under the 5-Year Credit Agreement (1in the manner set forth in clause (v) the Company or such Subsidiary receives consideration at the time of such Asset Disposition at least below), a sum equal to the fair market value, as determined in good faith Applicable Prepayment Percentage of the net proceeds received by the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in such Asset Disposition by the Company Borrower or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company sale or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereofcondemnation; provided, however, that (i) the Borrower shall not be obligated to remit the first Applicable Retention Amount of any such proceeds received in connection with any prepaymentFiscal Year, repayment and (ii) the Borrower shall not be obligated to remit any such proceeds to the Administrative Agent if, prior to such sale or condemnation, the Borrower gives the Administrative Agent written notice that the Borrower intends to use such proceeds to purchase replacement assets of Debt a similar type within sixty (60) days thereafter (such notice to specify in reasonable detail the nature and specifics of such replacement purchase) and such proceeds are in fact used within such time period to purchase such replacement assets. As used herein, (A) “Applicable Prepayment Percentage” means (i) 100% until the Aggregate Combined Commitment shall have been reduced (other than pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if anyArticle VII) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million 325,000,000 and (which lesser amount ii) 50% thereafter and (B) “Applicable Retention Amount” means (i) $10,000,000 until the Aggregate Combined Commitment shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be have been reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any (other securities laws or regulations in connection with the repurchase of Notes than pursuant to this Section 4.6. To the extent that the provisions of any securities laws Article VII) to an amount equal to or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws less than $325,000,000 and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance(ii) $50,000,000 thereafter.

Asset Dispositions. The Company will not, and will not permit If Parent or any Subsidiary of its Subsidiaries to, directly Parent shall at any time or indirectly, consummate any Asset Disposition unlessfrom time to time: (1i) make a Disposition; or (ii) suffer an Event of Loss; and the Company aggregate amount of the Net Proceeds received by Borrower and its Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $1,000,000, then (A) Borrower shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by Borrower and/or such Subsidiary in respect thereof) and (B) promptly upon receipt by Borrower and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with subsection 1.8(g) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent Borrower or such Subsidiary receives consideration at (i) in the time case of a Disposition, reinvests the Net Proceeds of such Asset Disposition at least equal in productive assets (other than Inventory, except to the fair market value, as determined in good faith by extent Inventory is the Company, subject of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in such Asset Disposition by the Company a kind then used or such Subsidiary is usable in the form business of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company Borrower or such Subsidiary, as the case may be: within three hundred sixty five (A365) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of days after the date of such Asset Disposition or and (ii) in the receipt case of an Event of Loss, reinvests the Net Proceeds of such Net Available Cash; or Event of Loss in productive assets (B) other than Inventory, except to the extent Inventory is the Company electssubject of such Event of Loss) of a kind then used or usable in the business of Borrower or such Subsidiary, to acquire Additional Assets within one year from the later of three hundred sixty five (365) days after the date of such Asset Disposition Event of Loss (or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of this clause (3)(B) aboveii), enters into a binding commitment shall be treated as a permitted application of the to reinvest such Net Available Cash from the date of Proceeds within three hundred sixty five (365) days and actually makes such commitment so long as the Company reinvestment within four hundred fifty five (455) days (or such Subsidiary enters into such commitment with later date agreed to in writing by the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”Agent in its reasonable discretion); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of either a Disposition or Event of Loss the Notes will be denominations Borrower notifies Agent of $2,000 principal amount Borrower’s or any greater integral multiple such Subsidiary’s intent to reinvest and of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offerreinvestment at the time such proceeds are received and when such reinvestment occurs, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliancerespectively.

Asset Dispositions. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, further that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company ours or any Subsidiary and the release of the Company us or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company us or any Subsidiary from the transferee that are converted by the Company us or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance.

Asset Dispositions. The Company will notshall not make, and will shall not permit any of its Subsidiaries toRestricted Subsidiary to make, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company (or such Subsidiary Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market valuevalue of the shares or the assets disposed of, as determined in good faith by the Board of Directors, for any transaction (or series of transactions) involving in excess of $10 million and not involving the sale of equipment or other assets specifically contemplated by the Company, ’s capital expenditure budget previously approved by the Board of the shares and assets subject to such Asset Disposition; Directors; (2ii) at least 75% (or any lesser amount as provided below) of the consideration received by the Company (or such Restricted Subsidiary) consists of (A) cash or readily marketable cash equivalents, (B) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other liabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of such Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary is in into cash or Cash Equivalents (to the form extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), or cash equivalents; (3F) an amount equal to any combination thereof; and (iii) 100% of the Net Available Cash Proceeds from such Asset Disposition is (including from the sale of any marketable cash equivalents received therein) are applied by the Company or such Subsidiary, a Restricted Subsidiary as the case may be: follows: (A) to the extent the Company elects (or is required by the terms of any Debt)first, to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashProceeds, to repayment of Debt of the Company or its Restricted Subsidiaries then outstanding under the Credit Facility which would require such application or which would prohibit payments pursuant to clause (B); or (B) second, to the extent Net Available Proceeds are not required to be applied as specified in clause (A), to purchases of outstanding Notes and other Debt of the Company electsthat ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase (to the extent such an offer is not prohibited by the terms of the Credit Facility then in effect) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to acquire Additional Assets the extent of any remaining Net Available Proceeds following completion of such Offer to Purchase, to any other use as determined by the Company which is not otherwise prohibited by this Eighteenth Supplemental Indenture, and provided further that the 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company’s Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds (“Reinvested Amounts”) are invested or committed to be invested within one year from the later of the date of such the related Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application Proceeds in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, assets that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes business of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in as such business is conducted prior to such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant (determined by the Board of Directors in good faith) or (ii) to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), extent the Company will purchase Notes tendered pursuant elects to an Asset Disposition Offer by the Company for redeem the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted Proceeds pursuant to their purchaseany of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to purchase Notes (and other First-Priority Stock Secured Debt) Purchase pursuant to this Section 4.6 if subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the “Offer Document”) by the Company, by first class mail, to Holders of the Notes within 30 days after the date which is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or the receipt of the Net Available Cash available therefor is less than $100.0 million (which lesser Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to equal the Net Available Cash from any subsequent Asset DispositionProceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Upon completion Each Holder shall be entitled to tender all or any portion of the Notes owned by such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, Holder pursuant to the extent applicableOffer to Purchase, with subject to the requirements requirement that any portion of Section 14(e) a Note tendered must be tendered in an integral multiple of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance$1,000 principal amount.

Asset Dispositions. (a) The Company will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries as a whole shall be governed by the provisions of Article 6 and not by the provisions of this Section 5.05) unless: : (1i) the Company or such Subsidiary receives consideration at the time of such Asset Disposition received is at least equal to the fair market valuevalue of such assets (except as the result of (x) any foreclosure or sale by the lenders under the Credit Agreement or (y) Net Proceeds received from an insurer or a Governmental Authority, as determined the case may be, in good faith by the Companyevent of loss, damage, destruction or condemnation); and (ii) in the case of the shares and assets subject to such Asset Disposition; (2) Dispositions that are not Permitted Asset Swaps, at least 75% of the consideration thereof received in such Asset Disposition by the Company or such Restricted Subsidiary is in the form of cash and Cash Equivalents; provided, however, that for purposes of this Section 5.05(a), the following are deemed to be cash: (x) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary that are assumed by the transferee of any such assets pursuant to any arrangement releasing the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash equivalents;or Cash Equivalents within 90 days after the Asset Disposition (to the extent of the cash received). (3b) Within 365 days after the receipt of any Net Proceeds from an Asset Disposition, the Company or the Restricted Subsidiary making such Asset Disposition, as the case may be, may, at its option, apply such Net Proceeds (i) to permanently reduce Indebtedness Incurred by the Company under the Credit Agreement or any Indebtedness of the Restricted Subsidiaries of the Company which are not Guarantors, or to purchase the Notes (with the consent of the Holders thereof to the extent required) or Indebtedness ranking pari passu with the Notes (and to correspondingly reduce commitments with respect thereto, to the extent applicable) or (ii) to the acquisition of a controlling interest in another business, the making of Capital Expenditures or the investment in or acquisition of other long-term assets, in each case, in the same or a similar line of business as the Company and its Subsidiaries engaged in at the time such assets were sold or in a business reasonably related, complementing or ancillary thereto or a reasonable expansion thereof. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Dispositions that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Company shall make an offer (an “Asset Sale Offer”) pursuant to Section 4.10 to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiaryoutstanding principal amount thereof, as the case may be: (A) plus accrued and unpaid interest thereon to the extent date of purchase, in accordance with the procedures set forth in Section 4.10; provided, however, that if the Company elects (or is required by the terms of any Debtother Indebtedness (other than Subordinated Indebtedness or Disqualified Capital Stock) of the Company), such Asset Sale Offer may be made ratably to prepay, repay, redeem purchase the Notes and other Indebtedness (other than Subordinated Indebtedness or purchase Senior Debt Disqualified Capital Stock) of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)Company. Upon completion of such an Asset Disposition Offeroffer to purchase, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. Excess Proceeds shall be reset at zero. (c) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6provision. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 provision by virtue of such compliancethereof.

Asset Dispositions. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectlyDispose of any Property, consummate any Asset Disposition unlessexcept: (1a) so long as the Collateral Trigger Event has not occurred on or prior to the date of such Disposition, Dispositions of Surplus Inventory; provided that the Net Cash Proceeds received therefrom (if any) shall result in a reduction of the Commitments to the extent (if any) required by Section 2.08(d); CREDIT AGREEMENT (b) Dispositions of Hydrocarbons and seismic data in the ordinary course of business and consistent with past practices; (c) any Disposition of Property resulting from a Casualty Event; provided that the Net Cash Proceeds received therefrom (if any) shall result in a reduction of the Commitments to the extent (if any) required by Section 2.08(d); (d) Dispositions of accounts receivable in connection with the collection or compromise thereof (other than in connection with any financing transaction); (e) so long as the Collateral Trigger Event has not occurred on or prior to the date of such Disposition, Dispositions constituting a trade or exchange of by the Company or any Subsidiary of Oil and Gas Properties to any Person (other than the Company or any Affiliate thereof) in exchange for Oil and Gas Properties owned by such Subsidiary receives consideration at other Person; provided that (i) both before and immediately after giving effect to such Disposition, no Default has occurred and is continuing or would result therefrom, (ii) after giving to such Disposition, the time Company shall be in pro forma compliance with each of the Financial Covenants, (iii) any Net Cash Proceeds received in respect of such Asset Disposition at least shall result in a reduction of the Commitments to the extent (if any) required by Section 2.08(d), (iv) the consideration received by the Company or its applicable Subsidiary in respect of such Disposition shall be equal to or greater than the fair market valuevalue of the assets that are subject to such Disposition and (v) the Administrative Agent shall have received, at least three Business Days prior to the consummation of such Disposition (or such shorter period as determined in good faith by to which the Administrative Agent may agree), a certificate of a Financial Officer of the Company, of in form and substance satisfactory to the shares and assets subject Administrative Agent, certifying as to such Asset Dispositionthe matters set forth in this clause (e); (2f) so long as the Collateral Trigger Event has not occurred on or prior to the date of such Disposition and such Disposition would not result in a violation of the limitations and agreements set forth in Section 6.04, additional Dispositions to any Person (other than the Company or any Affiliate thereof); provided that (i) both before and immediately after giving effect to such Disposition, no Default has occurred and is continuing or would result therefrom, (ii) after giving to such Disposition, the Company shall be pro forma compliance with each of the Financial Covenants, (iii) at least 75% of the consideration received in respect of such Asset Disposition by the Company or such Subsidiary is shall be in the form of cash or cash equivalents; cash, (3iv) an amount equal to 100% the Net Cash Proceeds received in respect of such Disposition shall result in a reduction of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) Commitments to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to required by Section 2.08(d), (v) the consideration received in respect of such Disposition shall be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with greater than the fair market value of each item the assets subject to such Disposition and (vi) the Administrative Agent shall have received, at least three Business Days prior to the consummation of Designated Non-Cash Consideration being measured such Disposition (or such shorter period as to which the Administrative Agent may agree), a certificate of a Financial Officer of the Company, in form and substance satisfactory to the Administrative Agent, certifying as to the matters set forth in this clause (f); and CREDIT AGREEMENT (g) other Dispositions for fair market value in an aggregate amount since the Availability Date not to exceed $25,000,000 (determined at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and any such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance.

Asset Dispositions. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, to consummate any an Asset Disposition unless: (1) the Company or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, as Fair Market Value (such Fair Market Value to be determined in good faith by on the Company, date of contractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition;; and cash: (2) at least 75% of the consideration received in from such Asset Disposition received by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Restricted Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, is in the case form of cash or Cash Equivalents. For the purposes of clause (3)(B2) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated above and for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any no other manner not prohibited by the Indenture. For purposes of this Section 4.6purpose, the following are will be deemed to be cash or cash equivalents:be (1i) any liabilities (as shown on the assumption Company’s or discharge of Debt or other liabilities such Restricted Subsidiary’s most recent balance sheet) of the Company or any Subsidiary of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and the release of from which the Company or and all such Subsidiary from Restricted Subsidiaries have been validly released by all liability on such Debt or other liability creditors in connection with such Asset Dispositionwriting; (2ii) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash cash Consideration received pursuant to this proviso clause (ii) that is at that time outstanding, not to exceed 5the greater of (x) US$50.0 million and (y) 1.50% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes ); (and iii) any securities, notes or other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer obligations received by the Company for or any of its Restricted Subsidiaries from the Notes transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in to the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% extent of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by cash or Cash Equivalents received) within 180 days following the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount closing of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance.Disposition;

Asset Dispositions. The Company will not, and Credit Parties will not permit any of its Subsidiaries to, directly or indirectly, consummate Consolidated Party to make any Asset Disposition unless: (1) the Company or such Subsidiary receives consideration at the time of such other than an Excluded Asset Disposition at least equal and dispositions pursuant to the fair market value, any casualty or condemnation event (so long as determined in good faith by the Company, of the shares and assets subject clause (e) below is satisfied with respect to such Asset Disposition; event), unless (2a) at least 75% of the consideration paid in connection therewith shall consist of cash or Cash Equivalents, (b) such transaction does not involve the sale or other disposition of a minority equity interest in any Consolidated Party, (c) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to or generated by other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (d) the aggregate tangible net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions after the Closing Date shall not exceed the greater of $35,000,000 and 10% of Consolidated EBITDA for the four fiscal‑quarter period ending as of the most recent fiscal quarter end with respect to which the Administrative Agent has received in the Required Financial Information, and (e) the Credit Parties shall, within the period of 360 days following the consummation of such Asset Disposition by (with respect to any such Asset Disposition, the Company “Application Period”), apply (or such Subsidiary is in the form of cash or cash equivalents; (3cause to be applied) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date Proceeds of such Asset Disposition to (i) make Eligible Reinvestments or (ii) prepay the receipt of such Net Available Cash; or Loans (Band Cash Collateralize the LOC Obligations) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders terms of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted 3.3(b)(iii). Pending final application of the Net Available Cash from the date Proceeds of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash Asset Disposition in accordance with the preceding paragraph except terms of Section 3.3(b)(iii), the Consolidated Parties may apply such Net Cash Proceeds to temporarily reduce the Revolving Loans or to make Investments in Cash Equivalents. Upon a sale of assets or the sale of Capital Stock of a Consolidated Party permitted by this Section 8.5, the Administrative Agent shall (to the extent that the aggregate Net Available Cash from all Asset Dispositions subject applicable) deliver to the preceding paragraph which is not applied in accordance with Credit Parties, upon the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6Credit Parties’ request and at the Credit Parties’ expense, such Net Available Cash may be used documentation as is reasonably necessary to evidence the release of the Administrative Agent’s security interest, if any, in any other manner not prohibited by the Indenture. For purposes such assets or Capital Stock, including, without limitation, amendments or terminations of this Section 4.6UCC financing statements, if any, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge return of Debt or other liabilities of the Company or any Subsidiary stock certificates, if any, and the release of the Company or such Subsidiary Consolidated Party from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interestobligations, if any (orany, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by under the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such complianceCredit Documents.

Asset Dispositions. The Company will not, and will not permit If a Borrower or any of its Subsidiaries to, directly Guarantor shall at any time or indirectly, consummate any Asset Disposition unlessfrom time to time: (1i) the Company or such Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject to such Asset make a Disposition; (2) at least 75% of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (Bii) to suffer an Event of Loss; and, in each case, the extent the Company elects, to acquire Additional Assets within one year from the later aggregate amount of the date of Net Proceeds received by such Asset Disposition Borrower or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that Guarantor in connection with any prepaymentsuch Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the fiscal year exceeds the US Dollar Equivalent of $2,500,000, repayment then (A) the Borrower Representative shall promptly notify the Agent of such Disposition or purchase Event of Debt pursuant Loss (including the amount of the estimated Net Proceeds to clause be received by such Borrower or Guarantor in respect thereof) and (3)(AB) promptly upon receipt by such Borrower or (4) aboveGuarantor of the Net Proceeds of such Disposition or Event of Loss, the Company Borrowers shall deliver, or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal delivered, such Net Proceeds to the principal amount so prepaid, repaid or purchased; provided, further, however, thatAgent for distribution to the Lenders as a prepayment of the Loans owing, in the case of clause (3)(B) abovea Disposition or Event of Loss by a US Credit Party, by the US Borrowers, or, in the case of a binding commitment shall be treated as Disposition or Event of Loss by a permitted application of Foreign Credit Party, by the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); providedUK Borrower, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash which prepayment in either case shall be applied pursuant to clause (4in accordance with subsection 1.8(d) abovehereof. Notwithstanding the foregoing provisions and provided no Event of the preceding paragraph, the Company Default has occurred and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6continuing, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company prepayment shall not be required to make the extent a Borrower or a Subsidiary reinvests or enters into any binding commitment that would effect such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if a reinvestment of the Net Available Cash available therefor Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of a Borrower or such Guarantor, within one hundred eighty (180) days after the date of such Disposition or Event of Loss and in the case of a binding commitment, such funds are reinvested within ninety (90) days after the date such binding commitment is less than $100.0 million (which lesser amount entered into. Pending such reinvestment, the Net Proceeds shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect delivered to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition OfferAgent, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will complyfor distribution first, to the Swingline Lender as a prepayment of Swing Loans (to the extent applicableof Swing Loans outstanding), with the requirements of Section 14(e) but not as a permanent reduction of the Exchange Act Swingline Commitment) and any other securities laws or regulations in connection with thereafter to the repurchase Revolving Lenders, as a prepayment of Notes pursuant the Revolving Loans (to this Section 4.6. To the extent that of Revolving Loans then outstanding), but not as a permanent reduction of the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such complianceRevolving Loan Commitment.

Asset Dispositions. (a) The Company will Issuers may not, and will may not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: : (1i) the Company Globalstar, Globalstar Capital or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, value (including as determined in good faith by to the Company, value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; , as determined by the General Partners' Committee of Globalstar in good faith and evidenced by a resolution filed with the Trustee; (2ii) at least 7580% of the consideration thereof received in such Asset Disposition by the Company Globalstar, Globalstar Capital or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Restricted Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders consists of the Notes (and to holders of other First-Priority Stock Secured Debta) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment cash or purchase of Debt pursuant to clause (3)(A) Marketable Securities or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1b) the assumption or discharge of Debt (other than Subordinated Obligations) of Globalstar, Globalstar Capital or other liabilities of the Company or any such Restricted Subsidiary and the release of the Company or such Subsidiary Issuers and the Restricted Subsidiaries, as applicable, from all liability on such the Debt or other liability in connection with such Asset Disposition; assumed; and (2iii) securities or other obligations received by the Company or all Net Available Proceeds, less any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash amounts invested within 180 days of such disposition in assets that comply with 48 42 Section 4.12, are applied within 180 days of such disposition (A) first, to the Asset Dispositionpermanent repayment or reduction of Debt then outstanding under any Bank Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility would require such application or prohibit payments pursuant to the following clause (B), (B) second, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having remaining Net Available Proceeds, to make an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant Offer to this proviso that is Purchase outstanding Securities at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount plus accrued and unpaid interest and Liquidated Damages (orif any) to the date of purchase thereon and, in to the event such extent required by the terms thereof, any other First-Priority Stock Secured Debt was issued of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with significant original issue discount, the Securities at a price no greater than 100% of the accreted value thereof), without premium, principal amount thereof plus accrued but and unpaid interest to the date of purchase and Special Interest(C) third, if to the extent of any (orremaining Net Available Proceeds following the completion of the Offer to Purchase, in respect to the repayment of such other First-Priority Stock Secured DebtDebt of Globalstar or Debt of a Restricted Subsidiary, such other price, not to exceed 100%, as may be provided for by the extent permitted under the terms of such other First-Priority Stock Secured Debt), in accordance with thereof. To the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of extent any Net Available Cash Proceeds remain after purchasing all securities tenderedsuch uses, then Globalstar and the Restricted Subsidiaries may use such balance may be used in amounts for any manner purposes not prohibited by the this Indenture. If Notwithstanding the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchaseforegoing, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company these provisions shall not be required apply to make such an any Asset Disposition Offer to purchase Notes (and which constitutes a transfer, conveyance, sale, lease or other First-Priority Stock Secured Debt) disposition of all or substantially all of Globalstar's properties or assets pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million 5.01(a). (which lesser amount b) The Issuers shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.64.07. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.64.07, the Company will Issuers shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations under Section 3.3 hereof or this Section 4.6 4.07 by virtue of such compliancethereof.

Asset Dispositions. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly cause, make or indirectly, consummate suffer to exist any Asset Disposition unless: (1) the Company or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, Fair Market Value of the shares and assets subject to such Asset Disposition;; and (2) at least 75% of the consideration received in from such Asset Disposition received by the Company or such Subsidiary Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalentsCash Equivalents. For the purposes of clause (2) above and for no other purpose, the following will be deemed to be cash: (i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and from which the Company and all such Restricted Subsidiaries have been validly released by all creditors in writing; (3ii) an amount equal to 100% any Designated Non-cash Consideration received by the Company or any of the Net Available Cash from its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (ii) that is applied at that time outstanding, not to exceed the greater of (x) $30.0 million and (y) 5.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration; and (iii) any securities, notes or other obligations received by the Company or any of its Restricted Subsidiaries from the transferee that are converted by the Company or such Subsidiary, as the case may be: Restricted Subsidiary into cash or Cash Equivalents (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company cash or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its SubsidiariesCash Equivalents received) within one year 180 days following the closing of such Asset Disposition. With respect to any Asset Disposition, the determination of compliance with clauses (1) and (2) above may be made, at the Company’s option, on either (x) the date on which such Asset Disposition is completed or (y) the date on which a definitive agreement for such Asset Disposition is entered into. (3) Within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Restricted Subsidiary, as the case may be, may apply an amount equal to make 100% of the Net Available Cash from such Asset Disposition as follows: (A) to permanently reduce (and permanently reduce commitments with respect thereto) Secured Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Secured Indebtedness of a Restricted Subsidiary of the Company (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or a Restricted Subsidiary of the Company; (B) to permanently reduce obligations under other Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or other Indebtedness of a Restricted Subsidiary of the Company (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or an Affiliate of the Company; provided that the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07, through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in Section 3.10 and this Section 4.10 for an Asset Disposition Offer Offer) to the all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest on the amount of Notes that would otherwise be prepaid; (and to holders of other First-Priority Stock Secured DebtC) to purchase Notes invest in Additional Assets; or (and D) any combination of the foregoing; provided that pending the final application of any such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained Net Available Cash in this Section and Section 3.3 hereof; provided, however, that in connection accordance with any prepayment, repayment or purchase of Debt pursuant to clause (3)(AA), (B), (C) or (4D) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced Net Available Cash in an amount equal to the principal amount so prepaid, repaid or purchasedany manner not prohibited by this Indenture; provided, further, however, that, that in the case of clause (3)(B3)(C) above, a binding commitment to invest in Additional Assets shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will shall be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitmentAcceptable Commitment”)) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, furtherhowever, that if any acceptable commitment a Second Commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause constitute Excess Proceeds. (4b) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Any Net Available Cash from all Asset Dispositions subject to the preceding paragraph which that is not applied or invested as provided in accordance with Section 4.10(a) shall be deemed to constitute “Excess Proceeds.” On the preceding paragraph 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $100.0 30.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed Company shall make an offer (“Asset Disposition Offer”) to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset DispositionHolders and, to the extent required by the terms of outstanding Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant amount equal to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value principal amount thereof), without premium, plus accrued but and unpaid interest and Special Interestinterest, if any any, to the date of purchase (or, in respect subject to the right of such other First-Priority Stock Secured Debt, such other price, not Holders of record on the relevant Record Date to exceed 100%, as may be provided for by receive interest due on the terms of such other First-Priority Stock Secured Debtrelevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered3.10 and the agreements governing the Pari Passu Indebtedness, then such balance may be used as applicable, in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but each case in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater and larger integral multiple multiples of $1,000 in excess thereof. The Company shall not be required to make such commence an Asset Disposition Offer with respect to purchase Excess Proceeds by mailing (or otherwise communicating in accordance with the procedures of DTC) the notice required by Section 3.10, with a copy to the Trustee. To the extent that the aggregate amount of Notes (and other First-Priority Stock Secured Debt) Pari Passu Indebtedness validly tendered and not validly withdrawn pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the Net Available Cash from any subsequent Asset Disposition)aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate accreted value or principal amount of tendered Notes and Pari Passu Indebtedness. Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by regardless of the aggregate amount of Excess Proceeds used to purchase Notes pursuant to such Asset Disposition Offer. , the amount of Excess Proceeds shall be reset at zero. (c) The Company will complyshall comply with all applicable securities laws and regulations, to the extent applicableincluding, with without limitation, Canadian Securities Legislation and the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes pursuant to this Section 4.6an Asset Disposition Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under Section 3.3 hereof or described in this Section 4.6 Indenture by virtue of such complianceany conflict.

Asset Dispositions. (a) The Company will shall not, and will shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition in one or more related transactions unless: : (1i) the Company or such Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, receives consideration for such disposition at least equal to the fair market value for the assets sold or disposed of as determined by the Board of Directors of the Company in good faith and evidenced by a resolution of the Board of Directors filed with the Trustee; and (ii) all Net Available Proceeds, less any amounts invested within 365 days of such disposition in assets of the Company or any Subsidiary thereof used in a Permitted Business (including Capital Stock of an entity which is engaged in a Permitted Business), are applied within 365 days of such disposition to the permanent repayment or reduction of outstanding Debt that is pari passu with the Notes, or any outstanding Debt of any Subsidiary of the Company, the terms of which would require such application or prohibit payments as required by this Section 1018. The amount of Net Available Proceeds from any Asset Disposition less any amounts used in a Permitted Business or applied to reduce Debt during the 365 day period set forth in the preceding sentence constitutes "Excess Proceeds." Excess Proceeds will be segregated not later than 365 days after such disposition from the other assets of the Company and its Subsidiaries and invested in cash or Cash Equivalents until such time as such Excess Proceeds are applied as specified in Section 1018(b). Any Asset Disposition resulting from a condemnation of a property by a court or governmental agency having jurisdiction over such property shall not be required to comply with clause (i) of the first sentence of this Section 1018, but shall otherwise be subject to all requirements of this covenant. (b) When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company will, within 30 days thereof, apply such aggregate Excess Proceeds (1) first, to make an Asset Disposition Offer to Purchase Outstanding Securities of each series entitled to the Holders benefit of this Section 1018 at 100% of their principal amount plus accrued interest to the date of purchase and, to the extent required by the terms thereof, any other Debt of the Notes Company that is pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued interest to the date of purchase, (and 2) second, to holders the extent of any remaining Excess Proceeds following the completion of the Offer to Purchase, to the repayment of other First-Priority Stock Secured DebtDebt of the Company that is pari passu with the Securities, or any Debt of any Subsidiary of the Company, to the extent permitted under the terms thereof and (3) third, to purchase Notes (and such the extent of any remaining Excess Proceeds, to any other First-Priority Stock Secured Debt) use as determined by the Company which is not otherwise prohibited by the terms of this Indenture. Upon the completion of an Offer to Purchase pursuant to and this paragraph, the amount of Excess Proceeds shall be reset to zero. (c) The Company will mail the Offer for an Offer to Purchase required pursuant to Section 1018(a) not more than 30 days after such Excess Proceeds exceed $10,000,000. The aggregate principal amount of the Securities of all series entitled to the benefit of this Section 1018 to be offered to be purchased pursuant to the Offer to Purchase shall equal the Excess Proceeds available therefor pursuant to Section 1018(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or any portion of the Securities of each series entitled to the benefit of this Section 1018 owned by such Holder pursuant to the Offer to Purchase, subject to the conditions contained requirement that any portion of a Security tendered must be tendered in an integral multiple of $1,000 principal amount. The Company shall not be entitled to any credit against its obligations under this Section and Section 3.3 hereof; provided, however, that in connection with 1018 for the principal amount of any prepayment, repayment or purchase of Debt Securities acquired by the Company otherwise than pursuant to clause the Offer to Purchase pursuant to this Section 1018. (3)(Ad) or (4) aboveNot later than the date of the Offer with respect to an Offer to Purchase pursuant to this Section 1018, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the Purchase Amount, (ii) the allocation of the Net Available Proceeds from the Asset Disposition pursuant to which such Offer is being made, including, if amounts are invested in assets that will be used in a Permitted Business, the actual assets acquired and a statement that such assets are being used in a Permitted Business and (iii) the compliance of such allocation with the provisions of this Section 1018. The Company and the Trustee shall perform their respective obligations specified in the Offer for the Offer to Purchase. On or such Subsidiary prior to the Purchase Date, the Company shall permanently retire such Debt (i) accept for payment (on a pro rata basis, if necessary) Securities or portions thereof tendered pursuant to the Offer, (ii) deposit with the paying agent (or, if the Company is acting as its own paying agent, segregate and shall hold in trust as provided in Section 1003) money sufficient to pay the purchase price of all Securities or portions thereof so accepted and (iii) deliver or cause the related loan commitment (if any) to be permanently reduced delivered to the Trustee all Securities so accepted together with an Officers' Certificate setting forth the Securities or portions thereof accepted for payment by the Company. The Paying Agent (or the Company, if so acting) shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount so prepaid, repaid or purchased; provided, further, however, that, in to any unpurchased portion of the case of clause (3)(B) above, a binding commitment Security tendered. Any Security not accepted for payment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company promptly mailed or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received delivered by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess Holder thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if publicly announce the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) results of the Exchange Act and any other securities laws Offer on or regulations in connection with as soon as practicable after the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliancePurchase Date.

Asset Dispositions. The Company Each of the Parent and the Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, consummate make or agree to make any Asset Disposition unlessexcept for: (1i) the Company sale or such Subsidiary receives consideration at other disposition of inventory and Cash Equivalents in the time ordinary course of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject to such Asset Dispositionbusiness; (2ii) at least 75% the sale, exchange or other disposition in the ordinary course of business of equipment or other capital assets no longer used or useful in the business of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalentsBorrower and its Subsidiaries; (3iii) an amount equal the sale or other disposition of assets pursuant to 100% any Casualty Event, provided any Net Cash Proceeds therefrom are be reinvested or applied to the prepayment of the Net Available Cash from such Asset Disposition is applied Loans in accordance with the provisions of Section 2.6(e); (iv) the sale, lease, transfer or other disposition of assets by the Company Borrower or such Subsidiary, as any Subsidiary of the case may be: (A) Borrower to the extent the Company elects Borrower or to a Subsidiary Guarantor (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Subsidiary Guarantor (to another Subsidiary that is not a Subsidiary Guarantor), in each case other than Debt owed to the Company so long as no Event of Default shall have occurred and be continuing or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cashwould result therefrom; and (4v) the sale or other disposition of assets (other than the Capital Stock of Subsidiaries) outside the ordinary course of business for fair value and for consideration at least 66-2/3% of which consists of cash or Cash Equivalents, provided that (x) the aggregate amount of Net Cash Proceeds from all such sales or dispositions that are consummated during any fiscal year shall not exceed $5,000,000, (y) such Net Cash Proceeds shall, to the extent required hereunder, be reinvested or applied to the prepayment of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash Loans in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application provisions of Net Available Cash pursuant to this Section 4.62.6(f), such Net Available Cash may and (z) no Default or Event of Default shall have occurred and be used in any other manner not prohibited by the Indenturecontinuing or would result therefrom. For purposes of this Section 4.68.4, the following are shall be deemed to be cash or cash equivalents: cash: (1a) the assumption or discharge of Debt or other any liabilities of the Company Borrower or any Subsidiary Guarantor with respect to, and the release of the Company Borrower or such Subsidiary Guarantor from all liability on in respect of, any Indebtedness of the Borrower or the Subsidiaries permitted hereunder (in the amount of such Debt or other liability in connection with Indebtedness) that is due and payable within one year of the consummation of such Asset Disposition; disposition and (2b) securities or other obligations received by the Company Borrower or any Subsidiary Guarantor from the transferee that are immediately convertible into cash without breach of their terms or the agreement pursuant to which they were purchased and that are promptly converted by the Company Borrower or such Subsidiary Guarantor into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliancecash.

Asset Dispositions. The Company will notshall not make, and will shall not permit any of its Subsidiaries toRestricted Subsidiary to make, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company (or such Subsidiary Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market valuevalue of the shares or the assets disposed of, as determined in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and not involving the sale of equipment or other assets specifically contemplated by the Company, ’s capital expenditure budget previously approved by the Board of the shares and assets subject to such Asset Disposition; Directors; (2ii) at least 75% (or any lesser amount as provided below) of the consideration received by the Company (or such Restricted Subsidiary) consists of (A) cash or readily marketable cash equivalents, (B) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other liabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of such Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary is in into cash or Cash Equivalents (to the form extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), or cash equivalents; (3F) an amount equal to any combination thereof; and (iii) 100% of the Net Available Cash Proceeds from such Asset Disposition is (including from the sale of any marketable cash equivalents received therein) are applied by the Company or such Subsidiary, a Restricted Subsidiary as the case may be: follows: (A) to the extent the Company elects (or is required by the terms of any Debt)first, to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashProceeds, to repayment of Debt of the Company or its Restricted Subsidiaries then outstanding under the Credit Facility which would require such application or which would prohibit payments pursuant to clause (B); or (B) second, to the extent Net Available Proceeds are not required to be applied as specified in clause (A), to purchases of outstanding Notes and other Debt of the Company electsthat ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase (to the extent such an offer is not prohibited by the terms of the Credit Facility then in effect) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to acquire Additional Assets the extent of any remaining Net Available Proceeds following completion of such Offer to Purchase, to any other use as determined by the Company which is not otherwise prohibited by this Sixteenth Supplemental Indenture and provided further that the 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company’s Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds (“Reinvested Amounts”) are invested or committed to be invested within one year from the later of the date of such the related Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application Proceeds in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, assets that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes business of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in as such business is conducted prior to such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant (determined by the Board of Directors in good faith) or (ii) to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), extent the Company will purchase Notes tendered pursuant elects to an Asset Disposition Offer by the Company for redeem the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted Proceeds pursuant to their purchaseany of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to purchase Notes (and other First-Priority Stock Secured Debt) Purchase pursuant to this Section 4.6 if subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the “Offer Document”) by the Company, by first class mail, to Holders of the Notes within 30 days after the date which is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or the receipt of the Net Available Cash available therefor is less than $100.0 million (which lesser Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to equal the Net Available Cash from any subsequent Asset DispositionProceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Upon completion Each Holder shall be entitled to tender all or any portion of the Notes owned by such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, Holder pursuant to the extent applicableOffer to Purchase, with subject to the requirements requirement that any portion of Section 14(e) a Note tendered must be tendered in an integral multiple of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance$1,000 principal amount.

Asset Dispositions. The Company None of the Consolidated Parties will not, and will not permit make any of its Subsidiaries to, directly or indirectly, consummate any ------------------ Asset Disposition unless(other than a Casualty or Condemnation); provided that the -------- foregoing provisions of this Section 7.5 shall not prohibit the following: (1a) the Company sale, conveyance or such Subsidiary receives consideration at the time other contribution of such Asset Disposition at least equal to the fair market value, as determined in good faith applicable transferred assets by the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company Borrower or any of its Subsidiaries as part of any Permitted Receivables Securitization; (b) any Asset Disposition by any Consolidated Party to the Borrower or any of the Subsidiary Guarantors if (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.12 after giving effect to such Asset Disposition having and (ii) after giving effect such Asset Disposition, no Default or Event of Default exists; (c) the sale of inventory in the ordinary course of business for fair value and on an aggregate fair market value, taken together with all other Designated Nonarms-length basis; (d) the liquidation or sale of Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at Equivalents for the time account of the receipt Borrower; (e) the sale, lease, transfer, assignment or other disposition of assets (other than in connection with any Casualty or Condemnation) of the Borrower or any of its Subsidiaries to any other Person, so long as (i) the Net Cash Proceeds from any such Designated Non-Cash Considerationindividual transaction or series of related transactions shall not exceed $1,000,000, with (ii) the fair market value of each item all property disposed of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer this clause (e) shall not exceed $5,000,000 in the aggregate in any fiscal year of the Borrower and (iii) such transaction is made for cash at no less than fair market value; (f) the disposition of machinery or equipment or other fixed assets of the Borrower or any of its Subsidiaries which will be replaced or upgraded with machinery or equipment put to a similar use and owned by such Person, provided that (i) such replacement or upgraded machinery and equipment or other fixed assets is acquired (or a firm order therefor is placed) within 180 days after such disposition, (ii) the book value of all property disposed of pursuant to this clause (f) does not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower and (iii) upon their acquisition, such replacement assets become subject to the Lien of the Agent in favor of the Lenders under the Collateral Documents; (g) the disposition of damaged, worn out or obsolete tangible assets in the ordinary course of business and in a commercially reasonable manner, so long as the fair market value of all property disposed of pursuant to this clause (g) does not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower; (h) any Sale and Leaseback Transaction permitted under Section 7.13; (i) any sale of assets not related to the core business of the Borrower conducted on the date hereof; provided, that, (i) such assets were -------- ---- acquired by the Company for Borrower pursuant to a Permitted Acquisition and (ii) the Notes (and aggregate proceeds of all such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, asset sales do not exceed $15,000,000 in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% any fiscal year of the accreted value thereof), without premium, plus accrued but unpaid interest Borrower; and (j) any other Asset Disposition; provided that (i) the consideration therewith is at least 75% cash or Cash Equivalents; (ii) if such transaction is a Sale and Special Interest, if any (or, in respect of such other First-Priority Stock Secured DebtLeaseback 81 Transaction, such other price, not to exceed 100%, as may be provided for transaction is permitted by the terms of Sections 7.1 and 7.13; (iii) such transaction does not involve the sale or other First-Priority Stock Secured Debt)disposition of a minority equity interest in any Consolidated Party; (iv) the aggregate net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions in reliance on this paragraph shall not exceed $10,000,000 in any fiscal year of the Borrower; and (v) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in accordance compliance with all of the procedures (including prorating in the event of oversubscription) financial covenants set forth in Section 3.3 hereof7.19. If there remains a balance Upon consummation of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited an Asset Sale permitted by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchasethis Section 7.5, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company Agent shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable) deliver to the Borrower, with upon the requirements of Section 14(e) Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Exchange Act Agent's security interest, if any, in the assets being disposed of, including amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions release of any securities laws or regulations conflict with Subsidiary being disposed of in its entirety from all of its obligations, if any, under the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such complianceCredit Documents.

Asset Dispositions. The Company None of the Group Companies will not, make any Asset Disposition; provided that: (i) the Borrower and will not permit its Restricted Subsidiaries may sell inventory in the ordinary course of business for fair value and on an arms’-length basis; (ii) the Borrower or any of its Restricted Subsidiaries to, directly or indirectly, consummate may make any Asset Disposition unless: to the Borrower or any of the Subsidiary Guarantors if (1A) the Company Loan Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent or such Subsidiary receives consideration at the time Collateral Agent may request so as to cause the Loan Parties to be in compliance with the terms of Section 6.12 after giving effect to such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject (B) after giving effect to such Asset Disposition, no Default or Event of Default exists; (2iii) at least 75% of the consideration received in such Asset Disposition by the Company Borrower and its Restricted Subsidiaries may liquidate or such Subsidiary is in the form of cash or cash equivalentssell Cash Equivalents; (3iv) an amount equal to 100% the Borrower or any of the Net Available Cash from such Asset Disposition is applied by the Company its Restricted Subsidiaries may sell, lease, transfer, assign or such Subsidiary, as the case may be: otherwise dispose of assets (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment Casualty or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if anyCondemnation) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except other Person to the extent that the aggregate Net Available Cash Proceeds from such sale, lease, transfer, assignment or other disposition, when combined with all Asset Dispositions subject other such dispositions previously made (a) during any fiscal year, does not exceed $2,000,000 in the aggregate and (b) from and after the Closing Date does not exceed $7,500,000 in the aggregate; (v) any Wholly-Owned Domestic Restricted Subsidiary of the Borrower may sell, lease or otherwise transfer all or substantially all of its assets to the preceding paragraph which is not applied in accordance with Borrower, so long as the preceding paragraph exceeds $100.0 million. Pending application security interests granted to the Collateral Agent for the benefit of Net Available Cash the Finance Parties pursuant to the Collateral Documents in such assets shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other transfer); (vi) any Wholly-Owned Domestic Restricted Subsidiary of the Borrower may sell, lease or otherwise transfer all or substantially all of its assets to any other Wholly-Owned Domestic Restricted Subsidiary of the Borrower, so long as the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in such assets shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other transfer); (vii) any Foreign Subsidiary of the Borrower may sell, lease or otherwise transfer all or substantially all of its assets to the Borrower or any Wholly-Owned Restricted Subsidiary of the Borrower; and (viii) the Borrower or any of its Restricted Subsidiaries may make any other Asset Disposition; provided that (A) the consideration therefor is cash or Cash Equivalents; (B) such transaction does not involve the sale or other disposition of a minority Equity Interest in any Group Company; and (C) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction. Upon consummation of an Asset Disposition permitted under this Section 4.67.05, the Administrative Agent shall (or shall cause the Collateral Agent to) (to the extent applicable) deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such Net Available Cash may be used documentation as is reasonably necessary to evidence the release of the Collateral Agent’s security interests, if any, in any other manner not prohibited by the Indenture. For purposes assets being disposed of, including amendments or terminations of this Section 4.6Uniform Commercial Code Financing Statements, if any, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge return of Debt or other liabilities of the Company or any Subsidiary stock certificates, if any, and the release of the Company or such any Subsidiary being disposed of in its entirety from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interestobligations, if any (orany, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by under the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such complianceSenior Finance Documents.

Asset Dispositions. The Company will Borrower shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: unless (1i) the Company Borrower or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market valuevalue (including as to the value of all non-cash consideration), as determined in good faith by the CompanyBoard of Directors of the Borrower, of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 7585% of the consideration thereof received in such Asset Disposition by the Company Borrower or such Restricted Subsidiary is in the form of cash or cash equivalents; equivalents and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company Borrower (or such Restricted Subsidiary, as the case may be: ) either (Ax) to the extent the Company elects for working capital purposes or (or is required by the terms of any Debt), y) to prepay, repay, redeem or purchase purchase, on a ratable basis, Senior Debt Indebtedness of the Company Borrower or any Indebtedness of a Guarantor or Debt of a Subsidiary that is not a Guarantor Restricted Subsidiary, as the case may be (in each case other than Debt in either case Indebtedness owed to the Company Borrower or one an Affiliate of its Subsidiaries) the Borrower), provided that the Borrower may prepay, repay, redeem or purchase any Senior Indebtedness owed to the Borrower's warehouse lenders without such ratable payments to the holders of any other Senior Indebtedness, in either case within one year 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt Indebtedness pursuant to clause (3)(A) or (4) abovethis Section, the Company Borrower or such Restricted Subsidiary shall permanently retire such Debt Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in and (iii) at the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date time of such commitment so long as the Company Asset Disposition no Default shall have occurred and be continuing (or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”would result therefrom); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraphthis Section 6.09, the Company Borrower and such the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with the preceding paragraph this Section except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is are not applied in accordance with the preceding this paragraph exceeds $100.0 10 million. Pending ; provided, however, pending application of Net Available Cash pursuant to this Section 4.66.09, such Net Available Cash may shall be used invested in any other manner not prohibited by the IndentureTemporary Cash Investments. For the purposes of this Section 4.66.09, the following are deemed to be cash or cash equivalents: : (1x) the assumption or discharge of Debt or other liabilities Indebtedness of the Company Borrower or any Subsidiary Restricted Subsidiary, and the release of the Company or such Subsidiary Borrower and its continuing Restricted Subsidiaries from all liability on such Debt or other liability Indebtedness, in connection with such Asset Disposition; Disposition and (2y) securities or other obligations received by the Company Borrower or any Restricted Subsidiary from the transferee that are promptly converted by the Company Borrower or such Restricted Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliancecash.

Asset Dispositions. The Company will notshall not make, and will shall not permit any of its Subsidiaries toRestricted Subsidiary to make, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company (or such Subsidiary Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market valuevalue of the shares or the assets disposed of, as determined in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and not involving the sale of equipment or other assets specifically contemplated by the Company, 's capital expenditure budget previously approved by the Board of the shares and assets subject to such Asset Disposition; Directors; (2ii) at least 75% (or any lesser amount as provided below) of the consideration received by the Company (or such Restricted Subsidiary) consists of (A) cash or readily marketable cash equivalents, (B) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other liabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of such Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary is in into cash or Cash Equivalents (to the form extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), or cash equivalents; (3F) an amount equal to any combination thereof; and (iii) 100% of the Net Available Cash Proceeds from such Asset Disposition is (including from the sale of any marketable cash equivalents received therein) are applied by the Company or such Subsidiary, a Restricted Subsidiary as the case may be: follows: (A) to the extent the Company elects (or is required by the terms of any Debt)first, to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashProceeds, to repayment of Debt of the Company or its Restricted Subsidiaries then outstanding under the Credit Facility which would require such application or which would prohibit payments pursuant to clause (B); or (B) second, to the extent Net Available Proceeds are not required to be applied as specified in clause (A), to purchases of outstanding Notes and other Debt of the Company electsthat ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase (to the extent such an offer is not prohibited by the terms of the Credit Facility then in effect) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to acquire Additional Assets the extent of any remaining Net Available Proceeds following completion of such Offer to Purchase, to any other use as determined by the Company which is not otherwise prohibited by this Fourteenth Supplemental Indenture and provided further that the 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of such the related Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application Proceeds in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, assets that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes business of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in as such business is conducted prior to such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant (determined by the Board of Directors in good faith) or (ii) to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), extent the Company will purchase Notes tendered pursuant elects to an Asset Disposition Offer by the Company for redeem the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted Proceeds pursuant to their purchaseany of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to purchase Notes (and other First-Priority Stock Secured Debt) Purchase pursuant to this Section 4.6 if subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or the receipt of the Net Available Cash available therefor is less than $100.0 million (which lesser Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to equal the Net Available Cash from any subsequent Asset DispositionProceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Upon completion Each Holder shall be entitled to tender all or any portion of the Notes owned by such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, Holder pursuant to the extent applicableOffer to Purchase, with subject to the requirements requirement that any portion of Section 14(e) a Note tendered must be tendered in an integral multiple of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance$1,000 principal amount.

Asset Dispositions. The Company will notshall not make, and will shall not permit any of its Subsidiaries toRestricted Subsidiary to make, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company (or such Subsidiary Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market valuevalue of the shares or the assets disposed of, as determined in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and not involving the sale of equipment or other assets specifically contemplated by the Company, 's capital expenditure budget previously approved by the Board of the shares and assets subject to such Asset Disposition; Directors; (2ii) at least 75% (or any lesser amount as provided below) of the consideration received by the Company (or such Restricted Subsidiary) consists of (A) cash or readily marketable cash equivalents, (B) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other liabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of such Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary is in into cash or Cash Equivalents (to the form extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), or cash equivalents; (3F) an amount equal to any combination thereof; and (iii) 100% of the Net Available Cash Proceeds from such Asset Disposition is (including from the sale of any marketable cash equivalents received therein) are applied by the Company or such Subsidiary, a Restricted Subsidiary as the case may be: follows: (A) to the extent the Company elects (or is required by the terms of any Debt)first, to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashProceeds, to repayment of Debt of the Company or its Restricted Subsidiaries then outstanding under the Credit Facility which would require such application or which would prohibit payments pursuant to clause (B); or (B) second, to the extent Net Available Proceeds are not required to be applied as specified in clause (A), to purchases of outstanding Notes and other Debt of the Company electsthat ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase (to the extent such an offer is not prohibited by the terms of the Credit Facility then in effect) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to acquire Additional Assets the extent of any remaining Net Available Proceeds following completion of such Offer to Purchase, to any other use as determined by the Company which is not otherwise prohibited by this Fifteenth Supplemental Indenture and provided further that the 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of such the related Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application Proceeds in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, assets that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes business of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in as such business is conducted prior to such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant (determined by the Board of Directors in good faith) or (ii) to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), extent the Company will purchase Notes tendered pursuant elects to an Asset Disposition Offer by the Company for redeem the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted Proceeds pursuant to their purchaseany of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to purchase Notes (and other First-Priority Stock Secured Debt) Purchase pursuant to this Section 4.6 if subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or the receipt of the Net Available Cash available therefor is less than $100.0 million (which lesser Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to equal the Net Available Cash from any subsequent Asset DispositionProceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Upon completion Each Holder shall be entitled to tender all or any portion of the Notes owned by such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, Holder pursuant to the extent applicableOffer to Purchase, with subject to the requirements requirement that any portion of Section 14(e) a Note tendered must be tendered in an integral multiple of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance$1,000 principal amount.

Asset Dispositions. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless: : (1) the Company or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, as Fair Market Value (such Fair Market Value to be determined in good faith by on the Company, date of contractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition; ; and (2) at least 75% of the consideration received in from such Asset Disposition received by the Company or such Subsidiary Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents;Cash Equivalents; provided that the requirement in this clause (2) shall not apply to (x) any Asset Swap or (y) the sale or issuance by a Foreign Subsidiary of Equity Interests in the ordinary course of business (whether or not consistent with past practice) to directors, employees, management, consultants or advisors of such Foreign Subsidiary in connection with agreements to compensate such persons approved by a majority of the disinterested members of the Board of Directors of such Foreign Subsidiary. For the purposes of clause (2) above and for no other purpose, the following shall be deemed to be cash: (1) any liabilities (as shown on the Company’s consolidated balance sheet, or if Incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Company’s consolidated balance sheet if such Incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined by (3b) Within 450 days from the receipt of such Net Available Cash, an amount equal to 100% of the Net Available Cash from such Asset Disposition is may be applied by the Company or any Restricted Subsidiary as follows: (1) to repay (and, in the case of revolving Indebtedness, permanently reduce commitments with respect thereto): (i) Secured Indebtedness of the Company or a Guarantor under a Debt Facility to the extent such SubsidiarySecured Indebtedness was Incurred under Section 4.09(b)(1)); (ii) Secured Indebtedness of the Company or a Guarantor (other than any Disqualified Stock, Subordinated Obligations or Guarantor Subordinated Obligations, as the case may be:) other than Indebtedness owed to the Company or an Affiliate of the Company; or (iii) Indebtedness of a Non-Guarantor Subsidiary (other than any Disqualified Stock), other than Indebtedness owed to the Company or an Affiliate of the Company; (2) to repay (and, in the case of revolving Indebtedness, permanently reduce commitments with respect thereto) other Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Guarantor (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or an Affiliate of the Company; provided that the Company shall equally and ratably reduce Obligations under the Notes, as provided in Section 3.07, through open market purchases at or above 100% of the principal amount thereof or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, in each case plus the amount of accrued but unpaid interest on the Notes that are purchased or redeemed; (3) to invest in Additional Assets; (4) to make capital expenditures in or that are useful in a Permitted Business; or (5) any combination of the foregoing; (Ac) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.16(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall be required to make an offer (an “Asset Disposition Offer”) to all Holders and, to the extent the Company elects (or is required by the terms of any Debt)outstanding Pari Passu Indebtedness, to prepayall holders of such Pari Passu Indebtedness, repay, redeem or to purchase Senior Debt the maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness that may be purchased out of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (Excess Proceeds, at an offer price in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced cash in an amount equal to 100% of the principal amount so prepaidthereof, repaid plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest due on the Asset Disposition Purchase Date) in accordance with the procedures set forth in this Indenture or purchased; providedthe agreements governing the Pari Passu Indebtedness, further, however, thatas applicable, in the case of clause (3)(B) abovethe Notes in integral multiples of $1,000; provided that if, following repurchase of a binding commitment portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be treated as a permitted application of reduced so that the Net Available Cash from the date remaining principal amount of such commitment so long as the Note outstanding immediately after such repurchase is $2,000. The Company shall commence an Asset Disposition Offer with respect to Excess Proceeds by mailing (or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash otherwise communicating in accordance with the preceding paragraph except applicable procedures of DTC) the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. To the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase amount of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes Pari Passu Indebtedness validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer by is less than the Excess Proceeds, the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if may use any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used remaining Excess Proceeds in any manner not otherwise prohibited by the this Indenture. If the aggregate purchase price principal amount of the securities Notes and Pari Passu Indebtedness validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company will Trustee shall select the securities Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis but in round denominations, which in on the case basis of the Notes will be denominations of $2,000 aggregate accreted value or principal amount or any greater integral multiple of $1,000 in excess thereof. The Company tendered Notes and Pari Passu Indebtedness; provided that the selection of such Pari Passu Indebtedness shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) made pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes terms of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)Pari Passu Indebtedness. Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of Excess Proceeds shall be reset at zero. (d) The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any Asset Swaps unless, at the time of entering into such Asset Disposition Offer. Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof. (e) The Company will shall comply, to the extent applicable, with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 Indenture by virtue of such complianceany conflict.

Asset Dispositions. The Company will notshall not make, and will shall not permit any of its Subsidiaries toRestricted Subsidiary to make, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company (or such Subsidiary Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market valuevalue of the shares or the assets disposed of, as determined in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and not involving the sale of equipment or other assets specifically contemplated by the Company, 's capital expenditure budget previously approved by the Board of the shares and assets subject to such Asset Disposition; Directors; (2ii) at least 75% (or any lesser amount as provided below) of the consideration received by the Company (or such Restricted Subsidiary) consists of (A) cash or readily marketable cash equivalents, (B) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other liabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of such Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary is in into cash or Cash Equivalents (to the form extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), or cash equivalents; (3F) an amount equal to any combination thereof; and (iii) 100% of the Net Available Cash Proceeds from such Asset Disposition is (including from the sale of any marketable cash equivalents received therein) are applied by the Company or such Subsidiary, a Restricted Subsidiary as the case may be: follows: (A) to the extent the Company elects (or is required by the terms of any Debt)first, to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashProceeds, to repayment of Debt of the Company or its Restricted Subsidiaries then outstanding under the Credit Facility which would require such application or which would prohibit payments pursuant to clause (B); or (B) second, to the extent Net Available Proceeds are not required to be applied as specified in clause (A), to purchases of outstanding Notes and other Debt of the Company electsthat ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase (to the extent such an offer is not prohibited by the terms of the Credit Facility then in effect) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to acquire Additional Assets the extent of any remaining Net Available Proceeds following completion of such Offer to Purchase, to any other use as determined by the Company which is not otherwise prohibited by this Eighth Supplemental Indenture and provided further that the 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of such the related Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application Proceeds in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, assets that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes business of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in as such business is conducted prior to such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant (determined by the Board of Directors in good faith) or (ii) to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), extent the Company will purchase Notes tendered pursuant elects to an Asset Disposition Offer by the Company for redeem the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted Proceeds pursuant to their purchaseany of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to purchase Notes (and other First-Priority Stock Secured Debt) Purchase pursuant to this Section 4.6 if subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or the receipt of the Net Available Cash available therefor is less than $100.0 million (which lesser Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to equal the Net Available Cash from any subsequent Asset DispositionProceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Upon completion Each Holder shall be entitled to tender all or any portion of the Notes owned by such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, Holder pursuant to the extent applicableOffer to Purchase, with subject to the requirements requirement that any portion of Section 14(e) a Note tendered must be tendered in an integral multiple of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance$1,000 principal amount.

Asset Dispositions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly cause, make or indirectly, consummate suffer to exist any Asset Disposition unless: (1) the Company or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, as Fair Market Value (such Fair Market Value to be determined in good faith by on the Company, date of contractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in from such Asset Disposition received by the Company or such Subsidiary Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalentsCash Equivalents; (3) if such Asset Disposition involves the disposition of Collateral, (i) the Company (or the Restricted Subsidiary, as the case may be) will comply with the provisions of this Indenture and the Security Documents with respect to such disposed Collateral and (ii) if the consideration received by the Company (or the Restricted Subsidiary, as the case may be) is in the form of assets pursuant to clause (2) above, the Company shall, or cause such Restricted Subsidiary to, take such action as may be reasonably necessary to cause such assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture and the Security Documents; and (4) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or, as follows: (A) to permanently reduce (and permanently reduce commitments with respect thereto): Secured Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Secured Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or an Affiliate of the Company; (B) to the extent such Net Cash Proceeds resulted from an Asset Disposition consisting of property or other assets that were not Collateral, to permanently reduce obligations under other Indebtedness of the Company elects(other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to acquire the Company or an Affiliate of the Company; provided that in the case of both clause (A) above and this clause (B) the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 3.02 through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in Section 3.05 and this Section 4.09 for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest on the amount of Notes that would otherwise be prepaid; (C) to invest in Additional Assets Assets; or (D) a combination of prepayments and investments permitted by the foregoing clauses (A) through (C); notwithstanding the foregoing with respect to any Asset Disposition consisting of any substantial portion of our Mt. Xxxxxxxx mine and operations (other than an Asset Disposition consisting solely of a Deferred Revenue Financing Arrangement) no such Asset Disposition shall be permitted unless (i) the Net Available Cash resulting therefrom (together with other sources of cash then available to the Company) shall be sufficient to repay the Notes (including any Additional Notes) in their entirety and (ii) the Company or the applicable Restricted Subsidiary, as the case may be, within one year 30 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and Cash shall make an offer (4in accordance with the procedures set forth below for an Asset Disposition Offer) to the extent all Holders to purchase their Notes at 100% of the balance principal amount thereof, plus the amount of accrued but unpaid interest on the amount of Notes that would otherwise be prepaid. provided that pending the final application of any such Net Available Cash after application in accordance with clauses clause (3)(AA), (B), (C) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4D) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness (including under a Revolving Credit Facility) or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture (provided that once the aggregate Net Available Cash from Asset Sales since the Issue Date exceeds $50.0 million, for so long as such Net Available Cash is retained by the Company or any Restricted Subsidiary such cash shall permanently retire such Debt and shall cause be maintained in a deposit account that is subject to a perfected first priority security interest in favor of the related loan commitment (if any) to be permanently reduced in an amount equal to Collateral Agents for the principal amount so prepaid, repaid or purchasedbenefit of the Holders of the Notes); provided, further, however, that, that in the case of clause (3)(B3)(C) above, a binding commitment to invest in Additional Assets shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitmentAcceptable Commitment”)) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, furtherhowever, that if any acceptable commitment a Second Commitment is later canceled cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to constitute Excess Proceeds. (5) For the purposes of clause (42) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company above and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any for no other manner not prohibited by the Indenture. For purposes of this Section 4.6purpose, the following are will be deemed to be cash or cash equivalentscash: (1A) any liabilities (as shown on the assumption Company’s or discharge of Debt or other liabilities such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and the release of from which the Company or such Subsidiary from and all liability on such Debt or other liability Restricted Subsidiaries have been validly released by all creditors in connection with such Asset Dispositionwriting; (2B) securities any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the Asset Disposition, (to the extent of the cash received in that conversionreceived) within 180 days following the closing of such Asset Disposition; (3C) Additional Assets; and (4) any Designated Non-Cash cash Consideration received by the Company or any of its Subsidiaries Restricted Subsidiary in such Asset Disposition having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash cash Consideration received pursuant to this proviso clause (C) that is at that time outstanding, not to exceed 5the greater of $50.0 million and 2.0% of Consolidated Total Tangible Assets at the time of the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In ). (b) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.09(a) shall be deemed to constitute “Excess Proceeds.” On the event of 366th day after an Asset Disposition that requires Disposition, if the purchase aggregate amount of Notes (and other First-Priority Stock Secured Debt)Excess Proceeds exceeds $25.0 million, the Company will purchase Notes tendered pursuant to shall make an offer (“Asset Disposition Offer Offer”) to all Holders and (x) in the case of Net Available Cash from Collateral, to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to asset sales or (y) in the case of any other Net Available Cash, to the extent required by the Company for terms of outstanding Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their maximum aggregate principal amount (orof Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discounteach case, at an offer price in cash in an amount equal to 100% of the accreted value principal amount thereof), without premium, plus accrued but and unpaid interest and Special Interest, if any to the date of purchase (or, in respect subject to the right of such other First-Priority Stock Secured Debt, such other price, not Holders of record on the relevant Record Date to exceed 100%, as may be provided for by receive interest due on the terms of such other First-Priority Stock Secured Debtrelevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered3.05 or the agreements governing the Pari Passu Indebtedness, then such balance may be used as applicable, in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but each case in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater and larger integral multiple multiples of $1,000 in excess thereof. The Company shall not be required to make such commence an Asset Disposition Offer with respect to purchase Excess Proceeds by sending (or otherwise communicating in accordance with the procedures of DTC) the notice required by Section 3.05, with a copy to the U.S. Trustee. To the extent that the aggregate amount of Notes (and other First-Priority Stock Secured Debt) Pari Passu Indebtedness validly tendered and not properly withdrawn pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Permitted Additional Pari Passu Obligations (in the case of Net Available Cash from Collateral) and other Pari Passu Indebtedness (in the case of any subsequent Asset Disposition)other Net Available Cash) surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the U.S. Trustee shall select the Notes and the Company shall select the Permitted Additional Pari Passu Obligations or Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate accreted value or principal amount of tendered Notes and Pari Passu Indebtedness. Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. Excess Proceeds shall be reset at zero. (c) The Company will shall comply, to the extent applicable, with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under Section 3.3 hereof or described in this Section 4.6 Indenture by virtue of such complianceany conflict.

Asset Dispositions. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly cause, make or indirectly, consummate suffer to exist any Asset Disposition unless: (1) the Company or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, as Fair Market Value (such Fair Market Value to be determined in good faith by on the Company, date of contractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in from such Asset Disposition received by the Company or such Subsidiary Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents;Cash Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or, as follows: (A) to permanently reduce Priority Lien Debt (and to correspondingly reduce commitments with respect thereto); (B) to the extent permanently reduce Parity Lien Debt (other than any Disqualified Stock) other than Indebtedness owed to the Company elects, to acquire Additional Assets within one year from the later or an Affiliate of the date of such Asset Disposition or Company; provided that the receipt of such Net Available Cash; and Company shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 through open market purchases (4) to the extent such purchases are at or above 100% of the balance principal amount thereof) or by making an offer (in accordance with the procedures set forth in Section 3.11 and this Section 4.10 for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest on the amount of Notes that would otherwise be prepaid; or (C) to invest in Additional Assets; provided that pending the final application of any such Net Available Cash after application in accordance with clauses clause (3)(AA), (B) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4C) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced Net Available Cash in an amount equal to the principal amount so prepaid, repaid or purchasedany manner not prohibited by this Indenture; provided, further, however, that, that in the case of clause (3)(BC) above, a binding commitment to invest in Additional Assets shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will shall be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitmentAcceptable Commitment”)) and, in the event any Acceptable Commitment is later canceled or terminated for any reason before the Net Available Cash is applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, furtherhowever, that if any acceptable commitment a Second Commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause constitute Excess Proceeds. (4) above. Notwithstanding For the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6clause (2) above and for no other purpose, the following are shall be deemed to be cash or cash equivalentscash: (1A) any liabilities (as shown on the assumption Company’s or discharge of Debt or other liabilities such Restricted Subsidiary’s most recent balance sheet) of the Company or any Subsidiary of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and the release of from which the Company or and all such Subsidiary from Restricted Subsidiaries have been validly released by all liability on such Debt or other liability creditors in connection with such Asset Disposition;writing; and (2B) securities any securities, notes or other obligations received by the Company or any Subsidiary of its Restricted Subsidiaries from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the Asset Disposition, (to the extent of the cash received in that conversion;received) within 180 days following the closing of such Asset Disposition. (3b) Additional Assets; and (4) Designated Non-Any Net Available Cash Consideration received by the Company or any of its Subsidiaries in such from Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso Dispositions that is at that time outstanding, not applied or invested as provided in Section 4.10(a) shall be deemed to exceed 5% constitute “Excess Proceeds.” If the aggregate amount of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt)Excess Proceeds exceeds $5.0 million, the Company will purchase Notes tendered pursuant to shall make an offer (“Asset Disposition Offer Offer”) to all Holders and, to the extent required by the Company for terms of outstanding Parity Lien Debt, to all holders of such Parity Lien Debt, to purchase the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their maximum aggregate principal amount (orof Notes and any such Parity Lien Debt that may be purchased out of the Excess Proceeds, at an offer price in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, cash in an amount equal to 100% of the accreted value principal amount thereof), without premium, plus accrued but and unpaid interest and Special Interestinterest, if any any, to the date of purchase (or, in respect subject to the right of such other First-Priority Stock Secured Debt, such other price, not Holders of record on the relevant Record Date to exceed 100%, as may be provided for by receive interest due on the terms of such other First-Priority Stock Secured Debtrelevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered3.11 or the agreements governing the Parity Lien Debt, then such balance may be used as applicable, in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but each case in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater and larger integral multiple multiples of $1,000 in excess thereof. The Company shall not be required to make such commence an Asset Disposition Offer with respect to purchase Excess Proceeds by mailing (or otherwise communicating in accordance with the procedures of the Depositary) the notice required by Section 3.11, with a copy to the Trustee. To the extent that the aggregate amount of Notes (and other First-Priority Stock Secured Debt) Parity Lien Debt validly tendered and not properly withdrawn pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the Net Available Cash from any subsequent Asset Disposition)aggregate principal amount of Notes surrendered by Holders thereof and other Parity Lien Debt surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Parity Lien Debt to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Parity Lien Debt. Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by regardless of the aggregate amount of Excess Proceeds used to purchase Notes pursuant to such Asset Disposition Offer. , the amount of Excess Proceeds shall be reset at zero. (c) The Company will complyshall comply with all applicable securities laws and regulations, to the extent applicableincluding, with without limitation, Canadian Securities Legislation and the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes pursuant to this Section 4.6an Asset Disposition Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under Section 3.3 hereof or described in this Section 4.6 Indenture by virtue of such complianceany conflict.

Asset Dispositions. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, as Fair Market Value (such Fair Market Value to be determined in good faith by on the Company, date of contractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition;; and (2) at least 75% of the consideration received in from such Asset Disposition received by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Restricted Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, is in the case form of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available cash or Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the IndentureEquivalents. For the purposes of this Section 4.6clause (2) and for no other purpose, the following are will be deemed to be cash or cash equivalentscash: (1i) any liabilities (as shown on the assumption Company’s or discharge of Debt or other liabilities such Restricted Subsidiary’s most recent balance sheet) of the Company or any Subsidiary of its Restricted Subsidiaries (other than Subordinated Obligations or Guarantor Subordinated Obligations) that are assumed by the transferee of any such assets and the release of from which the Company or and all such Subsidiary from Restricted Subsidiaries have been validly released by all liability on such Debt or other liability creditors in connection with such Asset Dispositionwriting; (2ii) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso clause (2) that is at that time outstanding, not to exceed 5the greater of (x) $50 million and (y) 1.25% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In ); (iii) any securities, notes or other obligations received by the event Company or any of its Restricted Subsidiaries from the transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days (or 210 days, if the Company or such Restricted Subsidiary is prevented by a lock-up or similar agreement from converting such securities, notes or other obligations into cash during such 180 day period) following the closing of such Asset Disposition; and (iv) any Additional Assets. (b) Within 365 days from the later of the date of such Asset Disposition or the receipt by the Company or such Restricted Subsidiary, as the case may be, of Net Available Cash from such Asset Disposition, the Company or such Restricted Subsidiary, as the case may be, may apply an amount equal to 100% of the Net Available Cash from such Asset Disposition as follows: (1) to repay (and if such Secured Indebtedness is revolving credit facility Indebtedness, to permanently reduce commitments with respect thereto) Secured Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Secured Indebtedness of a Restricted Subsidiary of the Company (other than any Disqualified Stock or Guarantor Subordinated Obligations) or Indebtedness of a Non-Guarantor Restricted Subsidiary, in each case other than Indebtedness owed to the Company or a Restricted Subsidiary of the Company; (2) to repay (and if such Designated Senior Debt is revolving credit facility Indebtedness, to permanently reduce commitments with respect thereto) Designated Senior Debt; (3) to repay other Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or other Indebtedness of a Restricted Subsidiary of the Company (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or a Restricted Subsidiary of the Company; provided that the Company shall equally and ratably reduce obligations under the Notes as provided under Section 3.07, through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in Section 3.10 and this Section 4.10 for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date falling on or prior to the date of purchase); (4) to invest in Additional Assets or make capital expenditures that requires are used or useful in a Similar Business; or (5) a combination of applications described in (1), (2), (3) or (4) above; provided that pending the purchase final application of Notes any such Net Available Cash in accordance with clause (and other First-Priority Stock Secured Debt1), (2), (3) or (4) above, the Company will purchase Notes tendered pursuant and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture; provided, further, that in the case of clause (2)(iv) above, a binding commitment to an Asset Disposition Offer by invest in Additional Assets or to make capital expenditures that are used or useful in a Similar Business shall be treated as a permitted application of the Net Available Cash on the date of such commitment so long as the Company for or such Restricted Subsidiary enters into such commitment with the Notes good faith expectation that such Net Available Cash shall be applied to satisfy such commitment within 180 days of such commitment (and such other First-Priority Stock Secured Debtan “Acceptable Commitment”) at a purchase price of 100% of their principal amount (orand, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied in connection therewith, the Company or such other First-Priority Stock Secured Debt was issued with significant original issue discountRestricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, however, that if a Second Commitment is later canceled or terminated for any reason before such Net Available Cash is applied pursuant thereto, then such Net Available Cash shall constitute Excess Proceeds until such Net Available Cash is applied or invested as provided in this paragraph. (1) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company shall make an offer (“Asset Disposition Offer”) to all Holders and, to the extent required by the terms of outstanding Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the accreted value principal amount thereof), without premium, plus accrued but and unpaid interest and Special Interestinterest, if any any, to (or, in respect but excluding) the date of such other First-Priority Stock Secured Debt, such other price, not purchase (subject to exceed 100%, as may be provided for by the terms right of such other First-Priority Stock Secured DebtHolders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof3.10 and the agreements governing the Pari Passu Indebtedness, as applicable. If there remains The Company shall commence an Asset Disposition Offer with respect to Excess Proceeds by mailing (or otherwise communicating in accordance with the procedures of DTC) the notice required by Section 3.10, with a balance copy to the Trustees. (2) To the extent that the aggregate amount of Net Available Cash after purchasing all securities tenderedNotes and Pari Passu Indebtedness validly tendered and not validly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, then such balance the Company may be used use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in any manner not prohibited by the this Indenture. If the aggregate purchase price principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders thereof or lenders thereunder, collectively, exceeds the amount of Excess Proceeds, the Notes to be repurchased shall be selected in compliance with the requirements of the principal national securities tendered exceeds exchange, if any, on which the Net Available Cash allotted Notes are listed or, if the Notes are not listed but are in global form, then by lot or otherwise in accordance with the procedures of DTC or, if the Notes are not listed and not in global form on a pro rata basis, by lot or by such other method as the U.S. Trustee in its sole discretion shall deem to their purchasebe fair and appropriate, and the Company will shall select the securities Pari Passu Indebtedness to be purchased on a pro rata basis but in round denominations, which in on the case basis of the Notes will be denominations of $2,000 aggregate accreted value or principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase tendered Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)Pari Passu Indebtedness. Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by regardless of the aggregate amount of Excess Proceeds used to purchase Notes or other Pari Passu Indebtedness pursuant to such Asset Disposition Offer. , the amount of Excess Proceeds shall be reset at zero. (d) The Company will complycomply with all applicable securities laws and regulations, to the extent applicableincluding, with without limitation, Canadian Securities Legislation and the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes pursuant to this Section 4.6an Asset Disposition Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 the Indenture by virtue of such complianceany conflict.

Asset Dispositions. The Company will notshall not make, and will shall not permit any of its Subsidiaries toRestricted Subsidiary to make, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company (or such Subsidiary Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market valuevalue of the shares or the assets disposed of, as determined in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and not involving the sale of equipment or other assets specifically contemplated by the Company, 's capital expenditure budget previously approved by the Board of the shares and assets subject to such Asset Disposition; Directors; (2ii) at least 75% (or any lesser amount as provided below) of the consideration received by the Company (or such Restricted Subsidiary) consists of (A) cash or readily marketable cash equivalents, (B) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other liabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of such Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary is in into cash or Cash Equivalents (to the form extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), or cash equivalents; (3F) an amount equal to any combination thereof; and (iii) 100% of the Net Available Cash Proceeds from such Asset Disposition is (including from the sale of any marketable cash equivalents received therein) are applied by the Company or such Subsidiary, a Restricted Subsidiary as the case may be: follows: (A) to the extent the Company elects (or is required by the terms of any Debt)first, to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashProceeds, to repayment of Debt of the Company or its Restricted Subsidiaries then outstanding under the Credit Facility which would require such application or which would prohibit payments pursuant to clause (B); or (B) second, to the extent Net Available Proceeds are not required to be applied as specified in clause (A), to purchases of outstanding Notes and other Debt of the Company electsthat ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase (to the extent such an offer is not prohibited by the terms of the Credit Facility then in effect) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to acquire Additional Assets the extent of any remaining Net Available Proceeds following completion of such Offer to Purchase, to any other use as determined by the Company which is not otherwise prohibited by this Thirteenth Supplemental Indenture and provided further that the 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of such the related Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application Proceeds in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, assets that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes business of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in as such business is conducted prior to such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant (determined by the Board of Directors in good faith) or (ii) to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), extent the Company will purchase Notes tendered pursuant elects to an Asset Disposition Offer by the Company for redeem the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted Proceeds pursuant to their purchaseany of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to purchase Notes (and other First-Priority Stock Secured Debt) Purchase pursuant to this Section 4.6 if subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or the receipt of the Net Available Cash available therefor is less than $100.0 million (which lesser Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to equal the Net Available Cash from any subsequent Asset DispositionProceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Upon completion Each Holder shall be entitled to tender all or any portion of the Notes owned by such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, Holder pursuant to the extent applicableOffer to Purchase, with subject to the requirements requirement that any portion of Section 14(e) a Note tendered must be tendered in an integral multiple of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance$1,000 principal amount.

Asset Dispositions. The Company Parent and Borrower will not, and nor will not Parent and/or Borrower permit any of its Subsidiaries other Credit Party to, directly sell, lease, transfer, abandon or indirectly, consummate otherwise dispose of any Asset Disposition unless: asset other than (1a) the Company or such Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in such Asset Disposition by the Company or such Subsidiary is sale in the form ordinary course of cash business of Hydrocarbons produced from Borrower’s Mineral Interests, (b) the sale, lease, transfer, abandonment, exchange or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders disposition of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; assets, provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause the aggregate value (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, thatwhich, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) of all assets sold, leased, transferred or disposed of pursuant to this clause (3)(Bb) above, a binding commitment in any period between Scheduled Redeterminations shall be treated as a permitted application not exceed five percent (5%) of the Net Available Cash from Borrowing Base then in effect (for purposes of this clause (b) the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash Closing Date will be applied deemed to satisfy such commitment within 180 days be a Scheduled Redetermination), (c) the sale, lease, transfer, abandonment or disposition of such commitment Unproved Reserves, (an “acceptable commitment”)d) the sale of volumetric production payments of carbon dioxide pursuant to the express terms of the Genesis Transaction Documents and (e) the sale, assignment, lease, license, transfer, exchange or other disposition by any Credit Party of all or substantially all of its right, title and interest in the Xxxxxxx Shale Assets; provided, furtherthat, that (i) prior to the consummation of any disposition of Xxxxxxx Shale Assets, Administrative Agent shall have received certified copies of any and all documents related to such disposition, including, without limitation, all documents, if any, related to a like-kind exchange or reverse like-kind exchange involving the Xxxxxxx Shale Assets under Section 1031 of the Code, (ii) prior to or contemporaneously with the consummation of any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applieddisposition of Xxxxxxx Shale Assets, then such Net Available Cash Borrower shall be applied have complied with the requirements set forth in Section 5.3 hereof, pursuant to clause (4) above. Notwithstanding the foregoing provisions which a Special Redetermination shall have been requested at least two weeks in advance of the preceding paragraph, the Company and any such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application disposition of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary Xxxxxxx Shale Assets and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), Borrowing Base shall have been redetermined in accordance with the procedures (including prorating in the event of oversubscription) and standards set forth in Section 3.3 5.2 (after giving effect to the exclusion of the Xxxxxxx Shale Assets from the Borrowing Base Properties), and (iii) if a Special Redetermination is required pursuant to Section 5.3 hereof as a result of such disposition of Xxxxxxx Shale Assets and such Special Redetermination results in a Borrowing Base Deficiency, Borrower shall make the mandatory prepayments of the Revolving Loan required by Section 5.4 hereof. If there remains a balance In no event will Parent, Borrower or any other Credit Party sell, transfer or dispose of Net Available Cash after purchasing all securities tendered, then such balance may be used any Equity in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company Restricted Subsidiary nor will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount any Credit Party (other than Parent) issue or sell any Equity or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required option, warrant or other right to make acquire such an Asset Disposition Offer Equity or security convertible into such Equity to purchase Notes (and any Person other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if than the Net Available Cash available therefor Credit Party which is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion direct parent of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by issuer on the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such complianceClosing Date.

Asset Dispositions. (a) The Company will Issuers may not, and will may not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: : (1i) the Company Globalstar, Globalstar Capital or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, value (including as determined in good faith by to the Company, value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; , as determined by the General Partners' Committee of Globalstar in good faith and evidenced by a resolution filed with the Trustee; (2ii) at least 7580% of the consideration thereof received in such Asset Disposition by the Company Globalstar, Globalstar Capital or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Restricted 45 39 Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders consists of the Notes (and to holders of other First-Priority Stock Secured Debta) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment cash or purchase of Debt pursuant to clause (3)(A) Marketable Securities or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1b) the assumption or discharge of Debt (other than Subordinated Obligations) of Globalstar, Globalstar Capital or other liabilities of the Company or any such Restricted Subsidiary and the release of the Company or such Subsidiary Issuers and the Restricted Subsidiaries, as applicable, from all liability on such the Debt or other liability in connection with such Asset Disposition; assumed; and (2iii) securities or other obligations received by the Company or all Net Available Proceeds, less any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash amounts invested within 180 days of such disposition in assets that comply with Section 4.12, are applied within 180 days of such disposition (A) first, to the Asset Dispositionpermanent repayment or reduction of Debt then outstanding under any Bank Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility would require such application or prohibit payments pursuant to the following clause (B), (B) second, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having remaining Net Available Proceeds, to make an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant Offer to this proviso that is Purchase outstanding Securities at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount plus accrued and unpaid interest and Liquidated Damages (orif any) to the date of purchase thereon and, in to the event such extent required by the terms thereof, any other First-Priority Stock Secured Debt was issued of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with significant original issue discount, the Securities at a price no greater than 100% of the accreted value thereof), without premium, principal amount thereof plus accrued but and unpaid interest to the date of purchase and Special Interest(C) third, if to the extent of any (orremaining Net Available Proceeds following the completion of the Offer to Purchase, in respect to the repayment of such other First-Priority Stock Secured DebtDebt of Globalstar or Debt of a Restricted Subsidiary, such other price, not to exceed 100%, as may be provided for by the extent permitted under the terms of such other First-Priority Stock Secured Debt), in accordance with thereof. To the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of extent any Net Available Cash Proceeds remain after purchasing all securities tenderedsuch uses, then Globalstar and the Restricted Subsidiaries may use such balance may be used in amounts for any manner purposes not prohibited by the this Indenture. If Notwithstanding the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchaseforegoing, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company these provisions shall not be required apply to make such an any Asset Disposition Offer to purchase Notes (and which constitutes a transfer, conveyance, sale, lease or other First-Priority Stock Secured Debt) disposition of all or substantially all of Globalstar's properties or assets pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million 5.01(a). (which lesser amount b) The Issuers shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.64.07. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.64.07, the Company will Issuers shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations under Section 3.3 hereof or this Section 4.6 4.07 by virtue of such compliancethereof.

Asset Dispositions. (a) The Company will notshall not make, and will shall not permit any of its Subsidiaries toRestricted Subsidiary to make, directly or indirectly, consummate any Asset Disposition in one or more transactions in any fiscal year unless: : (1i) the Company (or such Subsidiary Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market valuevalue of the shares or the assets disposed of, as determined in good faith by the CompanyBoard of Directors and evidenced by a Board Resolution, of the shares and assets subject to such Asset Disposition; (2ii) at least 75% of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash Proceeds from such Asset Disposition is disposition (including from the sale of any Cash Equivalents received therein) are applied by the Company (or such Restricted Subsidiary, as the case may be: ) (A) first, either (I) within 270 days of such disposition, to repayment of Senior Debt then outstanding under any agreements or instruments which would require such application or which would prohibit payments pursuant to Clause (B) of this sentence or (II) within 60 days before or 270 days after such disposition, to reinvest in assets that will be used in a Permitted Business (provided, however, that such application will not be required to be made pursuant to this Clause (A) until the -77- cumulative Net Available Proceeds (less any Net Available Proceeds applied pursuant to this Section 1014(a)) (such difference being the "Excess Proceeds") exceed $5 million); (B) second, to the extent the Company elects Excess Proceeds exceeds $5 million, to purchases of Outstanding Securities pursuant to an Offer to Purchase (or to the extent such an Offer is required not prohibited by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt then outstanding) at a purchase price equal to 100% of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed their principal amount plus accrued interest to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or Purchase Date (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that installments of interest whose Stated Maturity is on or prior to the Purchase Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307) and (C) third, if and only if an Offer to Purchase has been made as described in Clause B above, and to the extent of any remaining Excess Proceeds following completion of such Offer to Purchase and after giving effect to Clauses (A) and (B) above, to general corporate purposes. (b) The Company will mail any Offer for an Offer to Purchase required pursuant to Section 1014(a) within 270 days after the relevant disposition is completed. The aggregate principal amount of the Securities to be offered to be purchased pursuant to the Offer to Purchase shall equal the Excess Proceeds available therefor pursuant to Clause (ii)(B) of Section 1014(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be tendered in an integral multiple of $1,000 principal amount. The Company shall not be entitled to any credit against its obligations in connection with any prepayment, repayment or purchase of Debt Offer to Purchase made pursuant to clause this Section 1014 for the principal amount of any Securities acquired by the Company otherwise than pursuant to such Offer to Purchase. (3)(Ac) or (4) aboveNot later than the date of the Offer with respect to an Offer to Purchase pursuant to this Section 1014, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the Purchase Amount, (ii) the allocation of the Net Available Proceeds from the Asset Disposition pursuant to which such Offer is being made, including, if amounts are invested in assets that will be used in a Permitted Business, the actual assets acquired, and (iii) the compliance of such allocation with the provisions of paragraph (a) of this Section 1014. The Company and the Trustee shall perform their respective obligations specified in the Offer for the Offer to Purchase. On or such Subsidiary prior to the Purchase Date, the Company shall permanently retire such Debt (i) accept for payment (on a pro rata basis, if necessary) Securities or portions thereof tendered pursuant to the Offer, (ii) deposit with the paying agent (or, if the Company is acting as its own paying agent, segregate and shall hold in trust as provided in Section 1003) money sufficient to pay the purchase price of all Securities or portions thereof so accepted and (iii) deliver or cause the related loan commitment (if any) to be permanently reduced delivered to the Trustee all Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof accepted for payment by the Company. The Paying Agent (or the Company, if so acting) shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount so prepaid, repaid or purchased; provided, further, however, that, in to any unpurchased portion of the case of clause (3)(B) above, a binding commitment Security surrendered. Any Security not accepted for payment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company promptly mailed or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received delivered by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance.Holder

Asset Dispositions. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, as Fair Market Value (such Fair Market Value to be determined in good faith by on the Company, date of contractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition;; and (2) at least 75% of the consideration received in from such Asset Disposition received by the Company or such Subsidiary Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the requirement in this clause (2) shall not apply to (x) any Asset Swap or (y) the sale or issuance by a Foreign Subsidiary of Equity Interests in the ordinary course of business (whether or not consistent with past practice) to directors, employees, management, consultants or advisors of such Foreign Subsidiary in connection with agreements to compensate such persons approved by a majority of the disinterested members of the Board of Directors of such Foreign Subsidiary. For the purposes of clause (2) above and for no other purpose, the following shall be deemed to be cash: (1) any liabilities (as shown on the Company’s consolidated balance sheet, or if Incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Company’s consolidated balance sheet if such Incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined by the Company in good faith) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Third Lien Exchangeable Notes or the Note Guarantees) that are assumed by the transferee of any such assets in writing or are otherwise extinguished in connection with the transactions relating to such Asset Disposition and from which the Company and all Restricted Subsidiaries no longer have any obligations with respect to such liabilities or are indemnified against further liabilities; (2) any securities, notes or other obligations received by the Company or any Restricted Subsidiary in such Asset Disposition that are converted by the Company or such Restricted Subsidiary into cash equivalents;or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 90 days following the closing of such Asset Disposition; and (3) any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value that, when taken together with all other Designated Non-cash Consideration previously received pursuant to this clause (3) that is at that time outstanding, does not exceed $25.00 million (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) Within 400 days from the receipt of such Net Available Cash, an amount equal to 100% of the Net Available Cash from such Asset Disposition is may be applied by the Company or such Subsidiary, any Restricted Subsidiary as the case may befollows: (A1) to repay (i) Indebtedness constituting Priority Lien Obligations; (ii) the extent Third Lien Exchangeable Notes or other Parity Lien Obligations through open market purchases or by redemption; (2) up to $600.00 million in the Company elects (aggregate to invest in Additional Assets or is required by the terms of any Debt), to prepay, repay, redeem make capital expenditures in or purchase Senior Debt of the Company or of that are useful in a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashPermitted Business; or (B3) to the extent the Company elects, to acquire Additional Assets within one year from the later any combination of the date foregoing; provided that pending the final application of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of any such Net Available Cash after application in accordance with clauses clause (3)(A1), (2) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (43) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness (including under a revolving Debt Facility) or otherwise invest such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced Net Available Cash in an amount equal to the principal amount so prepaid, repaid or purchasedany manner not prohibited by this Third Lien Exchangeable Notes Indenture; provided, further, however, that, that in the case of clause (3)(B2) above, a binding commitment to invest in Additional Assets or to make a capital expenditure shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 90 days of the end of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before 400-day period and such Net Available Cash is appliedactually applied in such manner within 90 days from the end of such 400-day period. (c) Following the completion of any asset disposition offer for or other mandatory repayment of Priority Lien Obligations, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.16(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $30.00 million, the Company shall be required to make an offer (an “Asset Disposition Offer”) to all Holders and, to the extent required by the terms of any outstanding Parity Lien Obligations, to all holders of such Parity Lien Obligations, to purchase the maximum aggregate principal amount of Third Lien Exchangeable Notes and any such Parity Lien Obligations that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest due on the Asset Disposition Purchase Date) in accordance with the preceding paragraph except procedures set forth in this Third Lien Exchangeable Notes Indenture or the agreements governing the Parity Lien Obligations, as applicable, in the case of the Third Lien Exchangeable Notes in integral multiples of $1.00; provided that if, following repurchase of a portion of a Third Lien Exchangeable Note, the remaining principal amount of such Third Lien Exchangeable Note outstanding immediately after such repurchase would be less than $1.00, then the portion of such Third Lien Exchangeable Note so repurchased shall be reduced so that the remaining principal amount of such Third Lien Exchangeable Note outstanding immediately after such repurchase is $1.00. The Company shall commence an Asset Disposition Offer with respect to Excess Proceeds by mailing (or otherwise communicating in accordance with the applicable procedures of DTC) the notice required pursuant to the terms of this Third Lien Exchangeable Notes Indenture, with a copy to the Trustee. To the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is amount of Third Lien Exchangeable Notes and Parity Lien Obligations validly tendered and not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered properly withdrawn pursuant to an Asset Disposition Offer by is less than the Excess Proceeds, the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if may use any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used remaining Excess Proceeds in any manner not otherwise prohibited by the this Third Lien Exchangeable Notes Indenture. If the aggregate purchase price principal amount of the securities Third Lien Exchangeable Notes and Parity Lien Obligations validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company will Trustee shall select the securities Third Lien Exchangeable Notes and such Parity Lien Obligations to be purchased on a pro rata basis but in round denominations, which in on the case basis of the Notes will be denominations of $2,000 aggregate accreted value or principal amount or any greater integral multiple of $1,000 in excess thereof. The Company tendered Third Lien Exchangeable Notes and Parity Lien Obligations; provided that the selection of such Parity Lien Obligations shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) made pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes terms of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)Parity Lien Obligations. Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of Excess Proceeds shall be reset at zero. (d) The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any Asset Swaps unless, at the time of entering into such Asset Disposition Offer. The Company will complySwap and immediately after giving effect to such Asset Swap, to the extent applicable, with the requirements no Default or Event of Section 14(eDefault shall have occurred and be continuing or would occur as a consequence thereof. (e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6Third Lien Exchangeable Notes Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 Third Lien Exchangeable Notes Indenture by virtue of such complianceany conflict.

Asset Dispositions. The Company will not, not and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, consummate make any sale, transfer, lease (as lessor), loan or other disposition, in one transaction or a series of transactions, of any property or assets (each an "Asset Disposition unless:Disposition") other than (1a) Asset Dispositions to the Company or such Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject to such Asset Dispositiona Wholly-Owned Subsidiary; (2b) at least 75% Asset Dispositions in the ordinary course of business; and (c) other Asset Dispositions, provided that in each case (i) immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (ii) the consideration received aggregate Relevant Value of property or assets disposed of in such Asset Disposition and all other Asset Dispositions by the Company or such Subsidiary is in and its Subsidiaries (other than as permitted by clauses (a) and (b) above) during the form then current Fiscal Year (commencing with the Fiscal Year ending on December 31, 2001) does not exceed 15% of cash or cash equivalents;Adjusted EBITDA for the preceding Fiscal Year, and (3iii) an amount equal the aggregate Relevant Value of property or assets disposed of in such Asset Disposition and all other Asset Dispositions made pursuant to 100this clause (c) since the date of the Closing does not exceed 40% of Adjusted EBITDA for the Net Available Cash from then preceding Fiscal Year and provided further that for purposes of subclauses (ii) and (iii) above there shall be excluded the Relevant Value of property or assets disposed of in an Asset Disposition if and to the extent such Asset Disposition is applied by made for cash, payable in full upon the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date completion of such Asset Disposition or Disposition, and the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of net proceeds realized upon such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is are applied by the Company or such Subsidiary, as the case may be, to make an within one year after the effective date of such Asset Disposition Offer to (x) reinvest in the Holders business of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) Group or (4y) abovethe repayment of unsubordinated Borrowed Money (excluding current maturities) of the Issuer, the Company or a Subsidiary Guarantor (and in that connection the Company shall have made an offer to purchase, at not less than par and otherwise in accordance with Section 8.6, Notes in an unpaid principal amount at least equal to a pro rata portion of all such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) Borrowed Money to be permanently reduced in an amount equal repaid, allocated pro rata among all Notes tendered, and the requirements of this subclause (y) shall be deemed to be satisfied to the principal amount so prepaidextent of Notes purchased pursuant to such offer). Forthwith and in any event within 30 days after any Asset Disposition (or series of related Asset Dispositions) the Relevant Value of which (net of amounts the Company expects to be excluded as aforesaid for purposes of subclauses (ii) and (iii) of clause (c) above) exceeds 10% of Adjusted EBITDA for the then preceding Fiscal Year, repaid the Company will deliver to each holder of Notes a certificate of a Senior Financial Officer of the Company containing calculations in reasonable detail showing the Company's determination of such Relevant Value, which certificate shall be accompanied by a letter from the Company's independent chartered accountants stating that the Company's calculations agree back to the Group's accounting records and that the method of calculation is in accordance with this Agreement. As used in this Section 10.4, the "Relevant Value" of any property or purchased; providedassets that are the subject of an Asset Disposition shall be that portion of Adjusted EBITDA of the Group attributable to such property or assets, further, however, thatcalculated by reference to the four consecutive Fiscal Quarters then most recently ended or, in the case of clause property or assets which are interests in freehold or leasehold property (3)(B) aboveor buildings and fixtures thereon), a binding commitment shall be treated as a permitted application of the Net Available Cash from consideration (including any deferred consideration or purchase price adjustment receivable in the date of then current Fiscal Year) for such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the IndentureDisposition. For purposes of this Section 4.6, 10.4 any shares of Voting Stock of a Subsidiary that are the following are deemed to subject of an Asset Disposition shall be cash or cash equivalents: valued at the greater of (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item such shares as determined in good faith by the Board of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event Directors of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by and (2) the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% aggregate Relevant Value of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect assets of such other First-Priority Subsidiary multiplied by a fraction of which the numerator is the aggregate number of shares of Voting Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), Subsidiary disposed of in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to and the extent applicable, with denominator is the requirements aggregate number of Section 14(e) shares of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue Voting Stock of such complianceSubsidiary outstanding immediately prior to such Asset Disposition.

Asset Dispositions. The Company will not, and will not permit If a Credit Party shall at any of its Subsidiaries to, directly time or indirectly, consummate any Asset Disposition unlessfrom time to time: (1i) the Company make or such Subsidiary receives consideration at the time of such Asset agree to make a Disposition at least equal with respect to the fair market value, as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashCollateral; or (Bii) suffer an Event of Loss with respect to any Collateral; and the extent the Company elects, to acquire Additional Assets within one year from the later aggregate amount of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied Proceeds received by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that Credit Parties in connection with any prepaymentsuch Disposition or Event of Loss exceeds $500,000, repayment then (A) the Borrower Representative shall promptly notify Agent of such proposed Disposition or purchase Event of Debt pursuant to clause Loss (3)(A) or (4) above, including the Company or such Subsidiary shall permanently retire such Debt and shall cause amount of the related loan commitment (if any) estimated Net Proceeds to be permanently reduced received by a Credit Party in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause respect thereof) and (3)(BB) above, promptly upon receipt by a binding commitment shall be treated as a permitted application Credit Party of the Net Available Cash from the date Proceeds of such commitment so long as Disposition or Event of Loss, the Company Borrowers shall deliver, or such Subsidiary enters into such commitment with cause to be delivered, to Agent the good faith expectation that amount of any such Net Available Cash will be applied Proceeds in excess of $500,000, for distribution to satisfy such commitment within 180 days the Lenders as a prepayment of such commitment (an “acceptable commitment”); providedthe Loans, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash which prepayment shall be applied pursuant to clause (4) abovein accordance with subsection 1.8(c). Notwithstanding the foregoing provisions and provided no Default or Event of the preceding paragraph, the Company Default has occurred and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6continuing, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company prepayment shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the extent a Credit Party reinvests the Net Available Cash available therefor is less than $100.0 million Proceeds of such Disposition or Event of Loss in productive assets of a kind then used or usable in the business of a Borrower, within one hundred eighty (which lesser amount shall be carried forward for purposes 180) days after the date of determining whether such an Asset Disposition Offer is required with respect or Event of Loss; provided that Borrower Representative notifies Agent of such Credit Party’s intent to reinvest and of the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offerreinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. Pending such reinvestment, the Net Available Cash will Proceeds shall be deemed delivered to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will complyAgent, for distribution first, to the Swingline Lender as a prepayment of Swing Loans (to the extent applicableof Swing Loans outstanding), with the requirements of Section 14(e) but not as a permanent reduction of the Exchange Act Swingline Commitment) and any other securities laws or regulations in connection with thereafter to the repurchase Revolving Lenders, as a prepayment of Notes pursuant the Revolving Loans (to this Section 4.6. To the extent that of Revolving Loans then outstanding), but not as a permanent reduction of the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such complianceAggregate Revolving Loan Commitment.

Asset Dispositions. The Company will notshall not make, and will shall not permit any of its Subsidiaries toRestricted Subsidiary to make, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company (or such Subsidiary Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market valuevalue of the shares or the assets disposed of, as determined in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and not involving the sale of equipment or other assets specifically contemplated by the Company, 's capital expenditure budget previously approved by the Board of the shares and assets subject to such Asset Disposition; Directors; (2ii) at least 75% (or any lesser amount as provided below) of the consideration received by the Company (or such Restricted Subsidiary) consists of (A) cash or readily marketable cash equivalents, (B) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other liabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of such Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary is in into cash or Cash Equivalents (to the form extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), or cash equivalents; (3F) an amount equal to any combination thereof; and (iii) 100% of the Net Available Cash Proceeds from such Asset Disposition is (including from the sale of any marketable cash equivalents received therein) are applied by the Company or such Subsidiary, a Restricted Subsidiary as the case may be: follows: (A) to the extent the Company elects (or is required by the terms of any Debt)first, to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashProceeds, to repayment of Debt of the Company or its Restricted Subsidiaries then outstanding under the Credit Facility which would require such application or which would prohibit payments pursuant to clause (B); or (B) second, to the extent Net Available Proceeds are not required to be applied as specified in clause (A), to purchases of outstanding Notes and other Debt of the Company electsthat ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase (to the extent such an offer is not prohibited by the terms of the Credit Facility then in effect) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to acquire Additional Assets the extent of any remaining Net Available Proceeds following completion of such Offer to Purchase, to any other use as determined by the Company which is not otherwise prohibited by this Twelfth Supplemental Indenture and provided further that the 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of such the related Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application Proceeds in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, assets that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes business of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in as such business is conducted prior to such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant (determined by the Board of Directors in good faith) or (ii) to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), extent the Company will purchase Notes tendered pursuant elects to an Asset Disposition Offer by the Company for redeem the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted Proceeds pursuant to their purchaseany of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to purchase Notes (and other First-Priority Stock Secured Debt) Purchase pursuant to this Section 4.6 if subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or the receipt of the Net Available Cash available therefor is less than $100.0 million (which lesser Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to equal the Net Available Cash from any subsequent Asset DispositionProceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Upon completion Each Holder shall be entitled to tender all or any portion of the Notes owned by such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, Holder pursuant to the extent applicableOffer to Purchase, with subject to the requirements requirement that any portion of Section 14(e) a Note tendered must be tendered in an integral multiple of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance$1,000 principal amount.

Asset Dispositions. The Company None of the Group Companies will not, make any Asset Disposition; provided that: (i) the Borrower and will not permit its Subsidiaries may sell inventory in the ordinary course of business for fair value and on an arms’-length basis; (ii) the Borrower or any of its Subsidiaries to, directly or indirectly, consummate may make any Asset Disposition unless: to the Borrower or any of the Subsidiary Guarantors if (1A) the Company Loan Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent or such Subsidiary receives consideration at the time Collateral Agent may request so as to cause the Loan Parties to be in compliance with the terms of Section 6.12 after giving effect to such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject (B) after giving effect to such Asset Disposition, no Default or Event of Default exists; (2iii) at least 75% of the consideration received in such Asset Disposition by the Company Borrower and its Subsidiaries may liquidate or such Subsidiary is in the form of cash or cash equivalentssell Cash Equivalents; (3iv) an amount equal to 100% the Borrower or any of the Net Available Cash from such Asset Disposition is applied by the Company its Subsidiaries may sell, lease, transfer, assign or such Subsidiary, as the case may be: otherwise dispose of assets (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment Casualty or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if anyCondemnation) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except other Person to the extent that the aggregate Net Available Cash Proceeds from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6such sale, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6lease, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt transfer, assignment or other liabilities of disposition, when combined with all other such dispositions previously made during any fiscal year, does not exceed $1,000,000 in the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Dispositionaggregate; (2v) securities any Wholly-Owned Domestic Subsidiary of the Borrower may sell, lease or otherwise transfer all or substantially all of its assets to the Borrower, so long as the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in such assets shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversiontransfer); (3vi) Additional Assetsany Wholly-Owned Domestic Subsidiary of the Borrower may sell, lease or otherwise transfer all or substantially all of its assets to any other Wholly-Owned Domestic Subsidiary of the Borrower, so long as the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in such assets shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other transfer); (vii) any Foreign Subsidiary of the Borrower may sell, lease or otherwise transfer all or substantially all of its assets to the Borrower or any Wholly-Owned Subsidiary of the Borrower; and (4viii) Designated Non-Cash Consideration received by the Company Borrower or any of its Subsidiaries may make any other Asset Disposition; provided that (A) the consideration therefor is cash or Cash Equivalents; (B) such transaction does not involve the sale or other disposition of a minority Equity Interest in any Group Company; (C) the aggregate net book value of all assets sold or otherwise disposed of by the Group Companies in all such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to transactions in reliance on this proviso that is at that time outstanding, clause (viii) shall not to exceed 5% of Consolidated Total Assets at the time $2,000,000 in any fiscal year of the receipt Borrower or $4,000,000 in the aggregate from and after the Closing Date; and (D) no Default or Event of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received Default shall have occurred and without be continuing immediately before or immediately after giving effect to subsequent changes in valuesuch transaction. In the event Upon consummation of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt)permitted under this Section 7.05, the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by Administrative Agent shall (or shall cause the Company for the Notes Collateral Agent to) (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable) deliver to the Borrower, with upon the requirements of Section 14(e) Borrower’s request and at the Borrower’s expense, such documentation as is reasonably necessary to evidence the release of the Exchange Act Collateral Agent’s security interests, if any, in the assets being disposed of, including amendments or terminations of Uniform Commercial Code Financing Statements, if any, the return of stock certificates, if any, and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions release of any securities laws or regulations conflict with Subsidiary being disposed of in its entirety from all of its obligations, if any, under the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such complianceSenior Finance Documents.

Asset Dispositions. (a) The Company will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries as a whole shall be governed by the provisions of Article 6 and not by the provisions of this Section 5.05) unless: : (1i) the Company or such Subsidiary receives consideration at the time of such Asset Disposition received is at least equal to the fair market valuevalue of such assets (except as the result of (x) any foreclosure or sale by the lenders under the Credit Documents or (y) Net Proceeds received from an insurer or a Governmental Authority, as determined the case may be, in good faith by the Companyevent of loss, damage, destruction or condemnation); and (ii) in the case of the shares and assets subject to such Asset Disposition; (2) Dispositions that are not Permitted Asset Swaps, at least 75% of the consideration thereof received in such Asset Disposition by the Company or such Restricted Subsidiary is in the form of cash and Cash Equivalents; provided, however, that for purposes of this Section 5.05(a), the following are deemed to be cash: (x) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary that are assumed by the transferee of any such assets pursuant to any arrangement releasing the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash equivalents;or Cash Equivalents within 90 days after the Asset Disposition (to the extent of the cash received). (3b) Within 365 days after the receipt of any Net Proceeds from an Asset Disposition, the Company or the Restricted Subsidiary making such Asset Disposition, as the case may be, may, at its option, apply such Net Proceeds (i) to permanently reduce Indebtedness Incurred by the Company under the Credit Agreement or any Indebtedness of the Restricted Subsidiaries of the Company which are not Guarantors, or to purchase the Notes (with the consent of the Holders thereof to the extent required) or Indebtedness ranking pari passu with the Notes (and to correspondingly reduce commitments with respect thereto, to the extent applicable) or (ii) to the acquisition of a controlling interest in another business, the making of Capital Expenditures or the investment in or acquisition of other long-term assets, in each case, in the same or a similar line of business as the Company and its Subsidiaries engaged in at the time such assets were sold or in a business reasonably related, complementing or ancillary thereto or a reasonable expansion thereof. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Dispositions that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15,000,000, the Company shall make an Asset Sale Offer pursuant to Section 4.10 to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiaryoutstanding principal amount thereof, as the case may be: (A) plus accrued and unpaid interest, thereon to the extent date of purchase, in accordance with the procedures set forth in Section 4.10; provided, however, that if the Company elects (or is required by the terms of any Debtother Indebtedness (other than Subordinated Indebtedness or Disqualified Capital Stock) of the Company), such Asset Sale Offer may be made ratably to prepay, repay, redeem purchase the Notes and other Indebtedness (other than Subordinated Indebtedness or purchase Senior Debt Disqualified Capital Stock) of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)Company. Upon completion of such an Asset Disposition Offeroffer to purchase, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. Excess Proceeds shall be reset at zero. (c) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6provision. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 provision by virtue of such compliancethereof.

Asset Dispositions. (a) The Company will may not, and will may not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: : (1i) the Company or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, value (including as determined in good faith by to the Company, value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; , as determined by the Board of Directors of the Company in good faith and evidenced by a resolution filed with the Trustee, and the Trustee shall be protected in relying in good faith on such resolution; (2ii) at least 7580% of the consideration thereof received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Restricted Subsidiary, as the case may be, to make an Asset Disposition Offer to consists of (A) cash or Permitted Short-Term Investments or (B) the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase assumption of Debt pursuant to clause (3)(Aother than Subordinated Obligations) or (4) above, of the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Restricted Subsidiary and the release of the Company or such Subsidiary and the Restricted Subsidiaries, as applicable, from all liability on such the Debt assumed; and (iii) if (A) no Event of Default has occurred and is then continuing and if (x) the Aggregate Asset Disposition Proceeds then exceed $15 million, or other liability (y) the asset being disposed of is a Core Asset, or (B) an Event of Default has occurred and is then continuing and the Trustee has not exercised any remedies pursuant to Sections 6.2 or 6.3, then (and only in connection with such Asset Disposition; the event either subclause (2A) securities or other obligations received by the Company or (B) of this clause (iii) is applicable), all Net Available Proceeds, less any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash amounts invested within 180 days of such disposition in assets that comply with Section 4.10, are applied within 180 days of such disposition: (A) first, to the Asset Dispositionrepayment of Debt then outstanding under any Bank Credit Agreement and a corresponding permanent reduction in the commitments thereunder, if any, and any appropriate Vendor Financing Facility; and (B) second, to the extent that the Net Available Proceeds exceed the amount of Debt then outstanding under the cash received Bank Credit Agreements, to a permanent reduction in that conversion; (3) Additional Assetsthe commitments thereunder, if any, by an amount equal to such excess Net Available Proceeds; and (4C) Designated Non-Cash Consideration received by third, if the Company or any of its Subsidiaries in such Asset Disposition having commitments under all Bank Credit Agreements have been reduced to zero and to the extent that the remaining Net Available Proceeds exceed $2.5 million, to make an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant Offer to this proviso that is Purchase outstanding Notes at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (orplus accrued and unpaid interest to the date of purchase thereon and, in to the event such extent required by the terms thereof, any other First-Priority Stock Secured Debt was issued of the Company or a Restricted Subsidiary that ranks pari passu with significant original issue discount, the Notes at a price no greater than 100% of the accreted value thereof), without premium, principal amount thereof plus accrued but and unpaid interest and Special Interest, if any (or, in respect to the date of such other First-Priority Stock Secured Debt, such other price, not purchase. To the extent that the aggregate amount of Notes tendered pursuant to exceed 100%, as may be provided for by an Offer to Purchase pursuant to this Section 4.5 exceeds the terms amount of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of remaining Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchaseProceeds, the Company will Trustee shall select the securities Notes to be purchased on a pro rata basis but in round denominationsbasis. To the extent any Net Available Proceeds remain after such uses, which in the case of Company and the Notes will be denominations of $2,000 principal amount or Restricted Subsidiaries may use such amounts for any greater integral multiple of $1,000 in excess thereof. purposes not prohibited by this Indenture. (b) The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.64.5. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.64.5, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 4.5 by virtue thereof. (c) Notwithstanding anything to the contrary contained herein, in the event and to the extent that any provision of this Section 4.5 shall conflict with any provision of any Senior Loan Document, such provision of the Senior Loan Document shall govern and apply in lieu of the otherwise applicable provision hereof, and the provision hereof shall be deemed inapplicable in that instance; provided, however that the Trustee shall not be deemed to have any knowledge of any such conflict until notified in writing of such complianceconflict by the Company, which notice shall be entitled "Notice of Conflict with Senior Loan Document," shall reference this Section 4.5(c) of this Indenture, shall identify the conflict, shall include as an exhibit thereto a copy of the relevant conflicting applicable Senior Loan Agreement, and shall include as an exhibit thereto an Opinion of Counsel upon which the Trustee may rely and in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, a conflict does exist between a particular provision of this Indenture and an identified Senior Loan Agreement provision and that, in the opinion of such counsel, the Trustee should, pursuant to Section 4.5(c) of this Indenture, be governed by the identified provision of such Senior Loan Agreement instead of by the conflicting provision in this Indenture. In such event, the Company's failure to comply with such provision of this Section 4.5 shall not be considered for any purpose an Event of Default or other breach or violation of this Indenture.

Asset Dispositions. The Company None of the Consolidated Parties will, or will not, and will not permit any of its their respective Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless:Disposition; provided that (1i) the Company or such Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject to such any Consolidated Party may make any Excluded Asset Disposition; (2ii) at least 75% of the consideration received in such Asset Disposition any Consolidated Party may enter into any Sale/Leaseback Transaction not prohibited by the Company or such Subsidiary is in the form of cash or cash equivalentsSection 7.13; (3iii) an amount equal any Domestic Subsidiary of a Consolidated Party may sell, lease or otherwise transfer all or substantially all of its assets to 100% the Borrower, so long as the security interests granted to the Collateral Agent for the benefit of the Net Available Cash from Creditors pursuant to the Collateral Documents in such Asset Disposition assets shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other transfer); (iv) any Domestic Subsidiary of a Consolidated Party (other than the Borrower) may sell, lease or otherwise transfer all or substantially all of its assets to any other Wholly-Owned Domestic Subsidiary of a Credit Party (provided that, if the Domestic Subsidiary so selling, leasing or otherwise transferring its assets is applied by a direct or indirect Domestic Subsidiary of the Company Borrower, the purchaser, lessor or entity otherwise acquiring control over such Subsidiaryassets shall be a direct or indirect Wholly-Owned Domestic Subsidiary of the Borrower), so long as the case may be:security interests granted to the Collateral Agent for the benefit of the Creditors pursuant to the Collateral Documents in such assets shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other transfer); (Av) any Foreign Subsidiary of a Consolidated Party may sell, lease or otherwise transfer all or substantially all of its assets to a Credit Party; provided that if the Foreign Subsidiary so selling, leasing or otherwise transferring its assets is a direct or indirect Foreign Subsidiary of the Borrower, the purchaser, lessor or entity otherwise acquiring control over such assets shall be a direct or indirect Foreign Subsidiary of the Borrower; (vi) any Non-Credit Party may sell, lease or otherwise transfer all or substantially all of its assets to any other Non-Credit Party, so long as the security interests granted to the extent Collateral Agent for the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt benefit of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed Creditors pursuant to the Company Collateral Documents shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; orother transfer); (Bvii) the Borrower and its Subsidiaries may make transfers of assets constituting Investments in Joint Venture Entities made pursuant to Section 7.06(a)(xv); (viii) the extent Borrower and its Subsidiaries may make transfers of assets constituting Investments in non-Wholly-Owned Domestic Subsidiaries made pursuant to Section 7.06(a)(xi); (ix) the Company elects, Borrower and its Subsidiaries may make transfers of assets constituting Investments in Foreign Subsidiaries made pursuant to acquire Additional Assets within one year from the later Section 7.06(a)(xii); (x) any Consolidated Party may make Asset Dispositions consisting of the date of such Asset Disposition or the receipt of such Net Available CashRestricted Payments permitted by Section 7.07; (xi) Permitted Vessel Leases shall be permitted; and (4xii) to Southern Pride Catfish Trucking Inc. may consummate the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) aboveSPC Trucking Asset Disposition, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4a) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-all property subject to the SPC Trucking Asset Disposition does not exceed $7,500,000 in the aggregate and (b) the Net Cash Consideration being measured at Proceeds from the time received and without giving effect SPC Trucking Asset Disposition are applied pursuant to subsequent changes in valueSection 3.03(b)(iii). In the event Upon consummation of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt)permitted under this Section 7.05, the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by Administrative Agent shall (or shall cause the Company for the Notes Collateral Agent to) (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable) deliver to the Borrower, with upon the requirements of Section 14(e) Borrower’s request and at the Borrower’s expense, such documentation as is reasonably necessary to evidence the release of the Exchange Act Collateral Agent’s security interests, if any, in the assets being disposed of, including amendments or terminations of Uniform Commercial Code Financing Statements, if any, the return of stock certificates, if any, and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions release of any securities laws or regulations conflict with Subsidiary being disposed of in its entirety from all of its obligations, if any, under the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such complianceCredit Documents.

Asset Dispositions. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, further that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance.

Asset Dispositions. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, to consummate any an Asset Disposition unless: (1) the Company or such Subsidiary Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, as Fair Market Value (such Fair Market Value to be determined in good faith by on the Company, date of contractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition;; and (2) at least 75% of the consideration received in from such Asset Disposition received by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Restricted Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, is in the case form of cash or Cash Equivalents. For the purposes of clause (3)(B2) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated above and for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any no other manner not prohibited by the Indenture. For purposes of this Section 4.6purpose, the following are will be deemed to be cash or cash equivalentscash: (1i) any liabilities (as shown on the assumption Company’s or discharge of Debt or other liabilities such Restricted Subsidiary’s most recent balance sheet) of the Company or any Subsidiary of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and the release of from which the Company or and all such Subsidiary from Restricted Subsidiaries have been validly released by all liability on such Debt or other liability creditors in connection with such Asset Dispositionwriting; (2ii) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso clause (ii) that is at that time outstanding, not to exceed 5the greater of (x) $75.0 million and (y) 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes ); (and iii) any securities, notes or other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer obligations or assets received by the Company for or any of its Restricted Subsidiaries from the Notes transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in to the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% extent of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by cash or Cash Equivalents received) within 180 days following the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount closing of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance.Disposition; and

Asset Dispositions. The Company will notshall not make, and will shall not permit any of its Subsidiaries toRestricted Subsidiary to make, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company (or such Subsidiary Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market valuevalue of the shares or the assets disposed of, as determined in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and not involving the sale of equipment or other assets specifically contemplated by the Company, 's capital expenditure budget previously approved by the Board of the shares and assets subject to such Asset Disposition; Directors; (2ii) at least 75% (or any lesser amount as provided below) of the consideration received by the Company (or such Restricted Subsidiary) consists of (A) cash or readily marketable cash equivalents, (B) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other liabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of such Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary is in into cash or Cash Equivalents (to the form extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), or cash equivalents; (3F) an amount equal to any combination thereof; and (iii) 100% of the Net Available Cash Proceeds from such Asset Disposition is (including from the sale of any marketable cash equivalents received therein) are applied by the Company or such Subsidiary, a Restricted Subsidiary as the case may be: follows: (A) to the extent the Company elects (or is required by the terms of any Debt)first, to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashProceeds, to repayment of Debt of the Company or its Restricted Subsidiaries then outstanding under the Credit Facility which would require such application or which would prohibit payments pursuant to clause (B); or (B) second, to the extent Net Available Proceeds are not required to be applied as specified in clause (A), to purchases of outstanding Notes and other Debt of the Company electsthat ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase (to the extent such an offer is not prohibited by the terms of the Credit Facility then in effect) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to acquire Additional Assets the extent of any remaining Net Available Proceeds following completion of such Offer to Purchase, to any other use as determined by the Company which is not otherwise prohibited by this Ninth Supplemental Indenture and provided further that the 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of such the related Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application Proceeds in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, assets that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes business of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in as such business is conducted prior to such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant (determined by the Board of Directors in good faith) or (ii) to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), extent the Company will purchase Notes tendered pursuant elects to an Asset Disposition Offer by the Company for redeem the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted Proceeds pursuant to their purchaseany of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to purchase Notes (and other First-Priority Stock Secured Debt) Purchase pursuant to this Section 4.6 if subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or the receipt of the Net Available Cash available therefor is less than $100.0 million (which lesser Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to equal the Net Available Cash from any subsequent Asset DispositionProceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Upon completion Each Holder shall be entitled to tender all or any portion of the Notes owned by such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, Holder pursuant to the extent applicableOffer to Purchase, with subject to the requirements requirement that any portion of Section 14(e) a Note tendered must be tendered in an integral multiple of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance$1,000 principal amount.

Asset Dispositions. The Company will not, Borrowers and the Guarantors will not permit any member of its Subsidiaries to, directly or indirectly, consummate the Consolidated Group to make any Asset Disposition (including, without limitation, any Sale and Leaseback Transaction), unless: (1a) the Company sale, lease, or other disposition is to a Borrower; (b) the sale, lease, or other disposition is by a Credit Party other than a Borrower, to another Credit Party; (c) such Asset Disposition is in connection with the closing of retail store locations of a Borrower in the ordinary course of business; provided that the Borrowers will not close more than seventy-five (75) retail store locations in any twelve (12) consecutive Fiscal Periods occurring after the Closing Date; and provided, further that the Borrowers shall not undertake to close ten (10) or more retail store locations concurrently unless it shall either (i) deliver to the Collateral Agent a plan for such closures in form and substance reasonably satisfactory to the Collateral Agent no less than fifteen (15) days prior to beginning such undertaking, or (ii) engage a nationally recognized liquidator; (d) such Asset Disposition is the result of theft, loss, physical destruction, or damage, taking or similar event with respect to the assets subject to such Asset Disposition and the proceeds from insurance resulting from such Asset Disposition are used to repair, replace, or reinvest in the same or similar assets; (e) in all other cases, (i) no accounts or Installment Contracts will be the subject of any such sale, except in compliance with clause (f) following, (ii) any Eligible Inventory sold in connection with any such sale shall be sold for cash at least equal to an amount equal to such Eligible Inventory multiplied by 0.55, (iii) at least ninety-five percent (95.0%) of the consideration paid therefor shall consist of cash, Cash Equivalents, and Eligible Inventory, (iv) if the subject transaction involves Capital Stock of a Subsidiary receives consideration of a Borrower, the subject transaction is of a controlling interest in such Subsidiary, (v) the aggregate net book value of all assets sold, leased, or otherwise disposed of shall not exceed $5,000,000 in any Fiscal Year of Xxxxxxxx'x, (vi) no Default or Event of Default shall exist immediately after giving effect thereto, and (vii) the Borrowers shall have demonstrated compliance with the financial covenants in Section 7.11 on a Pro Forma Basis after giving effect to the disposition and shall have delivered to the Agents and the Lenders a Pro Forma Compliance Certificate (including reaffirmation of the representations and warranties hereunder as of such date before and after giving effect to such transaction) in connection therewith; (f) the assets sold consist of Installment Contracts which have been written-off in accordance with the applicable Borrower's credit policies and which are sold in a transaction consistent with such Borrower's customary business practices after (i) if no Default or Event of Default exists at the time of such Asset Disposition at least equal sale, prior written notice of such sale to the fair market valueCollateral Agent and (ii) if any Default or Event of Default exists at the time of such sale, as determined in good faith by the Company, prior written approval of the shares and assets subject Collateral Agent. All proceeds of any sale pursuant to such Asset Disposition; (2) at least 75% of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) this Section shall be delivered to the extent Collateral Agent in accordance with the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed applicable Security Agreement and applied to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cashoutstanding Total Obligations; or (Bg) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition involves (i) disposition of any Investment in, or other claims against, Crescent (including, without limitation, Capital Stock of Crescent), or (ii) disposition of leases for unopened or closed stores. With respect to any assets subject to a disposition permitted by this Section 8.5, at the receipt of such Net Available Cash; and (4) Borrowers' expense, the Collateral Agent will promptly deliver to the extent Borrowers upon request such release documentation (including delivery of the balance of such Net Available Cash after application in accordance with clauses (3)(Aapplicable stock certificates) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed reasonably requested to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and give effect to the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary assets from the transferee that are converted by security interests securing the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its Borrowers' obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliancehereunder.

Asset Dispositions. The Company will not, and will not permit (A) If (x) any member of its Subsidiaries to, directly the Restricted Group Disposes of any property or indirectly, consummate assets (other than any Asset Disposition unless: (1) the Company to a Loan Party or such Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Restricted Subsidiary that is not a Guarantor Loan Party to another Restricted Subsidiary that is not a Loan Party) pursuant to Section 7.05(f)(ii), (k), (l), (p), (q) or (r)(ii), or (y) any Casualty Event occurs, and any transaction or series of related transactions described in each case other than Debt owed the foregoing clauses (x) and (y) results in the receipt by members of the Restricted Group of aggregate Net Cash Proceeds in excess of $10,000,000 in any fiscal year (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), (1) the Borrower shall give written notice to the Company or one of its Subsidiaries) within one year from the later of Administrative Agent thereof promptly after the date of such Asset Disposition or the receipt of such Net Available CashCash Proceeds and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(i)(B), the Borrower shall prepay, subject to Section 2.05(b)(vii), an aggregate principal amount of Term Loans in an amount equal to all Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof by such member of the Restricted Group; orprovided that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is secured by the Collateral on a first lien “equal and ratable” basis with Liens securing the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08 and Section 3.02) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08 and Section 3.02). (B) With respect to any Net Cash Proceeds realized or received with respect to any Relevant Transaction, at the extent the Company elects, to acquire Additional Assets within one year from the later option of the date Borrower, the Borrower may reinvest all or any portion of such Asset Disposition or Net Cash Proceeds in the business of the Borrower within 365 days following receipt of such Net Available Cash; and Cash Proceeds (4) to or, if the extent of the balance Borrower has contractually committed within 365 days following receipt of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) aboveProceeds to reinvest such Net Cash Proceeds, then within 545 days following receipt of such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereofNet Cash Proceeds); provided, however, that in connection with if any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) Net Cash Proceeds from a Relevant Transaction are no longer intended to be permanently reduced in so reinvested at any time after the occurrence of the Relevant Transaction (or are not reinvested within such 365 days or 545 days, as applicable), an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment any such Net Cash Proceeds shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be promptly applied to satisfy such commitment within 180 days the prepayment of such commitment Term Loans (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used clause (A) above) as set forth in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance2.05.

Asset Dispositions. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Disposition Disposition, unless: (1a) the Company Borrower (or such Subsidiary the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, Fair Market Value of the shares and assets subject to such Asset Dispositionor Equity Interests issued or sold or otherwise disposed of; (2b) at least 75% of the consideration therefor received in such Asset Disposition by the Company Borrower or such Restricted Subsidiary is in the form of cash cash, Cash Equivalents or cash equivalents; (3) an amount equal to 100% Replacement Assets or a combination of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indentureboth. For purposes of this Section 4.66.05(b), each of the following are shall be deemed to be cash or cash equivalentscash: (1i) any liabilities (as shown on the assumption Borrower’s or discharge of Debt or other liabilities such Restricted Subsidiary’s most recent balance sheet) of the Company Borrower or any Restricted Subsidiary (other than contingent liabilities, Junior Indebtedness and liabilities to the extent owed to the Borrower or any Subsidiary and the release of the Company Borrower) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written assignment and assumption agreement that releases the Borrower or such Restricted Subsidiary from all further liability on such Debt or other liability in connection with such Asset Dispositiontherefor; (2ii) securities any securities, notes or other obligations received by the Company Borrower or any such Restricted Subsidiary from the such transferee that are converted by the Company Borrower or such Restricted Subsidiary into cash Cash Equivalents or Replacement Assets within 180 days of the Asset Disposition, receipt thereof (to the extent of the cash Cash Equivalents or Replacement Assets received in that conversion); (3iii) Additional Assets; and (4) any Designated Non-Cash Noncash Consideration received by the Company Borrower or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Noncash Consideration received pursuant to this proviso clause (iii) that is at that time outstanding, not to exceed 5the greater of (x) 2.0 % of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, and (y) $10.0 million (with the fair market value Fair Market Value of each item of Designated Non-Cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes ); and (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debtc) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price Fair Market Value of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an all Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) Dispositions consummated pursuant to this Section 4.6 if the Net Available Cash available therefor is less than 6.05 shall not exceed $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance60,000,000.

Asset Dispositions. The Company will not, not and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, consummate make any sale, transfer, lease (as lessor), loan or other disposition, in one transaction or a series of transactions, of any property or assets (each an "Asset Disposition unless:Disposition") other than (1a) Asset Dispositions to the Company or such a Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject to such Asset DispositionGuarantor; (2b) at least 75% Asset Dispositions in the ordinary course of business; and (c) other Asset Dispositions, provided that in each case (i) immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (ii) the consideration received aggregate Relevant Value of property or assets disposed of in such Asset Disposition and all other Asset Dispositions by the Company or such Subsidiary is in and its Subsidiaries (other than as permitted by clauses (a) and (b) above) during the form then current Fiscal Year (commencing with the Fiscal Year ending on December 31, 2001) does not exceed 10% of cash or cash equivalents;Consolidated EBITDA for the preceding Fiscal Year, and (3iii) an amount equal the aggregate Relevant Value of property or assets disposed of in such Asset Disposition and all other Asset Dispositions made pursuant to 100this clause (c) since the April 5, 2001 does not exceed 30% of Consolidated EBITDA for the Net Available Cash from then preceding Fiscal Year and provided further that for purposes of subclauses (ii) and (iii) above there shall be excluded the Relevant Value of property or assets disposed of in an Asset Disposition if and to the extent such Asset Disposition is applied by made for cash, payable in full upon the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date completion of such Asset Disposition or Disposition, and the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of net proceeds realized upon such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is are applied by the Company or such Subsidiary, as the case may be, to make an within 180 days after the effective date of such Asset Disposition Offer to (x) reinvest in the Holders business of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) Group or (4y) abovethe repayment of unsubordinated Borrowed Money (excluding current maturities) of the Issuer, the Company or a Subsidiary Guarantor (and in that connection the Company shall have made an offer to prepay all or a portion of the outstanding Notes in accordance with Section 8.2 in an aggregate principal amount which, when added to the aggregate Make-Whole Amount applicable thereto, is at least equal to a pro rata portion of all such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) Borrowed Money to be permanently reduced in an amount equal repaid, allocated pro rata among all Notes tendered, and the requirements of this subclause (y) shall be deemed to be satisfied to the principal amount so prepaidextent of Notes purchased pursuant to such offer). Forthwith and in any event within 30 days after any Asset Disposition (or series of related Asset Dispositions) the Relevant Value of which (net of amounts the Company expects to be excluded as aforesaid for purposes of subclauses (ii) and (iii) of clause (c) above) exceeds 10% of Consolidated EBITDA for the then preceding Fiscal Year, repaid the Company will deliver to each holder of Notes a certificate of a Senior Financial Officer of the Company containing calculations in reasonable detail showing the Company's determination of such Relevant Value, which certificate shall be accompanied by a letter from the Company's independent chartered accountants stating that the Company's calculations agree back to the Group's accounting records and that the method of calculation is in accordance with this Agreement. As used in this Section 10.4, the "Relevant Value" of any property or purchased; providedassets that are the subject of an Asset Disposition shall be that portion of Consolidated EBITDA of the Group attributable to such property or assets, further, however, thatcalculated by reference to the four consecutive Fiscal Quarters then most recently ended or, in the case of clause property or assets which are interests in freehold or leasehold property (3)(B) aboveor buildings and fixtures thereon), a binding commitment shall be treated as a permitted application of the Net Available Cash from consideration (including any deferred consideration or purchase price adjustment receivable in the date of then current Fiscal Year) for such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the IndentureDisposition. For purposes of this Section 4.6, 10.4 any shares of Voting Stock of a Subsidiary that are the following are deemed to subject of an Asset Disposition shall be cash or cash equivalents: valued at the greater of (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item such shares as determined in good faith by the Board of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event Directors of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by and (2) the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% aggregate Relevant Value of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect assets of such other First-Priority Subsidiary multiplied by a fraction of which the numerator is the aggregate number of shares of Voting Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), Subsidiary disposed of in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to and the extent applicable, with denominator is the requirements aggregate number of Section 14(e) shares of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue Voting Stock of such complianceSubsidiary outstanding immediately prior to such Asset Disposition.

Asset Dispositions. The Company will not, and will not permit any (a) Not later than the third Business Day following the receipt (or deemed receipt as specified in the definition of its Subsidiaries to, directly or indirectly, consummate Net Cash Proceeds) of Net Cash Proceeds in respect of any Asset Disposition unless: (1) in excess of $30,000,000 in the Company or such Subsidiary receives consideration at the time of aggregate for all such Asset Disposition at least equal Dispositions, the Borrower shall deliver to the fair market valueAgent who, as determined in good faith by the Companyturn, shall furnish such offer to all of the shares and assets subject Lenders, an offer to such Asset Disposition; (2) at least 75% prepay the maximum aggregate principal amount of the consideration Loans that may be prepaid out of the Net Cash Proceeds received with respect thereto, at an offer price in such Asset Disposition by the Company or such Subsidiary is cash in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from principal amount of such Asset Disposition is applied by the Company or such SubsidiaryLoans, plus accrued and unpaid interest (if any) as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such purchase (each such offer, an “Asset Disposition or the receipt of such Net Available Cash; orOffer”). (Bb) Each Lender may accept all or a portion of its Pro Rata share of any Asset Disposition Offer (any amounts not accepted, together with any other amounts not accepted from prepayments offered under Sections 5.4.2 and 5.4.3, the “Declined Amounts”) by providing written notice (an “Acceptance Notice”) to Agent and the extent the Company elects, to acquire Additional Assets within one year from the Borrower no later of than 5:00 p.m. ten Business Days after the date of delivery of such Asset Disposition or Offer. Each Acceptance Notice delivered by a Lender shall specify the receipt principal amount of the Loans to be purchased from such Lender; provided that (i) such amount shall not exceed such Lender’s Pro Rata share of the Asset Disposition Offer and (ii) if such Lender fails to specify any such amount, it shall be deemed to have requested its full Pro Rata share of such Net Available Cash; and (4) Asset Disposition Offer. If a Lender fails to deliver an Acceptance Notice to Agent within the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) time frame specified above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash failure will be deemed to be reduced by the aggregate amount a full rejection of such Asset Disposition Offer. The Company will comply, Borrower shall purchase all Loans required to the extent applicable, with the requirements of be purchased by it under this Section 14(e) 5.4.1 no later than five Business Days after expiration of the Exchange Act time period for acceptance by the Lenders of the Asset Disposition Offer. Any Declined Amounts shall no longer be subject to this Section 5.4 and may be used by the Borrower in any other securities laws or regulations in connection with way not prohibited by this Agreement. If the repurchase aggregate principal amount of Notes Loans requested to be repaid exceeds the aggregate amount to be repaid by the Borrower pursuant to this Section 4.6. To 5.4.1(b), Agent shall apply the extent that amounts to be repaid by the provisions of any securities laws or regulations conflict with Borrower to the provisions of Section 3.3 hereof or this Section 4.6, Loans requested to be repaid on a pro rata basis based on the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue principal amount of such complianceLoans.

Asset Dispositions. The Company will notshall not make, and will shall not permit any of its Subsidiaries toRestricted Subsidiary to make, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company (or such Subsidiary Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market valuevalue of the shares or the assets disposed of, as determined in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and not involving the sale of equipment or other assets specifically contemplated by the Company, 's capital expenditure budget previously approved by the Board of the shares and assets subject to such Asset Disposition; Directors; (2ii) at least 75% (or any lesser amount as provided below) of the consideration received by the Company (or such Restricted Subsidiary) consists of (A) cash or readily marketable cash equivalents, (B) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other liabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of such Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary is in into cash or Cash Equivalents (to the form extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), or cash equivalents; (3F) an amount equal to any combination thereof; and (iii) 100% of the Net Available Cash Proceeds from such Asset Disposition is (including from the sale of any marketable cash equivalents received therein) are applied by the Company or such Subsidiary, a Restricted Subsidiary as the case may be: follows: (A) to the extent the Company elects (or is required by the terms of any Debt)first, to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashProceeds, to repayment of Debt of the Company or its Restricted Subsidiaries then outstanding under the Credit Facility which would require such application or which would prohibit payments pursuant to clause (B); or (B) second, to the extent Net Available Proceeds are not required to be applied as specified in clause (A), to purchases of outstanding Notes and other Debt of the Company electsthat ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase (to the extent such an offer is not prohibited by the terms of the Credit Facility then in effect) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to acquire Additional Assets the extent of any remaining Net Available Proceeds following completion of such Offer to Purchase, to any other use as determined by the Company which is not otherwise prohibited by this Tenth Supplemental Indenture and provided further that the 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of such the related Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application Proceeds in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, assets that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes business of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in as such business is conducted prior to such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant (determined by the Board of Directors in good faith) or (ii) to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), extent the Company will purchase Notes tendered pursuant elects to an Asset Disposition Offer by the Company for redeem the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted Proceeds pursuant to their purchaseany of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to purchase Notes (and other First-Priority Stock Secured Debt) Purchase pursuant to this Section 4.6 if subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or the receipt of the Net Available Cash available therefor is less than $100.0 million (which lesser Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to equal the Net Available Cash from any subsequent Asset DispositionProceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Upon completion Each Holder shall be entitled to tender all or any portion of the Notes owned by such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, Holder pursuant to the extent applicableOffer to Purchase, with subject to the requirements requirement that any portion of Section 14(e) a Note tendered must be tendered in an integral multiple of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance$1,000 principal amount.

Asset Dispositions. (a) The Company will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries as a whole shall be governed by the provisions of Article 6 and not by the provisions of this Section 5.05) unless: : (1i) the Company or such Subsidiary receives consideration at the time of such Asset Disposition received is at least equal to the fair market valuevalue of such assets (except as the result of (x) any foreclosure or sale by the lenders under the Credit Agreement or (y) Net Proceeds received from an insurer or a Governmental Authority, as determined the case may be, in good faith by the Companyevent of loss, damage, destruction or condemnation); and (ii) in the case of the shares and assets subject to such Asset Disposition; (2) Dispositions that are not Permitted Asset Swaps, at least 75% of the consideration thereof received in such Asset Disposition by the Company or such Restricted Subsidiary is in the form of cash and Cash Equivalents; provided, however, that for purposes of this Section 5.05(a), the following are deemed to be cash: (x) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary that are assumed by the transferee of any such assets pursuant to any arrangement releasing the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash equivalents;or Cash Equivalents within 90 days after the Asset Disposition (to the extent of the cash received). Table of Contents (3b) Within 365 days after the receipt of any Net Proceeds from an Asset Disposition, the Company or the Restricted Subsidiary making such Asset Disposition, as the case may be, may, at its option, apply such Net Proceeds (i) to permanently reduce Senior Indebtedness or any Indebtedness of the Restricted Subsidiaries of the Company which are not Guarantors, or to purchase the Notes (with the consent of the Holders thereof to the extent required) or Indebtedness ranking pari passu with the Notes (and to correspondingly reduce commitments with respect thereto, to the extent applicable) or (ii) to the acquisition of a controlling interest in another business, the making of Capital Expenditures or the investment in or acquisition of other long-term assets, in each case, in the same or a similar line of business as the Company and its Subsidiaries engaged in at the time such assets were sold or in a business reasonably related, complementing or ancillary thereto or a reasonable expansion thereof. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Dispositions that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Company shall make an offer (an “Asset Sale Offer”) pursuant to Section 4.10 to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiaryoutstanding principal amount thereof, as the case may be: (A) plus accrued and unpaid interest thereon to the extent date of purchase, in accordance with the procedures set forth in Section 4.10; provided, however, that if the Company elects (or is required by the terms of any Debtother Indebtedness (other than Subordinated Indebtedness or Disqualified Capital Stock) of the Company), such Asset Sale Offer may be made ratably to prepay, repay, redeem purchase the Notes and other Indebtedness (other than Subordinated Indebtedness or purchase Senior Debt Disqualified Capital Stock) of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)Company. Upon completion of such an Asset Disposition Offeroffer to purchase, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. Excess Proceeds shall be reset at zero. (c) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6provision. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 provision by virtue of such compliancethereof.

Asset Dispositions. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase (i) Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) or (ii) obligations under the Notes and any other Junior Stock Secured Debt, in either case within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to i) holders of other First-Priority Stock Secured Debt) Debt to purchase Notes (and such other First-Priority Stock Secured Debt or (ii) holders of Junior Stock Secured Debt to purchase such Junior Stock Secured Debt) , in either case pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance.

Asset Dispositions. The Company (a) No Borrower nor any Guarantor (other than the Parent) shall, nor shall permit any of its Subsidiaries to, make any Asset Disposition, including any Sale-Leaseback Transaction, unless either: (i) the Board of Directors of the applicable Borrower, Guarantor (other than the Parent) or Subsidiary has reasonably determined in good faith that the terms of the transaction are fair and reasonable to such Borrower, Guarantor (other than the Parent) or Subsidiary, as the case may be; and within one year after the Asset Disposition such Borrower, Guarantor (other than the Parent) or Subsidiary shall have used any Net Cash Proceeds to (A) replace the properties or assets that were the subject of the Asset Disposition, (B) acquire properties or assets used in the business of such Borrower, Guarantor (other than the Parent) or Subsidiary as conducted on the date of this Agreement or (C) repay all or part of any Indebtedness covered by the Master Guaranty and Intercreditor Agreement (as defined in the Parent Credit Agreement) or any Indebtedness under this Agreement; or (ii) the aggregate assets disposed of by the Borrowers, the Guarantors (other than the Parent) and their respective Subsidiaries in any 12-month period during the term of this Agreement shall not have a value exceeding $10,000,000; and the aggregate assets disposed of by the Borrowers, the Guarantors (other than the Parent) and their respective Subsidiaries on a cumulative basis during the term of this Agreement shall not have a value exceeding $30,000,000, excluding for the purpose of either such limitation the value of any assets transferred to a Subsidiary of the Parent which following such transfer becomes a Guarantor. (b) no Borrower nor any Guarantor (other than the Parent) will notin any event, and no Borrower nor any Guarantor (other than the Parent) will not permit any of its Subsidiaries to, directly or indirectly, consummate sell with recourse, discount (except in the ordinary course of business consistent with past practice to compromise disputes with customers), or otherwise sell for less than the face value thereof or for consideration other than cash, any of their respective accounts receivable. (c) Notwithstanding anything to the contrary set forth in subsection (a) above, in no event may any Borrower, Guarantor (other than the Parent) or Subsidiary of any Borrower or Guarantor (other than the Parent) make any Asset Disposition unless: (1) the Company or such Subsidiary receives consideration at the time of if on a pro forma basis giving effect to such Asset Disposition at least equal the aggregate trailing four quarter EBITDA of the Borrowers, the Guarantors (excluding the Parent) and their respective wholly-owned direct and indirect Subsidiaries (without duplication), excluding the contribution to EBITDA represented by the fair market valueassets proposed to be disposed of, as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% last day of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents; (3) an amount equal most recent Fiscal Quarter ended prior to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be: (A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such proposed Asset Disposition or the receipt of such Net Available Cash; or (B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount would not equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), the Company will purchase Notes tendered pursuant to an Asset Disposition Offer by the Company for the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100least 85% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect aggregate consolidated EBITDA reported as of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for the Closing Date by the terms of such other First-Priority Stock Secured Debt)Offshore Group for the six months ended March 31, in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered2006, then such balance may be used in any manner not prohibited multiplied by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliancetwo.

Asset Dispositions. The Company will notshall not make, and will shall not permit any of its Subsidiaries toRestricted Subsidiary to make, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company (or such Subsidiary Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market valuevalue of the shares or the assets disposed of, as determined in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and not involving the sale of equipment or other assets specifically contemplated by the Company, 's capital expenditure budget previously approved by the Board of the shares and assets subject to such Asset Disposition; Directors; (2ii) at least 75% (or any lesser amount as provided below) of the consideration received by the Company (or such Restricted Subsidiary) consists of (A) cash or readily marketable cash equivalents, (B) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other liabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of such Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary is in into cash or Cash Equivalents (to the form extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), or cash equivalents; (3F) an amount equal to any combination thereof; and (iii) 100% of the Net Available Cash Proceeds from such Asset Disposition is (including from the sale of any marketable cash equivalents received therein) are applied by the Company or such Subsidiary, a Restricted Subsidiary as the case may be: follows: (A) to the extent the Company elects (or is required by the terms of any Debt)first, to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashProceeds, to repayment of Debt of the Company or its Restricted Subsidiaries then outstanding under the Credit Facility which would require such application or which would prohibit payments pursuant to clause (B); or (B) second, to the extent Net Available Proceeds are not required to be applied as specified in clause (A), to purchases of outstanding Notes and other Debt of the Company electsthat ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase (to the extent such an offer is not prohibited by the terms of the Credit Facility then in effect) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to acquire Additional Assets the extent of any remaining Net Available Proceeds following completion of such Offer to Purchase, to any other use as determined by the Company which is not otherwise prohibited by this Eleventh Supplemental Indenture and provided further that the 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of such the related Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application Proceeds in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, assets that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes business of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in as such business is conducted prior to such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant (determined by the Board of Directors in good faith) or (ii) to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), extent the Company will purchase Notes tendered pursuant elects to an Asset Disposition Offer by the Company for redeem the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted Proceeds pursuant to their purchaseany of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to purchase Notes (and other First-Priority Stock Secured Debt) Purchase pursuant to this Section 4.6 if subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or the receipt of the Net Available Cash available therefor is less than $100.0 million (which lesser Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to equal the Net Available Cash from any subsequent Asset DispositionProceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Upon completion Each Holder shall be entitled to tender all or any portion of the Notes owned by such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, Holder pursuant to the extent applicableOffer to Purchase, with subject to the requirements requirement that any portion of Section 14(e) a Note tendered must be tendered in an integral multiple of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance$1,000 principal amount.

Asset Dispositions. The Company will notshall not make, and will shall not permit any of its Subsidiaries toRestricted Subsidiary to make, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company (or such Subsidiary Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market valuevalue of the shares or the assets disposed of, as determined in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and not involving the sale of equipment or other assets specifically contemplated by the Company, ’s capital expenditure budget previously approved by the Board of the shares and assets subject to such Asset Disposition; Directors; (2ii) at least 75% (or any lesser amount as provided below) of the consideration received by the Company (or such Restricted Subsidiary) consists of (A) cash or readily marketable cash equivalents, (B) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other liabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of such Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary is in into cash or Cash Equivalents (to the form extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), or cash equivalents; (3F) an amount equal to any combination thereof; and (iii) 100% of the Net Available Cash Proceeds from such Asset Disposition is (including from the sale of any marketable cash equivalents received therein) are applied by the Company or such Subsidiary, a Restricted Subsidiary as the case may be: follows: (A) to the extent the Company elects (or is required by the terms of any Debt)first, to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashProceeds, to repayment of Debt of the Company or its Restricted Subsidiaries then outstanding under the Credit Facility which would require such application or which would prohibit payments pursuant to clause (B); or (B) second, to the extent Net Available Proceeds are not required to be applied as specified in clause (A), to purchases of outstanding Notes and other Debt of the Company electsthat ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase (to the extent such an offer is not prohibited by the terms of the Credit Facility then in effect) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to acquire Additional Assets the extent of any remaining Net Available Proceeds following completion of such Offer to Purchase, to any other use as determined by the Company which is not otherwise prohibited by this Seventeenth Supplemental Indenture, and provided further that the 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company’s Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds (“Reinvested Amounts”) are invested or committed to be invested within one year from the later of the date of such the related Asset Disposition or the receipt of such Net Available Cash; and (4) to the extent of the balance of such Net Available Cash after application Proceeds in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, assets that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “acceptable commitment”); provided, further, that if any acceptable commitment is later canceled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (4) above. Notwithstanding the foregoing provisions of the preceding paragraph, the Company and such Subsidiaries will not be required to apply any Net Available Cash in accordance with the preceding paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to the preceding paragraph which is not applied in accordance with the preceding paragraph exceeds $100.0 million. Pending application of Net Available Cash pursuant to this Section 4.6, such Net Available Cash may be used in any other manner not prohibited by the Indenture. For purposes business of this Section 4.6, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Debt or other liabilities of the Company or any Subsidiary and the release of the Company or such Subsidiary from all liability on such Debt or other liability in connection with such Asset Disposition; (2) securities or other obligations received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (3) Additional Assets; and (4) Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in as such business is conducted prior to such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant (determined by the Board of Directors in good faith) or (ii) to this proviso that is at that time outstanding, not to exceed 5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the event of an Asset Disposition that requires the purchase of Notes (and other First-Priority Stock Secured Debt), extent the Company will purchase Notes tendered pursuant elects to an Asset Disposition Offer by the Company for redeem the Notes (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the event such other First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of such other First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the terms of such other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 hereof. If there remains a balance of Net Available Cash after purchasing all securities tendered, then such balance may be used in any manner not prohibited by the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted Proceeds pursuant to their purchaseany of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. The Company shall not be required to make such an comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to purchase Notes (and other First-Priority Stock Secured Debt) Purchase pursuant to this Section 4.6 if subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the “Offer Document”) by the Company, by first class mail, to Holders of the Notes within 30 days after the date which is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or the receipt of the Net Available Cash available therefor is less than $100.0 million (which lesser Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to equal the Net Available Cash from any subsequent Asset DispositionProceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Upon completion Each Holder shall be entitled to tender all or any portion of the Notes owned by such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such Asset Disposition Offer. The Company will comply, Holder pursuant to the extent applicableOffer to Purchase, with subject to the requirements requirement that any portion of Section 14(e) a Note tendered must be tendered in an integral multiple of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.3 hereof or this Section 4.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.3 hereof or this Section 4.6 by virtue of such compliance$1,000 principal amount.