Common use of Limitation on Asset Sales and Sales of Subsidiary Stock Clause in Contracts

Limitation on Asset Sales and Sales of Subsidiary Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, businesses or assets, including by merger or consolidation or sale and leaseback transaction, and including any sale or other transfer or issuance of any Capital Stock of any Restricted Subsidiary of the Company, whether by the Company or a Restricted Subsidiary (an "Asset Sale"), unless (1)(a) within one year after the date of such Asset Sale, an amount equal to the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied to the optional redemption of the Securities in accordance with the terms of this Indenture and other Indebtedness of the Company ranking on a parity with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding or to the repurchase of the Securities and such other Indebtedness pursuant to an irrevocable, unconditional offer (the "Asset Sale Offer") to repurchase such Indebtedness at a purchase price (the "Asset Sale Offer Price") of 100% of the principal amount thereof in the case of the Securities or 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) of such Indebtedness, plus, in each case, accrued interest to the date of payment, made within one year of such Asset Sale, or (b) within one year of such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in tangible assets and property (other than notes, obligations or securities), which in the good faith reasonable judgment of the Company are of a type used in a Related Business, or Capital Stock of a Person (which, if such Person becomes a Subsidiary of the Company by virtue of such Asset Sale, shall initially be designated a Restricted Subsidiary) all or substantially all of whose assets and property (in the good faith reasonable judgment of the Company) are of a type used in a Related Business (provided that, with respect to such Capital Stock, all of the requirements of the last proviso of clause (v) of the following paragraph shall have been satisfied) or (ii) used to permanently retire Senior Indebtedness of the Company or any Guarantor or Indebtedness of any Restricted Subsidiary (which is not a Guarantor), (2) with respect to any transaction or related series of transactions of securities, property or assets with an aggregate Fair Market Value in excess of $2,500,000, at least 75% of the value of consideration for the assets disposed of in such Asset Sale (excluding (a) Senior Indebtedness under a bank credit facility (and any Refinancing Indebtedness issued to refinance any such Indebtedness) or any Indebtedness of a Restricted Subsidiary in each case that is assumed by a transferee which assumption permanently reduces the amount of Indebtedness outstanding on the Issue Date and permitted to have been Incurred pursuant to Section 4.11 (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (b) Purchase Money Indebtedness secured exclusively by the assets subject to such Asset Sale which is assumed by a transferee and (c) marketable securities that are promptly converted into cash or Cash Equivalents) consists of cash or Cash Equivalents, provided that any cash or Cash Equivalents received within 12 months following any such Asset Sale upon conversion of any property or assets (other than in the form of cash or Cash Equivalents) received in consideration of such Asset Sale shall be applied promptly in the manner required of Net Cash Proceeds of any such Asset Sale as set forth above (provided further that the Company and its Restricted Subsidiaries shall not be required to receive any cash in connection with the transfer or contribution of assets to a joint venture), and (3) the Board of Directors of the Company determines in good faith that the Company or such Restricted Subsidiary, as applicable, would receive Fair Market Value in consideration of such Asset Sale. An Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in (1)(b) above exceeds $15,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement and no longer, except as otherwise required by applicable law (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount, plus an amount equal to accrued interest to the purchase of all Indebtedness properly tendered (on a pro rata basis as described above if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest). Notwithstanding the foregoing provisions of the prior paragraph:

Limitation on Asset Sales and Sales of Subsidiary Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, businesses or assets, including by merger or consolidation or sale and leaseback transaction, and including any sale or other transfer or issuance of any Capital Stock of any Restricted Subsidiary of the CompanySubsidiary, whether by the Company or a Restricted Subsidiary other than any single transaction or a series of related transactions that involves properties, businesses or assets having a Fair Market Value of less than $10,000,000, as determined in good faith by the Company's Board of Directors (an "Asset Sale"), unless (1)(a1) either (a) within one year after the date of such Asset Sale, an amount equal to the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied to the optional redemption of the Securities in accordance with the terms of this Indenture and other Indebtedness of the Company ranking on a parity with the Securities from time to time outstanding (including the 2013 Senior Notes) with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding or to the repurchase of the Securities and such other Indebtedness pursuant to an irrevocable, unconditional offer (the "Asset Sale Offer") to repurchase such Indebtedness at a purchase price (the "Asset Sale Offer Price") of 100% of the principal amount thereof in the case of the Securities or 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) of such Indebtedness, plus, in each case, accrued interest to the date of payment, made within one year of such Asset Sale, or (b) within one year of such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in tangible assets and property (other than notes, obligations or securities), which in the good faith reasonable judgment of the Company are of a type used in a Related Business, or Capital Stock of a Person (which, if such Person becomes a Subsidiary of the Company by virtue of such Asset Sale, shall initially be designated a Restricted Subsidiary) all or substantially all of whose assets and property (in the good faith reasonable judgment of the Company) are of a type used in a Related Business (provided that, with respect to such Capital Stock, all of the requirements of the last proviso of clause (v) of the following third paragraph of this Section 4.14 shall have been satisfied) or (ii) used to permanently retire Senior Indebtedness of the Company Company, Centennial PR or any Guarantor that is, in each case, Pari Passu Indebtedness or Indebtedness of any Restricted Subsidiary (which is not a Guarantor)Priority Indebtedness, (2) with respect to any transaction or related series of transactions of securities, property or assets with an aggregate Fair Market Value in excess of $2,500,000, at least 75% of the value of consideration for the assets disposed of in such Asset Sale (excluding (a) Senior Indebtedness of the Company, Centennial PR or any Guarantor that is Pari Passu Indebtedness under a bank credit facility (and any Refinancing Indebtedness issued to refinance any such Indebtedness) or any Priority Indebtedness of a Restricted Subsidiary in each case that is assumed by a transferee which assumption permanently reduces the amount of Indebtedness outstanding on the Issue Date and permitted to have been Incurred pursuant to Section 4.11 (including that in the case of a revolver revolving credit facility or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (b) Purchase Money Indebtedness secured exclusively by the assets subject to such Asset Sale Sale, which is assumed by a transferee and (c) marketable securities that are promptly converted into cash or Cash Equivalents) consists of cash or Cash Equivalents, provided that any cash or Cash Equivalents received within 12 months following any such Asset Sale upon conversion of any property or assets (other than in the form of cash or Cash Equivalents) received in consideration of such Asset Sale shall be applied promptly in the manner required of Net Cash Proceeds of any such Asset Sale as set forth above (provided further that the Company and its Restricted Subsidiaries shall not be required to receive any cash in connection with the transfer or contribution of assets to a joint venture), and (3) the Board of Directors of the Company determines in good faith that the Company or such Restricted Subsidiary, as applicable, would receive Fair Market Value in consideration of such Asset Sale. An Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in (1)(b) above exceeds $15,000,000 20,000,000, the aggregate amount of accumulated Net Cash Proceeds not used for purposes permitted and that each within the time period by this Section 4.14 being referred to as the "Accumulated Amount". Each Asset Sale Offer shall remain open for 20 Business Days following its commencement and no longer, except as otherwise required by applicable law (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount, plus an amount equal to accrued interest to the purchase of all Indebtedness properly tendered (on a pro rata basis as described above if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest). Notwithstanding the foregoing provisions of the prior paragraphtwo paragraphs and subparagraphs (1), (2) and (3) above:

Limitation on Asset Sales and Sales of Subsidiary Stock. The Following the Issue Date, the Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, businesses or assets, including by merger or consolidation or sale and leaseback transaction, and including any sale or other transfer or issuance of any Capital Stock of any Restricted Subsidiary of the Company, whether by the Company or a Restricted Subsidiary (to engage in an "Asset Sale"), Sale unless (1)(aa) within one year after the date of such Asset SaleSale is for Fair Market Value, an amount equal to the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied to the optional redemption of the Securities in accordance with the terms of this Indenture and other Indebtedness of the Company ranking on a parity with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding or to the repurchase of the Securities and such other Indebtedness pursuant to an irrevocable, unconditional offer (the "Asset Sale Offer") to repurchase such Indebtedness at a purchase price (the "Asset Sale Offer Price") of 100% of the principal amount thereof in the case of the Securities or 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) of such Indebtedness, plus, in each case, accrued interest to the date of payment, made within one year of such Asset Sale, or (b) within one year of such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in tangible assets and property (other than notes, obligations or securities), which in the good faith reasonable judgment of the Company are of a type used in a Related Business, or Capital Stock of a Person (which, if such Person becomes a Subsidiary of the Company by virtue of such Asset Sale, shall initially be designated a Restricted Subsidiary) all or substantially all of whose assets and property (in the good faith reasonable judgment of the Company) are of a type used in a Related Business (provided that, with respect to such Capital Stock, all of the requirements of the last proviso of clause (v) of the following paragraph shall have been satisfied) or (ii) used to permanently retire Senior Indebtedness of the Company or any Guarantor or Indebtedness of any Restricted Subsidiary (which is not a Guarantor), (2) with respect to any transaction or related series of transactions of securities, property or assets with an aggregate Fair Market Value in excess of $2,500,000, at least 75% of the value of the consideration for the assets disposed of in such Asset Sale (excluding (a) Senior Indebtedness under a bank credit facility (and any Refinancing Indebtedness issued to refinance any such Indebtedness) or any Indebtedness of a Restricted Subsidiary in each case that is assumed by a transferee which assumption permanently reduces the amount of Indebtedness outstanding on the Issue Date and permitted to have been Incurred pursuant to Section 4.11 (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (b) Purchase Money Indebtedness secured exclusively by the assets subject to such Asset Sale which is assumed by a transferee and (c) marketable securities that are promptly converted into cash or Cash Equivalents) consists of (1) cash or Cash Equivalents, provided (2) the assumption by the transferee (and release of the Company or the relevant Restricted Subsidiary, as the case may be) of Pari Passu Indebtedness of the Company or Pari Passu Indebtedness of any Restricted Subsidiary, or (3) notes, obligations or other marketable securities (collectively "Marketable Securities") that any are converted within 30 days after the consummation of such Asset Sale into cash or Cash Equivalents received within 12 months following any and (c) the Net Cash Proceeds therefrom are, at the Company's option and, to the extent it so elects, applied on or prior to the date that is 365 days after the date of such Asset Sale: (1) to the repayment of Indebtedness under the Credit Agreement or other First Lien Obligations (which payment permanently reduces the commitment thereunder); (2) to the repurchase of the Securities or Applicable Pari Passu Indebtedness, pursuant to an offer to purchase (an "Asset Sale upon conversion Offer") described below; (3) to the making of any property capital expenditures or other acquisitions of long-term assets (other than Capital Stock) that are used or useful in the form of cash or Cash Equivalents) received in consideration of such Asset Sale shall be applied promptly in the manner required of Net Cash Proceeds of any such Asset Sale as set forth above (provided further a Wireless Communications Business that the Company and its Restricted Subsidiaries shall not be required to receive any cash in connection with the transfer or contribution of assets to a joint venture), and (3) the Board of Directors of the Company determines in good faith that is owned wholly by the Company or such Restricted Subsidiary, as applicable, would receive Fair Market Value in consideration of such Asset Sale. An Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied any Guarantor; (4) to the uses set forth in (1)(b) above exceeds $15,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement and no longer, except as otherwise required acquisition by applicable law (the "Asset Sale Offer Period"). Upon expiration Company or any Guarantor of all or substantially all of the Asset Sale Offer Periodassets of, or Capital Stock representing a majority of the Company shall apply Voting Power of, an entity engaged primarily in a Wireless Communications Business; or (5) any combination of the Asset Sale Offer Amount, plus an amount equal to accrued interest to the purchase of all Indebtedness properly tendered (on a pro rata basis as described above if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest)foregoing. Notwithstanding the foregoing provisions of the prior paragraph:

Limitation on Asset Sales and Sales of Subsidiary Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, businesses or assets, including by merger or consolidation or sale and leaseback transactionconsolidation, and including any sale or other transfer or issuance of any Capital Stock of any Restricted Subsidiary of the Company, whether by the Company or a Restricted Subsidiary (an "Asset Sale"), unless (1)(a) within one year after the date of such Asset Sale, an amount equal to the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied (i) to the optional redemption of the Securities in accordance with the terms of Article III of this Indenture and other Indebtedness of the Company ranking on a parity with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding or (ii) to the repurchase of the Securities and such other Indebtedness pursuant to an irrevocable, unconditional offer (the "Asset Sale Offer") to repurchase such Indebtedness at a purchase price (the "Asset Sale Offer Price") of 100% of the principal amount thereof in the case of the Securities or 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) of such Indebtedness, plus, in each case, accrued interest to the date of payment, made within one year of such Asset Sale, Sale or (b) within one year of such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in tangible assets and property (other than notes, obligations or securities), which in the good faith reasonable judgment of the Board of Directors of the Company are of a type used in a Related Business, or Capital Stock of a Person (which, if such Person becomes a Subsidiary of the Company by virtue of such Asset Sale, shall initially be designated a Restricted Subsidiary) all or substantially all of whose assets and property (in the good faith reasonable judgment of the Board of Directors of the Company) are of a type used in a Related Business (provided that, with respect to such Capital Stock, all of the requirements of the last proviso of clause (v) of the following paragraph shall have been satisfied) or (ii) used to permanently retire Senior Indebtedness of the Company or any Guarantor or Indebtedness of any Restricted Subsidiary (which is not a Guarantor)Subsidiary, (2) with respect to any transaction or related series of transactions of securities, property or assets with an aggregate Fair Market Value fair market value in excess of $2,500,000, at least 75% of the value of consideration for the assets disposed of in such Asset Sale (excluding (a) Senior Indebtedness under a bank credit facility (and any Refinancing Indebtedness issued to refinance any such Indebtedness) or any Indebtedness of a Restricted Subsidiary in each case that is assumed by a transferee which assumption permanently reduces the amount of Indebtedness outstanding on the Issue Date and permitted to have been Incurred pursuant to Section 4.11 (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (b) Purchase Money Indebtedness secured exclusively by the assets subject to such Asset Sale which is assumed by a transferee and (c) marketable securities that are promptly converted into cash or Cash Equivalents) consists of cash or Cash Equivalents, provided that any cash or Cash Equivalents received within 12 months following any such Asset Sale upon conversion of any property or assets (other than in the form of cash or Cash Equivalents) received in consideration of such Asset Sale shall be applied promptly in the manner required of Net Cash Proceeds of any such Asset Sale as set forth above above, (provided further that the Company and its Restricted Subsidiaries 3) no Default or Event of Default shall not occur or be required to receive any cash in connection with the transfer or contribution of assets to continuing after giving effect to, on a joint venture)pro forma basis, such Asset Sale, and (34) the Board of Directors of the Company determines in good faith that the Company or such Restricted Subsidiary, as applicable, would receive Fair Market Value fair market value in consideration of such Asset Sale. An Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in (1)(b) above exceeds $15,000,000 5,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement and no longer, except as otherwise required by applicable law (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount, plus an amount equal to accrued interest to the purchase of all Indebtedness properly tendered (on a pro rata basis as described above if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest). Notwithstanding the foregoing provisions of the prior paragraph:

Limitation on Asset Sales and Sales of Subsidiary Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, after the Issue Date, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, businesses or assets, including by merger or consolidation or sale and leaseback transactionconsolidation, and including any sale or other transfer or issuance of any Capital Stock of any Restricted Subsidiary of the Company, whether by the Company or a Restricted Subsidiary (an "Asset Sale"), unless (1)(a) within one year 360 days after the date of such Asset Sale, an amount equal to the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied to the optional redemption of the Securities in accordance with the terms of Article 3 of this Indenture and Paragraph 5(a) of the Securities and other Indebtedness of the Company ranking on a parity with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding or to the repurchase of the Securities and such other Indebtedness pursuant to an irrevocable, unconditional offer (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding) (the "Asset Sale Offer") to repurchase such Indebtedness at a purchase price (the "Asset Sale Offer Price") of 100% of the principal amount thereof in the case of the Securities or 100% of the principal amount of such other Indebtedness (or accreted value in the case of Indebtedness issued with an original issue discount) of such Indebtedness, plus, in each case, accrued interest to the date of payment, payment made within one year 330 days of such Asset Sale, or (b) within one year 330 days of such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in tangible assets and property (other than notes, obligations or securities), which in the good faith reasonable judgment of the Board of Directors of the Company are of a type used in a Related Business, or Capital Stock of a Person (which, if such Person becomes a Subsidiary of the Company by virtue of such Asset Sale, shall initially be designated a Restricted Subsidiary) all or substantially all of whose assets and property (in the good faith reasonable judgment of the Board of Directors of the Company) are of a type used in a Related Business (provided that, with respect to such Capital Stock, all of the requirements of the last proviso of clause (v) of the following paragraph shall have been satisfied) or (ii) used to retire permanently retire Senior Indebtedness of the Company or any Guarantor or Indebtedness of any a Restricted Subsidiary (which is not a Guarantor)Subsidiary, (2) with respect to any transaction or related series of transactions of securities, property or assets with an aggregate Fair Market Value fair market value in excess of $2,500,0001,000,000, at least 75% of the value of consideration for the assets disposed of in such Asset Sale (excluding (a) Senior Indebtedness under a bank credit facility (and any Refinancing Indebtedness issued to refinance any such Indebtedness) or any the Indebtedness of a any Restricted Subsidiary in each case that is assumed by a transferee which assumption permanently reduces the amount of Indebtedness outstanding on the Issue Date and permitted to have been Incurred pursuant to Section 4.11 4.12 (including includ ing that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (b) Purchase Pur chase Money Indebtedness secured exclusively by the assets subject to such Asset Sale which is assumed by a transferee and (c) marketable securities that are promptly converted into cash or Cash Equivalents) consists of cash or Cash Equivalents, provided that any cash or Cash Equivalents received within 12 months following any such Asset Sale upon conversion of any property or assets (other than in the form of cash or Cash Equivalents) received in consideration of such Asset Sale shall be applied promptly in the manner required of Net Cash Proceeds of any such Asset Sale as set forth above above, (provided further that 3) no Default or Event of De fault shall occur or be continuing after giving effect to, on a pro forma basis, such Asset Sale, unless such Asset Sale is in consideration solely of cash or Cash Equivalents and such consideration is applied immediately to the Company and its Restricted Subsidiaries shall not be required permanent reduction of the principal amount of Indebtedness outstanding pursuant to receive any cash in connection with the transfer or contribution of assets to a joint venture)Credit Agreement, and (34) the Board of Directors of the Company determines in good faith that the Company or such Restricted Subsidiary, as applicable, would receive Fair Market Value fair market value in consideration of such Asset Sale. An Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in (1)(b) above exceeds $15,000,000 5,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement and no longer, except as otherwise required by applicable law (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount, plus an amount equal to accrued interest to the purchase of all Indebtedness properly tendered (on a pro rata basis as described above if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest). Notwithstanding the foregoing provisions of the prior paragraph:

Limitation on Asset Sales and Sales of Subsidiary Stock. The Following the Issue Date, the Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, businesses or assets, including by merger or consolidation or sale and leaseback transaction, and including any sale or other transfer or issuance of any Capital Stock of any Restricted Subsidiary of the Company, whether by the Company or a Restricted Subsidiary (to engage in an "Asset Sale"), Sale unless (1)(aa) within one year after the date of such Asset SaleSale is for Fair Market Value, an amount equal to the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied to the optional redemption of the Securities in accordance with the terms of this Indenture and other Indebtedness of the Company ranking on a parity with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding or to the repurchase of the Securities and such other Indebtedness pursuant to an irrevocable, unconditional offer (the "Asset Sale Offer") to repurchase such Indebtedness at a purchase price (the "Asset Sale Offer Price") of 100% of the principal amount thereof in the case of the Securities or 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) of such Indebtedness, plus, in each case, accrued interest to the date of payment, made within one year of such Asset Sale, or (b) within one year of such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in tangible assets and property (other than notes, obligations or securities), which in the good faith reasonable judgment of the Company are of a type used in a Related Business, or Capital Stock of a Person (which, if such Person becomes a Subsidiary of the Company by virtue of such Asset Sale, shall initially be designated a Restricted Subsidiary) all or substantially all of whose assets and property (in the good faith reasonable judgment of the Company) are of a type used in a Related Business (provided that, with respect to such Capital Stock, all of the requirements of the last proviso of clause (v) of the following paragraph shall have been satisfied) or (ii) used to permanently retire Senior Indebtedness of the Company or any Guarantor or Indebtedness of any Restricted Subsidiary (which is not a Guarantor), (2) with respect to any transaction or related series of transactions of securities, property or assets with an aggregate Fair Market Value in excess of $2,500,000, at least 75% of the value of the consideration for the assets disposed of in such Asset Sale (excluding (a) Senior Indebtedness under a bank credit facility (and any Refinancing Indebtedness issued to refinance any such Indebtedness) or any Indebtedness of a Restricted Subsidiary in each case that is assumed by a transferee which assumption permanently reduces the amount of Indebtedness outstanding on the Issue Date and permitted to have been Incurred pursuant to Section 4.11 (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (b) Purchase Money Indebtedness secured exclusively by the assets subject to such Asset Sale which is assumed by a transferee and (c) marketable securities that are promptly converted into cash or Cash Equivalents) consists of (1) cash or Cash Equivalents, provided (2) the assumption by the transferee (and release of the Company or the relevant Restricted Subsidiary, as the case may be) of Senior Indebtedness of the Company or Indebtedness of any Restricted Subsidiary, or (3) notes, obligations or other marketable securities (collectively "Marketable Securities") that any are converted within 30 days after the consummation of such Asset Sale into cash or Cash Equivalents received within 12 months following any and (c) the Net Cash Proceeds therefrom are, at the Company's option and, to the extent it so elects, applied on or prior to the date that is 365 days after the date of such Asset Sale upon conversion Sale: (1) to the repayment of Indebtedness under the Credit Agreement (which payment permanently reduces the commitment thereunder); (2) to the repurchase of the Securities or other Senior Indebtedness of the Company or Indebtedness of any property Restricted Subsidiary containing similar provisions with respect to the repurchase of such Indebtedness with the net proceeds of asset sales, pursuant to an offer to purchase (an "Asset Sale Offer") described below; (3) to the making of capital expenditures or other acquisitions of long-term assets (other than Capital Stock) that are used or useful in the form of cash or Cash Equivalents) received in consideration of such Asset Sale shall be applied promptly in the manner required of Net Cash Proceeds of any such Asset Sale as set forth above (provided further a Wireless Communications Business that the Company and its Restricted Subsidiaries shall not be required to receive any cash in connection with the transfer or contribution of assets to a joint venture), and (3) the Board of Directors of the Company determines in good faith that is owned wholly by the Company or such any of its Restricted Subsidiary, as applicable, would receive Fair Market Value in consideration of such Asset Sale. An Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied Subsidiaries; (4) to the uses set forth in (1)(b) above exceeds $15,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement and no longer, except as otherwise required by applicable law (the "Asset Sale Offer Period"). Upon expiration acquisition of all or substantially all of the Asset Sale Offer Periodassets of, or Capital Stock representing a majority of the Company shall apply Voting Power of, an entity engaged primarily in a Wireless Communications Business; or (5) any combination of the Asset Sale Offer Amount, plus an amount equal to accrued interest to the purchase of all Indebtedness properly tendered (on a pro rata basis as described above if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest)foregoing. Notwithstanding the foregoing provisions of the prior paragraph:

Limitation on Asset Sales and Sales of Subsidiary Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, after the Issue Date, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, businesses or assets, including by merger or consolidation or sale and leaseback transactionconsolidation, and including any sale or other transfer or issuance of any Capital Stock of any Restricted Subsidiary of the Company, whether by the Company or a Restricted Subsidiary (an "Asset Sale"), unless (1)(a) within one year 360 days after the date of such Asset Sale, an amount equal to the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied to the optional redemption of the Securities in accordance with the terms of Article III of this Indenture and Paragraph 5 of the Securities and other Indebtedness of the Company ranking on a parity pari passu in right of payment with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding or to the repurchase of the Securities and such other Indebtedness pursuant to an irrevocable, unconditional offer (the "Asset Sale Offer") to repurchase such Indebtedness at a purchase price (the "Asset Sale Offer Price") of 100% of the principal amount thereof in the case of the Securities or 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) of such Indebtedness, plus, in each case, accrued interest to the date of payment, made within one year 330 days of such Asset Sale, Sale or (b) within one year 330 days of such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in tangible assets and property (other than notes, obligations or securities), which in the good faith reasonable judgment of the Board of Directors of the Company are of a type used in a Related Business, or Capital Stock of a Person (which, if such Person becomes a Subsidiary of the Company by virtue of such Asset Sale, shall initially be designated a Restricted Subsidiary) all or substantially all of whose assets and property (in the good faith reasonable judgment of the Board of Directors of the Company) are of a type used in a Related Business (provided that, with respect to such Capital Stock, all of the requirements of the last proviso of clause (v) of the following paragraph shall have been satisfied) or (ii) used to permanently retire Senior Indebtedness of the Company or any Guarantor or Indebtedness of any Restricted Subsidiary (which is not a Guarantor)Indebtedness, (2) with respect to any transaction or related series of transactions of securities, property or assets with an aggregate Fair Market Value fair market value in excess of $2,500,0001,000,000, at least 75% of the value of consideration for the assets disposed of in such Asset Sale (excluding (a) Senior Indebtedness under a bank credit facility (and any Refinancing Indebtedness issued to refinance any such Indebtedness) or any Indebtedness of a Restricted Subsidiary in each case that is assumed by a transferee which assumption permanently reduces the amount of Indebtedness outstanding on the Issue Date and permitted to have been Incurred pursuant to Section 4.11 (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (b) Purchase Money Indebtedness secured exclusively by the assets subject to such Asset Sale which is assumed by a transferee and (c) marketable securities that are promptly converted into cash or Cash Equivalents) consists of cash or Cash Equivalents, provided that any cash or Cash Equivalents received within 12 months following any such Asset Sale upon conversion of any property or assets (other than in the form of cash or Cash Equivalents) received in consideration of such Asset Sale shall be applied promptly in the manner required of Net 57 Cash Proceeds of any such Asset Sale as set forth above above, (provided further that the Company and its Restricted Subsidiaries 3) no Default or Event of Default shall not occur or be required to receive any cash in connection with the transfer or contribution of assets to continuing after giving effect to, on a joint venture)pro forma basis, such Asset Sale, and (34) the Board of Directors of the Company determines in good faith that the Company or such Restricted Subsidiary, as applicable, would receive Fair Market Value fair market value in consideration of such Asset Sale. An Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in (1)(b) above exceeds $15,000,000 5,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement and no longer, except as otherwise required by applicable law (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount, plus an amount equal to accrued interest to the purchase of all Indebtedness properly tendered (on a pro rata basis as described discussed above if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest). Notwithstanding the foregoing provisions of the prior paragraph:

Limitation on Asset Sales and Sales of Subsidiary Stock. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, businesses or assets, including by merger or consolidation or sale and leaseback transaction, and including any sale or other transfer or issuance of any Capital Stock of any Restricted Subsidiary of the CompanySubsidiary, whether by the Company Issuer or a Restricted Subsidiary other than any single transaction or a series of related transactions that involves properties, businesses or assets having a Fair Market Value of less than $10,000,000, as determined in good faith by the Issuer's Board of Directors (an "Asset Sale"), unless (1)(a1) either (a) within one year after the date 395 days of such Asset Sale, an amount equal to the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied to the optional redemption repurchase of the Securities in accordance with the terms of this Indenture and other Indebtedness of the Company Issuer ranking on a parity with the Securities from time to time outstanding (including the 2013 Floating Rate Securities, the 2013 Senior Notes and the 2014 Senior Notes) with similar provisions requiring the Company Issuer or a Restricted Subsidiary of the Issuer to make an offer to purchase or to redeem such Indebtedness with the proceeds from asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding or to the repurchase of the Securities and such other Indebtedness sales pursuant to an irrevocable, unconditional offer (the "Asset Sale Offer") to repurchase such Indebtedness at a purchase price (the "Asset Sale Offer Price") of 100% of the principal amount thereof in the case of the Securities or 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) of such Indebtedness, plus, in each case, accrued interest to the date of payment, made within one year 395 days of such Asset Sale, or (b) within one year 395 days of such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary reasonable closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in tangible assets and property (other than notes, obligations or securities), which in the good faith reasonable judgment of the Company Issuer are of a type used in a Related Business, or Capital Stock of a Person (which, if such Person becomes a Subsidiary of the Company Issuer by virtue of such Asset Sale, shall initially be designated a Restricted Subsidiary) all or substantially all of whose assets and property (in the good faith reasonable judgment of the CompanyIssuer) are of a type used in a Related Business (provided that, with respect to such Capital Stock, all of the requirements of the last proviso of clause (v) of the following third paragraph of this Section 4.13 shall have been satisfied) or ), (ii) used to permanently retire Senior Indebtedness of the Company Issuer or any Guarantor that is, in each case, Pari Passu Indebtedness or Priority Indebtedness, or (iii) used to permanently retire Indebtedness of CCOC or Centennial PR or any Restricted Subsidiary of CCOC or Centennial PR (including Indebtedness with respect to which the Issuer is not a Guarantorco-obligor), (2) with respect to any transaction or related series of transactions of securities, property or assets with an aggregate Fair Market Value in excess of $2,500,0005,000,000, at least 75% of the value of consideration for the assets disposed of in such Asset Sale (excluding (a) Senior Indebtedness of the Issuer or any Guarantor that is Pari Passu Indebtedness under a bank credit facility (and any Refinancing Indebtedness issued to refinance any such Indebtedness) or any Priority Indebtedness of a Restricted Subsidiary in each case that is assumed by a transferee which assumption permanently reduces the amount of Indebtedness outstanding on the Issue Date and permitted to have been Incurred pursuant to Section 4.11 4.10 (including that in the case of a revolver revolving credit facility or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (b) Purchase Money Indebtedness secured exclusively by the assets subject to such Asset Sale Sale, which is assumed by a transferee and (c) marketable securities that are promptly converted into cash or Cash EquivalentsEquivalents within 180 days and (d) consists tangible assets and property (other than notes, obligations or securities), which in the good faith reasonable judgment of cash or Cash Equivalentsthe Board of Directors of the Issuer are of a type used in a Related Business), provided that any cash or Cash Equivalents received within 12 months following any such Asset Sale upon conversion of any property or assets (other than in the form of cash or Cash Equivalents) received in consideration of such Asset Sale shall be applied promptly in the manner required of an amount equal to the Net Cash Proceeds of any such Asset Sale as set forth above (provided further that the Company Issuer and its Restricted Subsidiaries shall not be required to receive any cash in connection with the transfer or contribution of assets to a joint venture), and (3) the Board of Directors of the Company Issuer determines in good faith that the Company Issuer or such Restricted Subsidiary, as applicable, would receive Fair Market Value in consideration of such Asset Sale. An Asset Sale Offer may be deferred until an amount equal to the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in (1)(b) above exceeds $15,000,000 20,000,000, such amount not used for purposes permitted and that each within the time period by this Section 4.13 being referred to as the "Accumulated Amount". Each Asset Sale Offer shall remain open for 20 Business Days following its commencement and no longer, except as otherwise required by applicable law (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company Issuer shall apply the Asset Sale Offer Amount, plus an amount equal to accrued interest to to, but not including, the date of the purchase of all Indebtedness properly tendered tendered, (on a pro rata basis as described above if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest). Notwithstanding the foregoing provisions of the prior paragraphtwo paragraphs and subparagraphs (1), (2) and (3) above:

Limitation on Asset Sales and Sales of Subsidiary Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, businesses or assets, including by merger or consolidation or sale and leaseback transaction, and including any sale or other transfer or issuance of any Capital Stock of any Restricted Subsidiary of the Company, whether by the Company or a Restricted Subsidiary (an "Asset Sale"), unless (1)(a1) either (a) within one year after the date of such Asset Sale, an amount equal to the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied to the optional redemption of the Securities in accordance with the terms of this Indenture and other Indebtedness of the Company ranking on a parity with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding or to the repurchase of the Securities and such other Indebtedness pursuant to an irrevocable, unconditional offer (the "Asset Sale Offer") to repurchase such Indebtedness at a purchase price (the "Asset Sale Offer Price") of 100% of the principal amount thereof in the case of the Securities or 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) of such Indebtedness, plus, in each case, accrued interest to the date of payment, made within one year of such Asset Sale, or (b) within one year of such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in tangible assets and property (other than notes, obligations or securities), which in the good faith reasonable judgment of the Company are of a type used in a Related Business, or Capital Stock of a Person (which, if such Person becomes a Subsidiary of the Company by virtue of such Asset Sale, shall initially be designated a Restricted Subsidiary) all or substantially all of whose assets and property (in the good faith reasonable judgment of the Company) are of a type used in a Related Business (provided that, with respect to such Capital Stock, all of the requirements of the last proviso of clause (v) of the following paragraph shall have been satisfied) or (ii) used to permanently retire Senior Indebtedness of the Company or any Guarantor that is Pari Passu Indebtedness or Indebtedness of any Restricted Subsidiary (which is not a Guarantor)Priority Indebtedness, (2) with respect to any transaction or related series of transactions of securities, property or assets with an aggregate Fair Market Value in excess of $2,500,000, at least 75% of the value of consideration for the assets disposed of in such Asset Sale (excluding (a) Senior Indebtedness of the Company or any Guarantor that is Pari Passu Indebtedness under a bank credit facility (and any Refinancing Indebtedness issued to refinance any such Indebtedness) or any Priority Indebtedness of a Restricted Subsidiary in each case that is assumed by a transferee which assumption permanently reduces the amount of Indebtedness outstanding on the Issue Date and permitted to have been Incurred pursuant to Section 4.11 (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (b) Purchase Money Indebtedness secured exclusively by the assets subject to such Asset Sale which is assumed by a transferee and (c) marketable securities that are promptly converted into cash or Cash Equivalents) consists of cash or Cash Equivalents, provided that any cash or Cash Equivalents received within 12 months following any such Asset Sale upon conversion of any property or assets (other than in the form of cash or Cash Equivalents) received in consideration of such Asset Sale shall be applied promptly in the manner required of Net Cash Proceeds of any such Asset Sale as set forth above (provided further that the Company and its Restricted Subsidiaries shall not be required to receive any cash in connection with the transfer or contribution of assets to a joint venture), and (3) the Board of Directors of the Company determines in good faith that the Company or such Restricted Subsidiary, as applicable, would receive Fair Market Value in consideration of such Asset Sale. An Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in (1)(b) above exceeds $15,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement and no longer, except as otherwise required by applicable law (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount, plus an amount equal to accrued interest to the purchase of all Indebtedness properly tendered (on a pro rata basis as described above if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest). Notwithstanding the foregoing provisions of the prior paragraph:paragraphs (1), (2) and (3):

Limitation on Asset Sales and Sales of Subsidiary Stock. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, businesses or assets, including by merger or consolidation or sale and leaseback transaction, and including any sale or other transfer or issuance of any Capital Stock of any Restricted Subsidiary of the CompanySubsidiary, whether by the Company Issuer or a Restricted Subsidiary other than any single transaction or a series of related transactions that involves properties, businesses or assets having a Fair Market Value of less than $10,000,000, as determined in good faith by the Issuer's Board of Directors (an "Asset Sale"), unless (1)(a1) either (a) within one year after the date 395 days of such Asset Sale, an amount equal to the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied to the optional redemption repurchase of the Securities in accordance with the terms of this Indenture and other Indebtedness of the Company Issuer ranking on a parity with the Securities from time to time outstanding (including the 2013 Fixed Rate Securities, the 2013 Senior Notes and the 2014 Senior Notes) with similar provisions requiring the Company Issuer or a Restricted Subsidiary of the Issuer to make an offer to purchase or to redeem such Indebtedness with the proceeds from asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding or to the repurchase of the Securities and such other Indebtedness sales pursuant to an irrevocable, unconditional offer (the "Asset Sale Offer") to repurchase such Indebtedness at a purchase price (the "Asset Sale Offer Price") of 100% of the principal amount thereof in the case of the Securities or 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) of such Indebtedness, plus, in each case, accrued interest to the date of payment, made within one year 395 days of such Asset Sale, or (b) within one year 395 days of such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary reasonable closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in tangible assets and property (other than notes, obligations or securities), which in the good faith reasonable judgment of the Company Issuer are of a type used in a Related Business, or Capital Stock of a Person (which, if such Person becomes a Subsidiary of the Company Issuer by virtue of such Asset Sale, shall initially be designated a Restricted Subsidiary) all or substantially all of whose assets and property (in the good faith reasonable judgment of the CompanyIssuer) are of a type used in a Related Business (provided that, with respect to such Capital Stock, all of the requirements of the last proviso of clause (v) of the following third paragraph of this Section 4.13 shall have been satisfied) or ), (ii) used to permanently retire Senior Indebtedness of the Company Issuer or any Guarantor that is, in each case, Pari Passu Indebtedness or Priority Indebtedness, or (iii) used to permanently retire Indebtedness of CCOC or Centennial PR or any Restricted Subsidiary of CCOC or Centennial PR (including Indebtedness with respect to which the Issuer is not a Guarantorco-obligor), (2) with respect to any transaction or related series of transactions of securities, property or assets with an aggregate Fair Market Value in excess of $2,500,0005,000,000, at least 75% of the value of consideration for the assets disposed of in such Asset Sale (excluding (a) Senior Indebtedness of the Issuer or any Guarantor that is Pari Passu Indebtedness under a bank credit facility (and any Refinancing Indebtedness issued to refinance any such Indebtedness) or any Priority Indebtedness of a Restricted Subsidiary in each case that is assumed by a transferee which assumption permanently reduces the amount of Indebtedness outstanding on the Issue Date and permitted to have been Incurred pursuant to Section 4.11 4.10 (including that in the case of a revolver revolving credit facility or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (b) Purchase Money Indebtedness secured exclusively by the assets subject to such Asset Sale Sale, which is assumed by a transferee and (c) marketable securities that are promptly converted into cash or Cash EquivalentsEquivalents within 180 days and (d) consists tangible assets and property (other than notes, obligations or securities), which in the good faith reasonable judgment of cash or Cash Equivalentsthe Board of Directors of the Issuer are of a type used in a Related Business), provided that any cash or Cash Equivalents received within 12 months following any such Asset Sale upon conversion of any property or assets (other than in the form of cash or Cash Equivalents) received in consideration of such Asset Sale shall be applied promptly in the manner required of an amount equal to the Net Cash Proceeds of any such Asset Sale as set forth above (provided further that the Company Issuer and its Restricted Subsidiaries shall not be required to receive any cash in connection with the transfer or contribution of assets to a joint venture), and (3) the Board of Directors of the Company Issuer determines in good faith that the Company Issuer or such Restricted Subsidiary, as applicable, would receive Fair Market Value in consideration of such Asset Sale. An Asset Sale Offer may be deferred until an amount equal to the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in (1)(b) above exceeds $15,000,000 20,000,000, such amount not used for purposes permitted and that each within the time period by this Section 4.13 being referred to as the "Accumulated Amount". Each Asset Sale Offer shall remain open for 20 Business Days following its commencement and no longer, except as otherwise required by applicable law (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company Issuer shall apply the Asset Sale Offer Amount, plus an amount equal to accrued interest to to, but not including, the date of the purchase of all Indebtedness properly tendered tendered, (on a pro rata basis as described above if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest). Notwithstanding the foregoing provisions of the prior paragraphtwo paragraphs and subparagraphs (1), (2) and (3) above:

Limitation on Asset Sales and Sales of Subsidiary Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, after the Issue Date, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, businesses or assets, including by merger or consolidation or sale and leaseback transactionconsolidation, and including any sale or other transfer or issuance of any Capital Stock of any Restricted Subsidiary of the Company, whether by the Company or a Restricted Subsidiary (an "Asset Sale"), unless (1)(a) within one year 360 days after the date of such Asset Sale, an amount equal to the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied to the optional redemption of the Securities in accordance with the terms of Article 3 of this Indenture and Paragraph 5(a) of the Securities and other Indebtedness of the Company ranking on a parity with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding or to the repurchase of the Securities and such other Indebtedness pursuant to an irrevocable, unconditional offer (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding) (the "Asset Sale Offer") to repurchase such Indebtedness at a purchase price (the "Asset Sale Offer Price") of 100% of the principal amount thereof in the case of the Securities or 100% of the principal amount of such other Indebtedness (or accreted value in the case of Indebtedness issued with an original issue discount) of such Indebtedness, plus, in each case, accrued interest to the date of payment, payment made within one year 330 days of such Asset Sale, or (b) within one year 330 days of such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in tangible assets and property (other than notes, obligations or securities), which in the good faith reasonable judgment of the Board of Directors of the Company are of a type used in a Related Business, or Capital Stock of a Person (which, if such Person becomes a Subsidiary of the Company by virtue of such Asset Sale, shall initially be designated a Restricted Subsidiary) all or substantially all of whose assets and property (in the good faith reasonable judgment of the Board of Directors of the Company) are of a type used in a Related Business (provided that, with respect to such Capital Stock, all of the requirements of the last proviso of clause (v) of the following paragraph shall have been satisfied) or (ii) used to retire permanently retire Senior Indebtedness of the Company or any Guarantor or Indebtedness of any a Restricted Subsidiary (which is not a Guarantor)Subsidiary, (2) with respect to any transaction or related series of transactions of securities, property or assets with an aggregate Fair Market Value fair market value in excess of $2,500,0001,000,000, at least 75% of the value of consideration for the assets disposed of in such Asset Sale (excluding (a) Senior Indebtedness under a bank credit facility (and any Refinancing Indebtedness issued to refinance any such Indebtedness) or any the Indebtedness of a any Restricted Subsidiary in each case that is assumed by a transferee which assumption permanently reduces the amount of Indebtedness outstanding on the Issue Date and permitted to have been Incurred pursuant to Section 4.11 4.12 (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (b) Purchase Pur chase Money Indebtedness secured exclusively by the assets subject to such Asset Sale which is assumed by a transferee and (c) marketable securities that are promptly converted into cash or Cash Equivalents) consists of cash or Cash Equivalents, provided that any cash or Cash Equivalents received within 12 months following any such Asset Sale upon conversion of any property or assets (other than in the form of cash or Cash Equivalents) received in consideration of such Asset Sale shall be applied promptly in the manner required of Net Cash Proceeds of any such Asset Sale as set forth above above, (provided further that 3) no Default or Event of De fault shall occur or be continuing after giving effect to, on a pro forma basis, such Asset Sale, unless such Asset Sale is in consideration solely of cash or Cash Equivalents and such consideration is applied immediately to the Company and its Restricted Subsidiaries shall not be required permanent reduction of the principal amount of Indebtedness outstanding pursuant to receive any cash in connection with the transfer or contribution of assets to a joint venture)Credit Agreement, and (34) the Board of Directors of the Company determines in good faith that the Company or such Restricted Subsidiary, as applicable, would receive Fair Market Value fair market value in consideration of such Asset Sale. An Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in (1)(b) above exceeds $15,000,000 5,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement and no longer, except as otherwise required by applicable law (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount, plus an amount equal to accrued interest to the purchase of all Indebtedness properly tendered (on a pro rata basis as described above if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest). Notwithstanding the foregoing provisions of the prior paragraph:

Limitation on Asset Sales and Sales of Subsidiary Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, after the Issue Date, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, businesses or assets, including by merger or consolidation or sale and leaseback transactionconsolidation, and including any sale or other transfer or issuance of any Capital Stock of any Restricted Subsidiary of the Company, whether by the Company or a Restricted Subsidiary (an "Asset SaleASSET SALE"), unless (1)(a) within one year 360 days after the date of such Asset Sale, an amount equal to the Net Cash Proceeds therefrom (the "Asset Sale Offer AmountASSET SALE OFFER AMOUNT") are applied to the optional redemption of the Securities in accordance with the terms of Article 3 of this Indenture and Paragraph 5(a) of the Securities and other Indebtedness of the Company ranking on a parity with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding or to the repurchase of the Securities and such other Indebtedness pursuant to an irrevocable, unconditional offer (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding) (the "Asset Sale OfferASSET SALE OFFER") to repurchase such Indebtedness at a purchase price (the "Asset Sale Offer PriceASSET SALE OFFER PRICE") of 100% of the principal amount thereof in the case of the Securities or 100% of the principal amount of such other Indebtedness (or accreted value in the case of Indebtedness issued with an original issue discount) of such Indebtedness, plus, in each case, accrued interest to the date of payment, payment made within one year 330 days of such Asset Sale, or (b) within one year 330 days of such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in tangible assets and property (other than notes, obligations or securities), which in the good faith reasonable judgment of the Board of Directors of the Company are of a type used in a Related Business, or Capital Stock of a Person (which, if such Person becomes a Subsidiary of the Company by virtue of such Asset Sale, shall initially be designated a Restricted Subsidiary) all or substantially all of whose assets and property (in the good faith reasonable judgment of the Board of Directors of the Company) are of a type used in a Related Business (provided that, with respect to such Capital Stock, all of the requirements of the last proviso of clause (v) of the following paragraph shall have been satisfied) or (ii) used to retire permanently retire Senior Indebtedness of the Company or any Guarantor or Indebtedness of any a Restricted Subsidiary (which is not a Guarantor)Subsidiary, (2) with respect to any transaction or related series of transactions of securities, property or assets with an aggregate Fair Market Value fair market value in excess of $2,500,0001,000,000, at least 75% of the value of consideration for the assets disposed of in such Asset Sale (excluding (a) Senior Indebtedness under a bank credit facility (and any Refinancing Indebtedness issued to refinance any such Indebtedness) or any the Indebtedness of a any Restricted Subsidiary in each case that is assumed by a transferee which assumption permanently reduces the amount of Indebtedness outstanding on the Issue Date and permitted to have been Incurred pursuant to Section 4.11 4.12 (including incluing that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (b) Purchase Money Indebtedness secured exclusively by the assets subject to such Asset Sale which is assumed by a transferee and (c) marketable securities that are promptly converted into cash or Cash Equivalents) consists of cash or Cash Equivalents, provided that any cash or Cash Equivalents received within 12 months following any such Asset Sale upon conversion of any property or assets (other than in the form of cash or Cash Equivalents) received in consideration of such Asset Sale shall be applied promptly in the manner required of Net Cash Proceeds of any such Asset Sale as set forth above above, (provided further that 3) no Default or Event of Default shall occur or be continuing after giving effect to, on a pro forma basis, such Asset Sale, unless such Asset Sale is in consideration solely of cash or Cash Equivalents and such consideration is applied immediately to the Company and its Restricted Subsidiaries shall not be required permanent reduction of the principal amount of Indebtedness outstanding pursuant to receive any cash in connection with the transfer or contribution of assets to a joint venture)Credit Agreement, and (34) the Board of Directors of the Company determines in good faith that the Company or such Restricted Subsidiary, as applicable, would receive Fair Market Value fair market value in consideration of such Asset Sale. An Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in (1)(b) above exceeds $15,000,000 5,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement and no longer, except as otherwise required by applicable law (the "Asset Sale Offer PeriodASSET SALE OFFER PERIOD"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount, plus an amount equal to accrued interest to the purchase of all Indebtedness properly tendered (on a pro rata basis as described above if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest). Notwithstanding the foregoing provisions of the prior paragraph: