Common use of Limitation on Asset Sales Clause in Contracts

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless (i) the consideration received by the Company (or a Restricted Subsidiary, as the case may be) for such disposition consists of at least 70% cash; provided, however, that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations received by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) the Company shall within 390 days after the date of such sale or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiary, as ii) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission pursuant to be cashSection 4.18 hereof), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets, (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 hereof or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), either in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business, (B) repaymentsor in a company having property and assets of a nature or type, redemptions or repurchases of Indebtedness engaged in a business, in either case similar or related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with or any of its Restricted Subsidiaries existing on the Notesdate of such investment (as determined in good faith by the Board of Directors, and/or whose determination shall be conclusive and evidenced by a Board Resolution) and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "EXCESS PROCEEDS." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $10 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a PRO RATA basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100101% of the principal amount of the Notes plus on the relevant Payment Date, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company (or a such Restricted SubsidiarySubsidiary is at least equal to the fair market value of the assets sold or disposed of, as determined in good faith by the case may beBoard of Directors, and (ii) for such disposition at least 75% of the consideration received consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Effective Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission pursuant to Section 4.18), then the Company shall or shall cause the relevant Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) within six months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company shall or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 390 days six months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the 6-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 6-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds". Notwithstanding the foregoing, to the extent that any or all of the Net Cash Proceeds of any Asset Sale of assets based outside the United States are prohibited or delayed by applicable local law from being repatriated to the United States and such Net Cash Proceeds are not actually applied in accordance with the Notesforegoing paragraphs, and/or (C) make an offer the Company shall not be required to acquire all or part apply the portion of such Net Cash Proceeds so affected but may permit the applicable Restricted Subsidiaries to retain such portion of the Notes Net Cash Proceeds so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation) and once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be applied in the manner set forth in this covenant as if the Asset Sale had occurred on such date; provided that to the extent that the Company has determined in good faith that repatriation of any or Indebtedness all of the Net Cash Proceeds of such Asset Sale would have a material adverse tax cost consequence, the Net Cash Proceeds so affective may be retained by the applicable Restricted Subsidiary for so long as such material adverse tax cost event would continue. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $10 million, the Company which is pari passu with shall commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus Notes, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset DispositionSale, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless unless: (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the Fair Market Value of the assets sold or disposed of, and (or a Restricted Subsidiary, as ii) at least 75.0% of the case may beconsideration received (excluding any amount of Released Indebtedness) for such disposition consists of at least 70% (i) cash; provided, however(ii) Temporary Cash Investments or (iii) Designated Non-cash Consideration, provided that for purposes the aggregate Fair Market Value of all Designated Non-cash Consideration that has been received by the Company and its Restricted Subsidiaries pursuant to this clause (ii) in respect of such and all prior Asset Sales shall not exceed $25.0 million. Any cash or cash equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration in accordance with this Indenture relating to the Notes shall have the effect of reducing the aggregate amount of Designated Non-cash Consideration received by the Company under this provision (i), by the amount of any liabilities assumed by cash or cash equivalents so received. In the transferee event and any Notes or other Obligations to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10.0% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed or provided to the Trustee pursuant to Section 4.18), then the Company shall or shall cause a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash(A) within 12 months after the date Net Cash Proceeds so received exceeds 10.0% of Adjusted Consolidated Net Tangible Assets (1) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, and (ii) or Indebtedness of any Restricted Subsidiary of the Company, in each case owing to a Person other than the Company shall or any of its Restricted Subsidiaries or (2) invest an equal amount, or the amount not so applied pursuant to clause (1) (or enter into a definitive agreement committing to so invest within 390 days 12 months after the date of such sale agreement), in property or salesassets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, apply or engaged in a business) similar or related to the Net Proceeds from such sale nature or sales in excess of an amount equal to 10% type of the Company’s total consolidated property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment, and (B) apply (no later than the end of the 12-month period referred to in clause (A)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (A)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with preceding sentence and not applied as so required by the Notes, and/or end of such period shall constitute “Excess Proceeds;” and (C) make an offer to acquire all or part the extent of the Notes balance of any Net Cash Proceeds after application thereof in accordance with clauses (or Indebtedness A) and (B), use such Net Cash Proceeds for any general corporate purposes permitted by the terms of this Indenture. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least U.S.$25.0 million, the Company which must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that is pari passu with the NotesNotes (“Pari Passu Indebtedness”), from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100100.0% of the principal amount of the Notes plus (and Pari Passu Indebtedness) plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed purchase (the “Asset Sale Offer AmountExcess Proceeds Payment Date”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, Sale unless (i) the consideration received by the Company or such Restricted Subsidiary (or a Restricted Subsidiary, as the case may be) for such disposition consists of at least 70% cash; provided, however, that for purposes of this provision (i), including the amount of any liabilities assumed by Released Indebtedness) is at least equal to the transferee fair market value of the assets sold or disposed of and (ii) at least eighty-five percent (85%) of the consideration received (excluding the amount of any Notes Released Indebtedness) consists of cash or other Obligations Temporary Cash Investments. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Senior Notes Reduction Date in any period of twelve (12) consecutive months exceed ten percent (10%) of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such twelve (12) month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cashconsolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days twelve months after the date Net Cash Proceeds so received exceed ten percent (10%) of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or of any Restricted Subsidiary owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve (12) months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the Company which ranks pari passu with property and assets of, or the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05business of, the Company shall deliver to and its Restricted Subsidiaries existing on the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentinvestment.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, make consummate an Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, Sale unless (i) the consideration received by Company or the Company (or a applicable Restricted Subsidiary, as the case may be) for , receives consideration at the time of such disposition consists of Asset Sale at least 70% cash; provided, however, that for purposes equal to the fair market value of this provision the assets sold or otherwise disposed of (ias determined in good faith by the Company's Board of Directors), (ii) at least 75% of the amount of any liabilities assumed by the transferee and any Notes or other Obligations consideration received by the Company or a the Restricted Subsidiary which are immediately converted into cash Subsidiary, as the case may be, from such Asset Sale shall be deemed to be cashin the form of cash or Cash Equivalents and is received at the time of such disposition; (iii) upon the consummation of an Asset Sale, and (ii) the Company shall within 390 days after the date of apply, or cause such sale or salesRestricted Subsidiary to apply, apply the Net Cash Proceeds from relating to such sale or sales in excess Asset Sale within 365 days of an amount equal to 10% of the Company’s total consolidated assets to receipt thereof either (A) to prepay any Indebtedness under the Bank Credit Agreement and effect a purchase of or an Investment permanent reduction in Additional Assets (other than cash or cash equivalents)the availability thereunder, (B) repaymentsto reinvest in Productive Assets, redemptions or repurchases (C) a combination of prepayment (and reduction), repurchase and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) or (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which ranks pari passu with have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) or (iii)(C) of the Notes, and/or next preceding sentence (Ceach a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to acquire purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all or part Holders on a pro rata basis that --- ---- amount of Notes equal to the Notes (or Indebtedness of the Company which is pari passu with the Notes) Net Proceeds Offer Amount at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes to be purchased, plus accrued interest thereon, if any, to the redemption date and upon surrender to the Trustee or the Paying Agentof purchase; provided, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed however, that if at any time -------- ------- any non-cash consideration received by the Company or any Restricted Subsidiary of the Trustee Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $5.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Holders Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $5.0 million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $5.0 million or more shall be deemed to be a "Net Proceeds Offer Trigger Date"). Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes any combination of Productive Assets, cash or Cash Equivalents and (ii) such Asset Sale is for fair market value (as determined in good faith by the Company's Board of Directors); provided the portion of such consideration that constitutes cash and Cash -------- Equivalents received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall be deemed Net Cash Proceeds subject to the provisions of the two preceding paragraphs. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net --- ---- Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. To the extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any remaining Net Proceeds Offer Amount for general corporate purposes. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. (b) Subject to the deferral of the Net Proceeds Offer Trigger Date contained in the second paragraph of subsection (a) above, each notice of a Net Proceeds Offer pursuant to this Section 4.16 shall be mailed or caused to be mailed, by first-class mail, by the Company not more than 25 days after the Net Proceeds Offer Trigger Date to all Holders at their last registered addressaddresses as of a date within 15 days of the mailing of such notice, with a copy to the Trustee. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice notice shall contain all instructions and materials necessary to enable en- able such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which Net Proceeds Offer and shall govern state the terms of the Asset Sale Offer, shall statefollowing terms: (a1) that the Asset Sale Net Proceeds Offer is being made pursuant to this Section 6.054.16 and that all Notes tendered will be accepted for payment; provided, -------- however, that if the aggregate principal amount of Notes tendered in a Net ------- Proceeds Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds Offer, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments --- ---- as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 or multiples thereof shall be purchased); (b2) the purchase price (including the amount of Notes offered to accrued interest) and the purchase date (which shall be redeemed 20 Business Days from the date of mailing of notice of such Net Proceeds Offer, or such longer period as required by law) (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale "Proceeds Purchase Date"); (c3) that any Note not tendered or accepted for payment will continue to accrue interest; (d4) that that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Asset Sale Net Proceeds Offer shall cease to accrue interest after the Asset Sale Proceeds Purchase Date; (e5) that Holders electing to have a Note purchased pursuant to an Asset Sale a Net Proceeds Offer will be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before notice prior to the Asset Sale close of business on the third Business Day prior to the Proceeds Purchase Date; (f6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days five Business Days prior to the Asset Sale Proceeds Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the such Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h7) that Holders whose Notes were are purchased only in part will be issued new Notes equal in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each -------- Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof. On or before the Asset Sale Proceeds Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Net Proceeds Offer which are to be purchased in accordance with item (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (gb)(1) above), (ii) deposit with the Paying Agent money U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so accepted to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ ' Certificate stating the Notes or portions thereof accepted for payment being purchased by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes so accepted, accepted payment in an amount equal to the purchase priceprice plus accrued interest, if any, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note Notes equal in principal amount of to any unpurchased portion of the Note Notes surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.054.16, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned by the Trustee to the Company. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue thereof.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 75% of the consideration received consists of cash or Temporary Cash Investments; provided that the amount of (a) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes), that are assumed by the transferee of any such assets, to the extent the creditors with respect thereto execute a written release of such liability, in favor of the Company or the Restricted Subsidiary, as the case may beapplicable, and (b) for such disposition consists of at least 70% cash; provided, however, that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes notes or other Obligations obligations received by the Company or a such Restricted Subsidiary which from such transferee that are immediately 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 Sale, shall be deemed to be cashcash for purposes of this provision. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed pursuant to Section 4.18), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notes, and/or date of such investment and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds". If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $10 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate Accreted Value of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount Accreted Value of the Notes plus Notes, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, make an any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, Sale unless (i) the consideration received by Company or the Company (or a Restricted Subsidiary, as the case may be) for , receives consideration at the time of such disposition consists of Asset Sale at least 70% cash; provided, however, that for purposes equal to the fair market value of this provision (i), the amount assets sold or disposed of any liabilities assumed as determined by the transferee and any Notes or other Obligations received good faith judgment of the Board of Directors evidenced by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, resolution thereof and (ii) at least seventy-five percent (75%) of the consideration received for such Asset Sale consists of cash or cash equivalents or the assumption of unsubordinated Indebtedness. (b) The Company shall, or shall cause the relevant Restricted Subsidiary to, within 390 360 days after the date of such sale or sales, apply receipt of the Net Cash Proceeds from such sale or sales in excess of an Asset Sale, (i) (A) apply an amount equal to 10% of the Company’s total consolidated assets such Net Cash Proceeds to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of permanently repay unsubordinated Indebtedness of the Company which ranks pari passu with or Indebtedness of any Restricted Subsidiary, in each case, owing to a Person other than the NotesCompany or any of its Restricted Subsidiaries or (B) invest an equal amount, and/or or the amount not so applied pursuant to clause (CA), in property or assets of a nature or type or that are used in a business (or in a Person having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company, Holdings and their respective Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution thereof) and (ii) apply (no later than the end of the 360-day period referred to above) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraphs of this Section 5.6. The amount of such Net Cash Proceeds required to be applied (or to be committed to be applied) during such 360-day period referred to above in the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." (c) If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer (as defined below) totals at least $10 million, the Company must, not later than the 30th Business Day thereafter, make an offer (an "Excess Proceeds Offer") to acquire all or part purchase from Holder on a pro rata basis an aggregate principal amount of the Notes (or Indebtedness of Note equal to the Company which is pari passu with the Notes) Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount one hundred percent (as defined below100%) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus Note, plus, in each case, accrued and unpaid interest to the redemption date and upon surrender to of purchase (the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state:"Excess Proceeds Payment"). (ad) The Company shall commence an Excess Proceeds Offer by mailing a notice to Holder stating: (i) that the Asset Sale Excess Proceeds Offer is being made pursuant to this Section 6.05; 5.6 and that the Note validly tendered will be accepted for payment on a pro rata basis; (bii) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the "Excess Proceeds Payment Date; "); (ciii) that any Note not tendered or accepted for payment will continue to accrue interest; interest pursuant to its terms; (div) that that, unless the Company defaults in the payment of the Excess Proceeds Payment, any Note accepted for payment pursuant to the Asset Sale Excess Proceeds Offer shall cease to accrue interest on and after the Asset Sale Purchase Excess Proceeds Payment Date; ; (ev) that Holders Holder electing to have a Note purchased pursuant to an Asset Sale the Excess Proceeds Offer will be required to surrender the Note, together with the form entitled “"Option of the Holder to Elect Purchase” " on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before notice prior to the Asset Sale Purchase close of business on the Business Day immediately preceding the Excess Proceeds Payment Date; ; (fvi) that Holders will Holder shall be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase close of business on the third Business Day immediately preceding the Excess Proceeds Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; ; and (gvii) that if Notes and or Indebtedness of the Company which Holder whose Note is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were being purchased only in part will be issued a new Notes Note equal in principal amount to the unpurchased portion of the Notes Note surrendered. ; provided that each Note purchased and each new Note issued shall be in a principal amount of One Thousand Dollars ($1,000) or integral multiples thereof. (e) On the Asset Sale Purchase Excess Proceeds Payment Date, the Company shall (i) accept for payment on a pro rata basis Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), Excess Proceeds Offer; (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes Note or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Holder the Note or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Officer's Certificate stating specifying the Notes Note or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders Holder of Notes the Note so accepted, accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or deliver to such Holders Holder a new Note equal in principal amount of to any unpurchased portion of the Note surrendered. Any Notes not so accepted ; provided that each Note purchased and each new Note issued shall be promptly mailed in a principal amount of One Thousand Dollars ($1,000) or delivered by integral multiples thereof. To the extent that the aggregate principal amount of Note tendered is less than the Excess Proceeds, the Company to the Holder thereofmay use any remaining Excess Proceeds for general corporate purposes. The Company will shall publicly announce the results of the Asset Sale Excess Proceeds Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining practicable after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this IndentureExcess Proceeds Payment Date. For purposes of this Section 6.055.6, the Trustee Company shall act as the Paying Agent. (f) The Company shall comply with Rule 14e-1 under the Exchange Act and any other rules and regulations thereunder to the extent such rules and regulations are applicable, in the event that such Excess Proceeds are received by the Company under this Section 5.6 and the Company is required to repurchase the Note as described above.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company (or a such Restricted Subsidiary, as the case may be) for such disposition consists of Subsidiary is at least 70% cash; provided, however, that for purposes equal to the fair market value of this provision (i), the amount assets sold or disposed of any liabilities assumed by the transferee and any Notes or other Obligations received by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) at least 85% of the consideration received consists of cash or Temporary Cash Investments. Within 365 days after the receipt of any Net Cash Proceeds from any Asset Sale, the Company shall or shall cause the relevant Restricted Subsidiary to (i) (A) apply an amount equal to the Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, the Guarantor or of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 390 days 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notesdate of such investment (as determined in good faith by the Board of Directors, and/or whose determination shall be conclusive and evidenced by a Board Resolution) and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 365-day period referred to in clause (i)) the Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of the Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute “Excess Proceeds.” If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $10 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Securities equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100101% of the principal amount Claimed Amount (in effect as of the Notes Payment Date) of the Securities, plus accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will agrees that so long as any Bonds shall remain Outstanding, and except for the disposition of all or substantially all of the assets of the Company pursuant to Section 4.1, the Company shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, make an consummate any Asset DispositionSale, other than if the aggregate net book value of all Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 15% of the consolidated assets of the Company and its consolidated Subsidiaries as of the beginning of the Company’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for fair market value and purposes of the 15% limitation specified above (a) if such Asset Sale is in the ordinary course of business, (b) to the extent that the assets that are the subject of such Asset Sale are worn out or are no longer useful or necessary in connection with an aggregate net book value as the operation of the end business of the immediately preceding fiscal quarter greater than 10% Company or any of its Subsidiaries, (c) to the extent the assets that are the subject of such Asset Sale are being transferred to a wholly-owned Subsidiary of the Company’s total consolidated , (d) to the extent that such Asset Sale involves transfers of assets as of that date, unless or equity interests in connection with (i) the consideration received formation of any joint venture between the Company or any of its Subsidiaries and any other entity or (ii) any project development or acquisition activities, (e) if the proceeds of such Asset Sale (i) are, within 12 months of such Asset Sale, invested or reinvested by the Company or any Subsidiary in a Permitted Business, (or a Restricted Subsidiary, as the case may beii) for such disposition consists of at least 70% cash; provided, however, that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations received are used by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) the Company shall within 390 days after the date of such sale or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness repay Debt of the Company which ranks pari passu with the Notes, and/or or such Subsidiary or (Ciii) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed are retained by the Company or the Trustee to the Holders any of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered its Subsidiaries or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) to the extent the assets that Holders will are the subject of such Asset Sale are required to be entitled sold to withdraw their election if the Paying Agent receivesconform with governmental requirements. Additionally, not later than three days if, prior to the any Asset Sale Purchase Datethat otherwise would cause the 15% limitation to be exceeded, a telegram, telex, facsimile transmission or letter setting forth Xxxxx’x and S&P shall have confirmed the name then current long term debt rating of the HolderBonds after giving effect to such Asset Sale, the principal amount such Asset Sale shall also be disregarded for purposes of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentforegoing limitations.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, Sale unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or a Restricted Subsidiary, as disposed of and (ii) at least 85% of the case may beconsideration received (including any Released Indebtedness) for such disposition consists of at least 70% (1) cash; provided, however, that Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of this provision (i), calculating the amount of any liabilities assumed by such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the transferee consummation of such Asset Sale, or its fair market value, in all other cases). In the event and any Notes or other Obligations to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to be cashSection 4.17), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notes, and/or date of such investment and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary Upon the consummation of an Offer to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made Purchase pursuant to this Section 6.05; (b) 4.11 the amount of Notes offered Excess Proceeds shall be deemed to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted, payment in an amount equal to zero, plus the purchase price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes Excess Proceeds not so accepted shall be promptly mailed or delivered by the Company theretofore subject to the Holder thereof. The Company will publicly announce the results of the Asset Sale an Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying AgentPurchase.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness and including by way of relief from or a Restricted Subsidiaryby any other Person assuming responsibilities for any liabilities other than Indebtedness ("Released Liabilities")) is at least equal to the fair market value of the assets sold or disposed of; PROVIDED that this clause (i) shall not apply to any sale, as transfer or other disposition arising from foreclosure, condemnation or similar action with respect to any assets and (ii) at least 75% of the case may beconsideration received (including any Released Indebtedness and Released Liabilities) for such disposition consists of at least 70% cash, Temporary Cash Investments or Released Indebtedness and Released Liabilities; providedPROVIDED, howeverHOWEVER, that for purposes of this provision clause (i), the amount of any liabilities assumed by the transferee and any Notes ii) shall not apply to long-term assignments in capacity in a telecommunications network or other Obligations transfers of indefeasible rights of use, multiple investment units or dark fibers. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to be cashthe Trustee pursuant to Section 4.18), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to: (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Notes Guarantee or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A), (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement) in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notesdate of such investment (as determined in good faith by the Board of Directors, and/or whose determination shall be conclusive and evidenced by a Board Resolution) and (Cii) make apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied or committed to be applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied or committed to be applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an offer Offer to acquire all or part Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders of the Notes (or and if and to the extent required by the terms of any Indebtedness of the Company which that is pari passu PARI PASSU with the NotesNotes or any Notes Guarantee ("Pari Passu Indebtedness"), purchase, redeem or repay such Pari Passu Indebtedness) on a PRO RATA basis an aggregate principal amount of Notes (and an amount of Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes (and the required amount of Pari Passu Indebtedness), plus accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to If the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and aggregate principal amount of such Pari Passu Indebtedness validly tendered and not withdrawn (or Indebtedness of otherwise subject to purchase, redemption or repayment) exceeds such Excess Proceeds, such Excess Proceeds will be apportioned between the Company which is pari passu Notes and such Pari Passu Indebtedness, with the Notes portion of such Excess Proceeds payable in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion respect of the Notes surrendered. On to equal the Asset Sale Purchase Datelesser of (x) the Excess Proceeds amount multiplied by a fraction, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to numerator of which is the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in aggregate principal amount of any unpurchased portion the Notes and the denominator of which is the sum of the Note surrenderedaggregate principal amount of the Notes and the aggregate principal amount of such Pari Passu Indebtedness and (y) the aggregate principal amount of Notes validly tendered and not withdrawn. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Excess Proceeds remaining after the Asset Sale such Offer to Purchase Date shall is completed may be returned applied to fund any general corporate purpose not prohibited by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of the first paragraph of this Section 6.054.11, (1) securities received by the Trustee Company or any Restricted Subsidiary in any Asset Sale that are converted by the Company or such Restricted Subsidiary into cash within 12 months after such Asset Sale and (2) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary, shall act as the Paying Agentbe deemed to be cash.

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset DispositionSale, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless unless: (i1) the consideration received by the Company or the Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of; and (or a Restricted Subsidiary, as 2) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; provided, however, that for purposes Temporary Cash Investments or the assumption of this provision (i), the amount Indebtedness of any liabilities assumed by the transferee and any Notes or other Obligations received by the Company (other than Indebtedness that is subordinated in right of payment to the Notes) or a Restricted Subsidiary which are immediately converted into cash shall be deemed (other than Indebtedness that is subordinated in right of payment to be cashthe Subsidiary Guarantee of such Restricted Subsidiary) and unconditional release of the Company or the Restricted Subsidiary from all liability on the Indebtedness assumed. (b) Within 12 months after the date of consummation of such Asset Sale, and (ii) the Company shall or shall cause the relevant Restricted Subsidiary to: (A) apply an amount equal to the Net Cash Proceeds of such Asset Sale to repay Secured Indebtedness and permanently reduce the commitments in respect thereof; or (B) invest an equal amount, or the amount of Net Cash Proceeds of such Asset Sale not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 390 days such 12-month period, which investment shall be consummated within 12 months after the date of such sale agreement ), in (i) property or salesassets (other than current assets) of a nature or type or that are used in a business similar or related to the nature or type of the property and assets of, or the business of, the Company and the Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) (a “Related Business”) or (ii) the Capital Stock of a Person primarily engaged in a Related Business that becomes a Restricted Subsidiary as a result of such investment; and (C) apply such Net Cash Proceeds (to the extent not applied pursuant to clause (A) or (B)) as provided in Section 4.10(c). The amount of such Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in the preceding sentence and not applied as so required by the end of such period shall constitute “Excess Proceeds.” (c) If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $20 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from such sale the Holders on a pro rata basis an aggregate principal amount of Notes and, to the extent permitted or sales in excess of an amount equal to 10% required by the terms thereof, any other of the Company’s total consolidated assets Senior Indebtedness, equal to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents)the Excess Proceeds on such date, (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus and such other Senior Indebtedness, if applicable, on the relevant Payment Date, plus, in each case, accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent(if any) to, but excluding, the Holders Payment Date. If any Excess Proceeds remain after consummation of such Notes shall be paid the redemption price. The Asset Sale an Offer is to be and shall be mailed by Purchase, the Company or may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the Trustee aggregate principal amount of Notes and other Senior Indebtedness tendered in response to the Holders of the Notes at their last registered address. The Asset Sale such Offer shall remain open from the time of mailing until 5 days before the Asset Sale to Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) exceeds the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”)Excess Proceeds, the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of select the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant and such other Senior Indebtedness to the Asset Sale Offer (be purchased on a pro rata basis. Upon completion of the Offer to Purchase, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall Excess Proceeds will be promptly mailed or delivered by the Company reset to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentzero.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset DispositionSale, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless unless: (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the Fair Market Value of the assets sold or disposed of, and (or a Restricted Subsidiary, as ii) at least 75.0% of the case may beconsideration received (excluding any amount of Released Indebtedness) for such disposition consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10.0% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed or provided to the Trustee pursuant to Section 4.18), then the Company shall or shall cause a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash(A) within 12 months after the date Net Cash Proceeds so received exceeds 10.0% of Adjusted Consolidated Net Tangible Assets (1) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, and (ii) or Indebtedness of any Restricted Subsidiary of the Company, in each case owing to a Person other than the Company shall or any of its Restricted Subsidiaries or (2) invest an equal amount, or the amount not so applied pursuant to clause (1) (or enter into a definitive agreement committing to so invest within 390 days 12 months after the date of such sale agreement), in property or salesassets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, apply or engaged in a business) similar or related to the Net Proceeds from such sale nature or sales in excess of an amount equal to 10% type of the Company’s total consolidated property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment, and (B) apply (no later than the end of the 12-month period referred to in clause (A)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (A)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with preceding sentence and not applied as so required by the Notes, and/or end of such period shall constitute “Excess Proceeds;” and (C) make an offer to acquire all or part the extent of the Notes balance of any Net Cash Proceeds after application thereof in accordance with clauses (or Indebtedness A) and (B), use such Net Cash Proceeds for any general corporate purposes permitted by the terms of this Indenture. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least U.S.$25.0 million, the Company which must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that is pari passu with the NotesNotes (“Pari Passu Indebtedness”), from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100100.0% of the principal amount of the Notes plus (and Pari Passu Indebtedness) plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed purchase (the “Asset Sale Offer AmountExcess Proceeds Payment Date”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiary, as ii) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission pursuant to be cashSection 4.18 hereof, and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets, (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 hereof or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), either in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business, (B) repaymentsor in a company having property and assets of a nature or type, redemptions or repurchases of Indebtedness engaged in a business, in either case similar or related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with or any of its Restricted Subsidiaries existing on the Notesdate of such investment (as determined in good faith by the Board of Directors, and/or whose determination shall be conclusive and evidenced by a Board Resolution) and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $10 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase Accreted Value of the Notes by on the Company relevant Payment Date, plus, in each case, accrued interest (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior if any) to the Asset Sale Purchase Payment Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiary, as ii) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission pursuant to be cashSection 4.18 hereof, and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets, (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 hereof or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), either in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business, (B) repaymentsor in a company having property and assets of a nature or type, redemptions or repurchases of Indebtedness engaged in a business, in either case similar or related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with or any of its Restricted Subsidiaries existing on the Notesdate of such investment (as determined in good faith by the Board of Directors, and/or whose determination shall be conclusive and evidenced by a Board Resolution) and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $10 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100101% of the principal amount of the Notes plus on the relevant Payment Date, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s 's total consolidated assets as of that date, unless (i) the consideration received by the Company (or a Restricted Subsidiary, as the case may be) for such disposition consists of at least 70% cash; provided, -------- however, that for purposes of this provision (i), the amount of any liabilities ------- assumed by the transferee and any Notes or other Obligations received by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) the Company shall within 390 days one year after the date of such sale or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s 's total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases repayment of Indebtedness indebtedness of the Company which ranks is pari passu ---- ----- with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness indebtedness of the Company which is pari passu with the Notes) at a purchase ---- ----- price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ ' Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s 's name and at its expense) an offer to redeem (the “"Asset Sale Offer”") to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “"Asset Sale Offer Amount”"), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes Parity Debt in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes Parity Debt on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ ' Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company Issuer will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company (Issuer or a such Restricted Subsidiary, as the case may be) for such disposition consists of Subsidiary is at least 70% cash; provided, however, that for purposes equal to the fair market value of this provision (i), the amount assets sold or disposed of any liabilities assumed by the transferee and any Notes or other Obligations received by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) at least 75% of the Company consideration received consists of cash or Temporary Cash Investments. In the event and to the extent that the Net Cash Proceeds received by the Issuer or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed $10 million, then the Issuer shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed $10 million (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Issuer or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Issuer or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale or salesagreement; provided that if any such agreement is terminated, apply the Issuer may invest such Net Cash Proceeds from such sale or sales in excess of an amount equal prior to 10% the end of the Company’s total consolidated 12-month period referred to in clause (i) or six months after the termination of such agreement, whichever is later), in property or assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the Company which ranks pari passu with property and assets of, or the Notesbusiness of, and/or the Issuer and its Restricted Subsidiaries existing on the date of such investment and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the Company which is pari passu with preceding sentence and not applied as so required by the Notes) end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $10 million, the Issuer must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus Notes, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will ------------------------- not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiary, as ii) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to be cashthe Trustee pursuant to Section 4.17), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Subsidiaries, or (B) invest an amount equal to such excess Net Cash Proceeds, or the amount of such Net Cash Proceeds not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in capital assets of a nature or salestype or that are used in a business (or in a Person having capital assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $5 million, the Company shall commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from such sale or sales in excess the Holders on a pro rata basis an aggregate principal amount of an amount Notes equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents)Excess Proceeds on such date, (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus plus, in each case, accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset DispositionSale, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless unless: (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of, and (or a Restricted Subsidiary, as ii) at least 75.0% of the case may beconsideration received (excluding any amount of Released Indebtedness) for such disposition consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10.0% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its subsidiaries has been filed or provided to be cashthe Trustee pursuant to Section 4.18), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (A) within 390 days 12 months after the date Net Cash Proceeds so received exceeds 10.0% of Adjusted Consolidated Net Tangible Assets (1) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or Indebtedness of any Restricted Subsidiary of the Company, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (2) invest an equal amount, or the amount not so applied pursuant to clause (1) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or salesassets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, apply or engaged in a business) similar or related to the Net Proceeds from such sale nature or sales in excess of an amount equal to 10% type of the Company’s total consolidated property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment, and (B) apply (no later than the end of the 12-month period referred to in clause (A)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (A)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with preceding sentence and not applied as so required by the Notes, and/or end of such period shall constitute “Excess Proceeds;” and (C) make an offer to acquire all or part the extent of the Notes balance of any Net Cash Proceeds after application thereof in accordance with clauses (or Indebtedness A) and (B), use such Net Cash Proceeds for any general corporate purposes permitted by the terms of this Indenture. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least U.S.$20.0 million, the Company which must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that is pari passu with the NotesNotes (“Pari Passu Indebtedness”), from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100100.0% of the principal amount of the Notes plus (and Pari Passu Indebtedness) plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentpurchase.

Limitation on Asset Sales. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, make consummate an Asset DispositionSale, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless unless: (i) the consideration received by the Company (or a such Restricted Subsidiary, as the case may be, receives consideration (including, but not limited to, by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with, such Asset Sale) at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and (ii) at least 75% of the consideration for such disposition consists of at least 70% cash; providedAsset Sale, however, that for purposes of this provision together with all other Asset Sales since the Issue Date (ion a cumulative basis), the amount of any liabilities assumed by the transferee and any Notes or other Obligations received by the Company or a such Restricted Subsidiary which are immediately converted into cash shall be deemed to be cashSubsidiary, and (ii) as the case may be, is in the form of Cash Equivalents. If the Company shall within 390 days after the date or any of such sale its Restricted Subsidiaries consummates one or sales, apply the Net Proceeds from such sale or sales more Asset Sales resulting in aggregate proceeds in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05$5,000,000, the Company shall deliver to either (a) within 365 days after receipt of such proceeds, make (I) an investment in any one or more businesses; provided that such investment in any business is in the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase form of the Notes by acquisition of Capital Stock and results in the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) a Subsidiary owning an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest Capital Stock of such business such that such business constitutes a Subsidiary, (II) capital expenditures or (III) an investment in other non-current assets (other than Cash Equivalents, in the case of each of (I), (II) and (III), in each case (x) used or useful in a Similar Business or (y) to replace the businesses, properties and/or assets that are the subject of such Asset Sale); or (b) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The extent any proceeds from an Asset Sale Offer is to be and shall be mailed by the Company have not been applied or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: invested in accordance with clause (a) that above within the Asset Sale Offer is being made pursuant time periods set forth above, make an offer, in any event within 10 Business Days of the expiry of the 365-day period, to this Section 6.05; (b) the repurchase such amount of Notes offered to be redeemed (outstanding on the “date of the consummation of such Asset Sale Offer Amount”)that may be purchased out of such unapplied proceeds, the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted, payment in an amount equal to the purchase price, and applicable Redemption Price at the Trustee shall promptly authenticate and mail or deliver to time of receipt of such Holders a new Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentproceeds.

Limitation on Asset Sales. The Company will not, and will ------------------------- not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 75% of the consideration received consists of any combination of cash or a Temporary Cash Investments or the assumption of unsubordinated Indebtedness of the Company or Indebtedness of any Restricted Subsidiary, as provided that the case may be) for Company or such disposition consists of at least 70% cash; provided, however, Restricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to be cashthe Trustee pursuant to Section 4.16), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a Person having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notes, and/or date of such investment and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied (or Indebtedness committed to be applied) pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $5 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completedrelevant Payment Date, plus, in each case, accrued interest, if any, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Payment Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiary, as ii) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission pursuant to be cashSection 4.18), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." Notwithstanding the foregoing, to the extent that any or all of the Net Cash Proceeds of any Asset Sale of assets based outside the United States are prohibited or delayed by applicable local law from being repatriated to the United States and such Net Cash Proceeds are not actually applied in accordance with the Notesforegoing paragraphs, and/or (C) make an offer the Company shall not be required to acquire all or part apply the portion of such Net Cash Proceeds so affected but may permit the applicable Restricted Subsidiaries to retain such portion of the Notes Net Cash Proceeds so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation) and once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be applied in the manner set forth in this covenant as if the Asset Sale had occurred on such date; provided that to the extent that the Company has determined in good faith that repatriation of any or Indebtedness all of the Net Cash Proceeds of such Asset Sale would have a material adverse tax cost consequence, the Net Cash Proceeds so affective may be 56 49 retained by the applicable Restricted Subsidiary for so long as such material adverse tax cost event would continue. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $20 million, the Company which is pari passu with shall commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus Notes, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will shall not, and will ------------------------- shall not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness and including by way of relief from or a Restricted Subsidiaryby any other Person assuming responsibilities for any liabilities other than Indebtedness ("Released Liabilities")) is at least equal to the fair market -------------------- value of the assets sold or disposed of; provided that this clause (i) shall not apply to any sale, as transfer or other disposition arising from foreclosure, condemnation or similar action with respect to any assets and (ii) at least 75% of the case may beconsideration received (including any Released Indebtedness and Released Liabilities) for such disposition consists of at least 70% cash; provided, however, Temporary Cash Investments or Released Indebtedness and Released Liabilities. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to be cashthe Trustee pursuant to Section 3.18), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notesdate of such investment (as determined in good faith by the Board of Directors, and/or whose determination shall be conclusive and evidenced by a Board Resolution) and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 3.10. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." --------------- If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 3.10 totals at least $5 million, the Company which must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that is pari passu with the NotesNotes ("Pari Passu Indebtedness"), from the holders of ----------------------- such Pari Passu Indebtedness) on a pro rata basis an aggregate Accreted Value of Notes (and principal amount of Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase Accreted Value of the Notes by on the Company relevant Payment Date (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of Pari Passu Indebtedness), plus, in each case, accrued interest (if any) to the Payment Date. To the extent that the Accreted Value of the Notes plus accrued interest tendered pursuant to an Offer to Purchase is less than the redemption date and upon surrender to the Trustee or the Paying AgentExcess Proceeds, the Holders Company may use such deficiency for general corporate purposes not prohibited by, and in accordance with, this Indenture. Upon completion of such Notes Offer to Purchase, the amount of Excess Proceeds shall be paid reset to zero. For purposes of the redemption price. The Asset Sale Offer is to be and shall be mailed first paragraph of this Section 3.10, securities received by the Company or the Trustee to the Holders of the Notes at their last registered address. The any Restricted Subsidiary in any Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered converted by the Company to the Holder thereof. The Company will publicly announce the results of the or such Restricted Subsidiary into cash within 90 days after such Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent deemed to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentcash.

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary of its Material Subsidiaries to, make an consummate any Asset DispositionSale, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless unless: (i) the consideration received by the Company or such Material Subsidiary is at least equal to the fair market value of the assets sold or disposed of; and (or a Restricted Subsidiary, as ii) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. (b) In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Material Subsidiaries from one or more Asset Sales occurring on or after the date hereof in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cashconsolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission), and (ii) then the Company shall or shall cause its relevant Material Subsidiary to: (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets; (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Material Subsidiary providing a Subsidiary Guarantee pursuant to paragraph 2.4 or Indebtedness of any other Material Subsidiary, in each case owing to a Person other than a Company or any of its Material Subsidiaries; or (B) invest an equal amount, or the amount not so applied pursuant to sub-paragraph (A) above (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), either in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business, (B) repaymentsor in a company having property and assets of a nature or type, redemptions or repurchases of Indebtedness engaged in a business, in either case similar or related to the nature or type of the Company which ranks pari passu with property and assets of, or the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05business of, the Company or any of its Material Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall deliver be conclusive and evidenced by a Board Resolution); and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the Trustee an Officers’ Certificate specifying extent not applied pursuant to clause (i)) as provided in the Asset Sale Offer Amount following paragraph of this Paragraph 2.8. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as defined belowset 45 forth in clause (i) and the proposed date of purchase of the Notes preceding sentence and not applied as so required by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days day prior to the Asset Sale Purchase Dateend of such period shall constitute "EXCESS PROCEEDS". If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to a prepayment of Capital Outstanding pursuant to this Paragraph 2.8 totals at least $10 million, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receivesmust exercise, not later than three days prior to the Asset Sale Purchase Datefifteenth Business Day of such month, a telegram, telex, facsimile transmission or letter setting forth the name prepayment right in respect of the Holder, the principal amount Capital Outstanding (or part thereof) in accordance with Clause 16.3 (Voluntary Termination) of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Master Lease Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted, payment in an amount Agreement equal to the purchase price, and the Trustee shall promptly authenticate and mail or deliver to Excess Proceeds on such Holders a new Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentdate.

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary to, make an any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, Sale unless (i) the consideration received by Company or the Company (or a Restricted Subsidiary, as the case may be) for , receives consideration at the time of such disposition consists of Asset Sale at least 70% cash; provided, however, that for purposes equal to the Fair Market Value of this provision (i), the amount assets sold or disposed of any liabilities assumed by the transferee and any Notes or other Obligations received by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) at least 80% of the consideration received for such Asset Sale consists of cash or Cash Equivalents or Replacement Assets or the assumption of Indebtedness which ranks pari passu in right of payment with the Notes. (b) The Company shall, or shall within 390 days after cause the date of such sale or salesrelevant Restricted Subsidiary to, apply the Net Cash Proceeds from such sale an Asset Sale within 270 days of the receipt thereof to (A) permanently repay unsubordinated Indebtedness of the Company or sales Indebtedness of any Restricted Subsidiary, in excess each case owing to a Person other than the Company or any of its Restricted Subsidiaries, (B) invest in Replacement Assets, or (C) in any combination of repayment, prepayment, and reinvestment permitted by the foregoing clauses (A) and (B). Any Net Proceeds from the Asset Sale that are not invested as provided and within the time period set forth in the first sentence of this Section 4.16(b) will be deemed to constitute "Excess Proceeds." If at any time the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall, within 30 Business Days thereafter, make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase on a pro rata basis the maximum principal amount of Notes, that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 10100% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the outstanding principal amount thereof thereof, plus accrued and unpaid interest thereon thereon, plus Additional Amounts, if any, to the purchase datedate fixed for the closing of such offer (and, in the case of Definitive Notes, subject to the right of a Holder of record on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts, if any, in respect thereof), in accordance with the procedures set forth in this Indenture. In The Company will 58 58 commence an Asset Sale Offer with respect to Excess Proceeds within thirty Business Days after the event date that Excess Proceeds exceeds $5.0 million by publishing or, where relevant, mailing the Company shall be notice required to offer to redeem Notes pursuant to the provisions terms of this Section 6.05the Indenture, the Company shall deliver with a copy to the Trustee an Officers’ Certificate specifying Trustee. To the Asset Sale Offer Amount (as defined below) and extent that the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal aggregate amount of the Notes plus accrued interest tendered pursuant to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The an Asset Sale Offer is less than the Excess Proceeds, subject to be and applicable law, the Company may use any remaining Excess Proceeds for general corporate purposes. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be mailed by the Company or the Trustee to the Holders of the Notes reset at their last registered addresszero. The Asset Sale Offer shall remain open from for a period of 20 Business Days following its commencement and no longer, except to the time extent that a longer period is required by applicable law (the "Offer Period"). No later than five Business Days after the termination of mailing until 5 days before the Offer Period (the "Purchase Date"), the Company shall purchase the maximum principal amount of Notes that may be purchased with such Excess Proceeds (or such pro rata portion) (which maximum principal amount of Notes shall be the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid in the case of a Global Note, to the Holder thereof or, in the case of a Definitive Note, to the Person in whose name such Definitive Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders with respect to Notes tendered pursuant to the Asset Sale Offer. At least 30 days but not more than 60 days before a Purchase Date, the Company shall publish in a leading newspaper having a general circulation in New York (which is expected to be The Wall Street Journal) and in Amsterdam (which is expected to be Het Financieele Dagblad ) (and, if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort)) or, in the case of Definitive Notes, mail to Holders by first-class mail, postage prepaid, at their respective addresses as they appear on the registration books of the Registrar with a copy of such notice to the Trustee (and, if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, publish in a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort)). The Notice notice shall contain all instructions and materials (or instructions on how to obtain instructions and materials) necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The NoticeAsset Sale Offer shall be made to all Holders. The notice, 59 59 which shall govern the terms of the Asset Sale Offer, shall state: (aA) that the Asset Sale Offer is being made pursuant to this Section 6.054.16 and the length of time the Asset Sale Offer shall remain open; (bB) the Offer Amount (including the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”accrued and unpaid interest, if any), the purchase price and the Asset Sale Purchase Date; (cC) that any Note or portion thereof not tendered or accepted for payment will shall continue to accrue interestinterest and Additional Amounts, if any, in accordance with the terms thereof; (dD) that that, unless the Company defaults in making payment therefor any Note or portion thereof accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Additional Amounts, if any, after the Asset Sale Purchase Date; (e1) if any Global Note is being purchased in part, the portion of the principal amount of such Note to be purchased and that, after the Purchase Date, interest and Additional Amounts, if any, shall cease to accrue on the portion to be purchased, and upon surrender of such Global Note, the Global Note with a notation on Schedule A thereof adjusting the principal amount thereof to be equal to the unpurchased portion, will be returned and (2) if a Definitive Note may be purchased in part, that, after the Purchase Date, upon surrender of such Definitive Note, a new Definitive Note or Notes in aggregate principal amount equal to the unpurchased portion thereof will be issued in the name of the Holder thereof, upon cancellation of the original Note; (F) that Holders electing to have a Note or portion thereof purchased pursuant to an any Asset Sale Offer will shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse side of the Note completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the Notice notice at least five days three Business Days before the Asset Sale Purchase DateDate and must complete any form letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (fG) that that, subject to applicable law, Holders will shall be entitled to withdraw their election if the Company, depositary or Paying Agent Agent, as the case may be, receives, not later than three days prior to the Asset Sale second Business Day before the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note or portion thereof the Holder delivered for purchase purchase, the Note certificate number and a statement that such Holder is withdrawing his election to have the Note or portion thereof purchased;; 60 60 (gH) that that, if the aggregate principal amount of Notes and or Indebtedness tendered by Holders exceeds the Offer Amount, the selection of such Notes for purchase will be made by the Trustee in compliance with the requirements of the Company principal securities exchange, if any, on which is pari passu with the such Notes in a principal amount in excess are listed, or if such Notes are not so listed or such exchange prescribes no method of the Asset Sale Offer Amount are tendered pursuant selection, subject to the Asset Sale Offerapplicable law, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in by such other manner method as the Trustee in its sole discretion shall deem fair and appropriateappropriate (and in such manner as complies with applicable legal and exchange requirements); provided, however, that no Notes of $1,000 or less shall be purchased in part; provided further, that, subject to applicable law, in the event of partial purchase by lot, the particular Notes to be purchased shall be selected, unless otherwise provided herein, by the Registrar or Trustee from the outstanding Notes not previously called for purchase; and (hI) the instructions that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount must follow to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agenttender their Notes.

Limitation on Asset Sales. The Company Guarantor will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company (Guarantor or a such Restricted Subsidiary, as the case may be) for such disposition consists of Subsidiary is at least 70% cash; provided, however, that for purposes equal to the fair market value of this provision (i), the amount assets sold or disposed of any liabilities assumed by the transferee and any Notes or other Obligations received by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) at least 85% of the Company consideration received consists of cash or Temporary Cash Investments. In the event and to the extent that the Net Cash Proceeds received by the Guarantor or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Guarantor and its subsidiaries have been filed pursuant to Section 4.19 below), then the Guarantor or the Issuer shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Guarantor or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 above or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Guarantor or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the Company which ranks pari passu with property and assets of, or the Notesbusiness of, and/or the Guarantor and its Restricted Subsidiaries existing on the date of such investment and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such twelve-month period as set forth in clause (i) of the Company which is pari passu with preceding sentence and not applied as so required by the Notes) end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $10 million, the Issuer must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100101% of the principal amount of the Notes plus Notes, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company Issuer will not, and will not permit any Restricted Subsidiary to, make an effect or permit any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, Sale unless (i) the consideration received such Asset Sale is effected at fair market value (as determined in good faith by the Company Board of Directors of the Issuer), (or a Restricted Subsidiary, as ii) 80% of the case may be) for proceeds of such disposition Asset Sale consists of at least 70% cash(A) cash or Cash Equivalents, (B) property or assets to be owned by and used in the business of the Issuer or any Restricted Subsidiary of a nature or type or that are used in a business similar or related to the nature or type of the property and assets of, or the business of, the Issuer and its Restricted Subsidiaries existing on the date of such Asset Sale or (C) Capital Stock in one or more Persons principally engaged in a business similar or related to the business of the Issuer and its Restricted Subsidiaries existing on the date of such Asset Sale which thereby become Restricted Subsidiaries; provided, however, provided that for purposes of this provision (i), the amount of (a) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet) of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets and (b) any Notes notes or other Obligations obligations received by the Company Issuer or a any such Restricted Subsidiary which from a transferee that is assigned an Investment Grade Rating that are immediately converted by the Issuer or such Restricted Subsidiary into cash within 180 days after such Asset Sale (to the extent of the cash received) shall be deemed to be cashcash for the purposes of this clause (ii), and (iiiii) in the Company event and to the extent that the Net Cash Proceeds received by the Issuer or any of its Restricted Subsidiaries exceeds $10 million in any one fiscal year, then the Issuer shall or shall cause the relevant Restricted Subsidiary to (x) within 390 360 days after the date Net Cash Proceeds so received exceed $10 million in any one fiscal year (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay Indebtedness of the Issuer or of any Restricted Subsidiary, in each case owing to a Person other than the Issuer or any of its Restricted Subsidiaries or (B) at any time after the Issuer and its Restricted Subsidiaries shall have repaid Indebtedness totaling $100 million pursuant to clause (A) above, invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing so to invest within 360 days after the date of such sale agreement), in property or sales, apply assets of a nature or type or that are used in a business similar or related to the Net Proceeds from such sale nature or sales in excess of an amount equal to 10% type of the Company’s total consolidated property and assets of, or the business of, the Issuer and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (y) apply such excess Net Cash Proceeds (to the extent not applied pursuant to clause (Ax) a purchase above) as provided in the following four paragraphs. The amount of such excess Net Cash Proceeds required to be applied (or an Investment to be committed to be applied) during such 360-day period as set forth in Additional Assets clause (other than cash or cash equivalents), (Bx) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu preceding sentence and not applied as so required shall constitute "Excess Proceeds." Notwithstanding the foregoing, Asset Sales involving Unrestricted Investments need not comply with clause (ii) above and any foreclosures on assets of the NotesIssuer or any Restricted Subsidiary need not comply with clauses (i) or (ii) above. If, and/or as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer (Cas defined below) totals at least $10 million, the Issuer must, not later than the fifteenth Business Day of such month, make an offer (an "Excess Proceeds Offer") to acquire all or part purchase from the holders on a pro rata basis an aggregate principal amount of Notes equal to the Notes (or Indebtedness of the Company which is pari passu with the Notes) Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus Notes, plus, in each case, accrued interest (if any) to the redemption date and upon surrender of purchase (the "Excess Proceeds Payment"). The Issuer shall commence an Excess Proceeds Offer by mailing a notice to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall stateeach holder stating: (ai) that the Asset Sale Excess Proceeds Offer is being made pursuant to this Section 6.053.15 and that all Notes validly tendered will be accepted for payment on a pro rata basis; (bii) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase date of purchase (which shall be the date 20 Business Days from the date such notice is mailed) (the "Excess Proceeds Payment Date"); (ciii) that any Note not tendered or accepted for payment will continue to accrue interestinterest pursuant to its terms; (div) that that, unless the Issuer defaults in the payment of the Excess Proceeds Payment, any Note accepted for payment pursuant to the Asset Sale Excess Proceeds Offer shall cease to accrue interest on and after the Asset Sale Purchase Excess Proceeds Payment Date; (ev) that Holders holders electing to have a Note purchased pursuant to an Asset Sale the Excess Proceeds Offer will be required to surrender the Note, together with the form entitled “"Option of the Holder to Elect Purchase” " on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before notice prior to the Asset Sale Purchase close of business on the Business Day immediately preceding the Excess Proceeds Payment Date; (fvi) that Holders holders will be entitled to withdraw their his or her election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Dateclose of business on the third Business Day immediately preceding the Excess Proceeds Payment Date or such later date as is required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holdersuch holder, the principal amount of the Note the Holder Notes delivered for purchase and a statement that such Holder holder is withdrawing his or her election to have the Note such Notes purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (hvii) that Holders holders whose Notes were are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. On the Asset Sale Purchase Excess Proceeds Payment Date, the Company Issuer shall (i) accept for payment on a pro rata basis Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), Excess Proceeds Offer; (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted accepted; and (iii) deliver deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers’ ' Certificate stating specifying the Notes or portions thereof accepted for payment by the CompanyIssuer. The Paying Agent shall promptly mail or deliver to Holders the holders of Notes so accepted, accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or deliver to such Holders holders a new Note equal in principal amount of to any unpurchased portion of the Note surrendered. Any Notes not so accepted ; provided that each Note purchased and each new Note issued shall be promptly mailed in a principal amount of $1,000 or delivered by the Company to the Holder integral multiples thereof. The Company Issuer will publicly announce the results of the Asset Sale Excess Proceeds Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining practicable after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this IndentureExcess Proceeds Payment Date. For purposes of this Section 6.053.15, the Trustee shall act as the Paying Agent. The Issuer will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that such Excess Proceeds are received by the Issuer under this Section 3.15 and the Issuer is required to repurchase Notes as described above.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiary, as ii) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; provided, however, cash or Temporary Cash Investments or the assumption of Indebtedness of the Company or such Restricted Subsidiary provided that for purposes of this provision (i), the amount of any liabilities assumed by Company and its Restricted Subsidiaries are irrevocably released from all liability with respect to such Indebtedness. In the transferee event and any Notes or other Obligations to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission pursuant to be cashSection 4.18), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (x) within 390 days 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.09 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notesdate of such investment (as determined in good faith by the Board of Directors, and/or whose determination shall be conclusive and evidenced by a Board Resolution) and (Cy) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (x)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (x)) as provided in the following paragraphs of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12- month period as set forth in clause (x) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds". If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $10 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate Accreted Value of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount Accreted Value of the Notes plus on the relevant Payment Date, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company Issuer will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company Issuer or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 75% of the consideration received consists of cash or Temporary Cash Investments (with the amount of Indebtedness and liabilities of the Issuer or a Restricted Subsidiary, as the case may be) for such disposition consists of at least 70% cash; provided, however, Subsidiary that for purposes of this provision (i), the amount of any liabilities are unconditionally assumed by the transferee being deemed to be cash for the purposes of this Section 10.15). In the event and any Notes or other Obligations to the extent that the Net Cash Proceeds received by the Company Issuer or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the 1998 Senior Notes Issue Date in any period of 12 consecutive months exceed the greater of $10 million and 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Issuer and its Subsidiaries has been filed with the Commission or provided to the Trustee pursuant to Section 10.22 hereof, then the Issuer shall or shall cause the relevant Restricted Subsidiary which are immediately converted to (i) within 12 months after the date Net Cash Proceeds so received exceed the greater of $10 million and 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Issuer or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 10.23 hereof or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Issuer or any of its Subsidiaries, or (B) invest an amount equal to such excess Net Cash Proceeds, or the amount of such Net Cash Proceeds not so applied pursuant to clause (A) (or enter into cash shall be deemed a definitive agreement committing to be cash, and (ii) the Company shall so invest within 390 days 12 months after the date of such sale agreement), in Telecommunications Assets and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 10.15. The amount of such excess Net Cash Proceeds required to be applied (or salesto be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." Pending the final application of any such Net Cash 101 Proceeds, apply the Net Issuer or such Restricted Subsidiary may invest such funds in Temporary Cash Investments or temporarily reduce revolving Indebtedness under any Credit Facility or any Vendor Credit Facility. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 10.15 totals at least $10 million, the Issuer shall commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from such sale or sales in excess the Holders on a pro rata basis an aggregate principal amount of an amount Notes equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents)Excess Proceeds on such date, (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus plus, in each case, accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to To the Asset Sale Offer. The Notice, which shall govern extent the Issuer or a Restricted Subsidiary is required under the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company Issuer or such Restricted Subsidiary which is pari passu with, or (in the case of any secured Indebtedness) senior with respect to such collateral to, the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offerwith any proceeds which constitute Excess Proceeds under this Indenture, the Company Issuer shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on make a pro rata basis or offer to the holders of all other pari passu Indebtedness (including the Notes) with such proceeds. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by lot or in holders thereof exceeds the amount of such other manner as Excess Proceeds, the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of select the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant and other pari passu Indebtedness to the Asset Sale Offer (be purchased on a pro rata basis, by lot or in such other manner specified by . To the Trustee if required extent that the aggregate purchase price for the Notes tendered pursuant to paragraph (g) above)an Offer to Purchase is less than the Excess Proceeds, (ii) deposit with the Paying Agent money sufficient Issuer or any Restricted Subsidiary may use such deficiency for general corporate purposes. Upon completion of such Offer to pay Purchase, the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted Excess Proceeds shall be promptly mailed or delivered by the Company reset to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentzero.

Limitation on Asset Sales. The Company will not, [ADD: Intentionally Omitted.] [DELETE: In the event and will not permit any Restricted Subsidiary to, make an Asset Disposition, other than for fair market value and in to the ordinary course of business, with an aggregate net book value as of extent that the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless (i) the consideration Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months (other than Asset Sales by the Company or any Restricted Subsidiary to the Company or another Restricted Subsidiary) exceed 15% of Adjusted Consolidated Assets in any one fiscal year (determined as of the date closest to the commencement of such 12-month period for which a balance sheet of the Company and its Subsidiaries has been prepared), then the Company shall (i) within 12 months (or, in the case of Asset Sales of plants or facilities, 24 months) after the date Net Cash Proceeds so received exceed 15% of Adjusted Consolidated Assets in any one fiscal year (determined as of the date closest to the commencement of such 12-month period for which a balance sheet of the Company and its Subsidiaries has been prepared) (A) apply an amount equal to such excess Net Cash Proceeds to repay unsubordinated Indebtedness or Indebtedness of any Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a Restricted Subsidiarydefinitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets that are of a nature or type or are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Subsidiaries existing on the date thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraphs of this Section 3.09. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period or 24-month period, as the case may be) for such disposition consists of at least 70% cash; provided, however, that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations received by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) the Company shall within 390 days after the date of such sale or sales, apply the Net Proceeds from such sale or sales as set forth in excess of an amount equal to 10% of the Company’s total consolidated assets to clause (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer (as defined below) totals at least $10 million, the Company which ranks pari passu with must, not later than the Notesfifteenth Business Day of such month, and/or (C) make an offer (an "Excess Proceeds Offer") to acquire all or part purchase from the Holders and the holders of other unsubordinated Indebtedness on a pro rata basis an aggregate principal amount of Securities equal to the Notes (or Indebtedness of the Company which is pari passu with the Notes) Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100101% of the principal amount of the Notes plus such Securities, plus, in each case, accrued interest (if any) to the redemption date of purchase (the "Excess Proceeds Payment"). Notwithstanding the foregoing: (i) to the extent that any or all of the Net Cash Proceeds of any Asset Sale are prohibited or delayed by applicable local law from being repatriated to the United States of America, the portion of such Net Cash Proceeds so affected will not be required to be applied pursuant to this Section 3.09 but may be retained for so long, but only for so long, as the applicable local law will not permit repatriation to the United States of America (the Company hereby agrees to promptly take all reasonable actions required by the applicable local law to permit such repatriation) and upon surrender once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be applied in the manner set forth in this Section 3.09 as if such Asset Sale had occurred on the date of repatriation; and (ii) to the extent that the Board of Directors has determined in good faith that repatriation of any or all of the Net Cash Proceeds would have an adverse tax consequence to the Company, the Net Cash Proceeds so affected may be retained outside the United States of America for so long as such adverse tax consequence would continue. The Company shall commence an Excess Proceeds Offer by mailing a notice to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: each Holder stating: (ai) that the Asset Sale Excess Proceeds Offer is being made pursuant to this Section 6.05; 3.09 and that all Securities validly tendered will be accepted for payment on a pro rata basis; (bii) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase date of purchase (which shall be a Business Day no earlier than 30 days nor later than 40 days from the date such notice is mailed) (the "Excess Proceeds Payment Date; "); (ciii) that any Note Security not tendered or accepted for payment will continue to accrue interest; ; (div) that that, unless the Company defaults in the payment of the Excess Proceeds Payment, any Note Security accepted for payment pursuant to the Asset Sale Excess Proceeds Offer shall cease to accrue interest on and after the Asset Sale Purchase Excess Proceeds Payment Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not ------------------------- permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiary, as ii) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 15% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission pursuant to be cashSection 4.18), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days twelve months after the date Net Cash Proceeds so received exceed 15% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay secured Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary that has not executed a Subsidiary Guarantee, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notes, and/or date of such investment and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds". If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $20 million, the Company which must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and, if required by the terms of any Indebtedness that is pari passu with the NotesNotes ("Pari Passu Indebtedness"), from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus Notes, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary To the extent that any Excess Proceeds remain after consummation of an Offer to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made Purchase pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer4.11, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net may use those Excess Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with otherwise prohibited by this Indenture. For purposes Indenture and the amount of this Section 6.05, the Trustee Excess Proceeds shall act as the Paying Agentbe reset to zero.

Limitation on Asset Sales. The Company will shall not, and will shall not permit any Restricted Subsidiary to, make an complete any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiary, as ii) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cashany of its Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed $1.0 million, and (ii) then the Company shall or shall cause the relevant Subsidiary to: (i) within 390 days 12 months after the date Net Cash Proceeds so received (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay Indebtedness under Credit Facilities or any other Indebtedness of any Subsidiary thereof, or (B) invest an amount equal to such excess Net Cash Proceeds, or the amount of such Net Cash Proceeds not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in capital assets of a nature or salestype or that are used in a business (or in a Person having capital assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors in its reasonable judgment, whose determination shall be conclusive and evidenced by a Board Resolution); and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $1.0 million, the Company shall commence, not later than the fifteenth Business Day of such month, an Offer to Purchase from such sale or sales in excess the Holders on a pro rata basis an aggregate principal amount of an amount Notes equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents)Excess Proceeds on such date, (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the aggregate principal amount of the Notes plus on the relevant Payment Date plus, in each case, accrued interest (if any) to the redemption date Payment Date and upon surrender complete such Offer to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, in accordance with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentits terms.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiaryii) at least 75% of the consideration received (including the fair market value, as determined in good faith by the case may beBoard of Directors, of any non-cash consideration) for such disposition consists of at least 70% (w) cash, (x) Temporary Cash Investments, (y) marketable securities which are liquidated for cash within 90 days following the consummation of such Asset Sale, and (z) the assumption of Indebtedness of the Company or any Restricted Subsidiary (other than the Notes and the Note Guarantees); provided, however, provided that for purposes (1) such Indebtedness is not subordinate in right of this provision payment to the Notes and the Note Guarantees and (i), 2) the amount of any liabilities assumed by Company or such Restricted Subsidiary is irrevocably released and discharged from such Indebtedness. In the transferee event and any Notes or other Obligations to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cashconsolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 described above or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notes, and/or date of such investment and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $10 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus Notes, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to Payment Date. In the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders event that more than 98% of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the outstanding principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offersuch Offer to Purchase, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion balance of the Notes surrendered. On will be redeemable, at the Asset Sale Purchase DateCompany's option, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot in whole or in such other manner specified by the Trustee if required pursuant part, at any time or from time to paragraph (g) above)time thereafter, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted, payment in an amount at a Redemption Price equal to the purchase priceprice specified in such Offer to Purchase plus accrued and unpaid interest, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company if any, to the Holder thereof. The Company will publicly announce Redemption Date (subject to the results right of Holders of record on the Asset Sale Offer relevant Regular Record Date that is on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent prior to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying AgentRedemption Date to receive interest due on an Interest Payment Date).

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, Sale unless (i) the consideration received by Company or the Company (or a Restricted Subsidiary, as the case may be) for , receives consideration at the time of such sale or other disposition consists of at least 70% cash; provided, however, that for purposes equal to the Fair Market Value of this provision (i), the amount assets sold or disposed of any liabilities assumed as determined by the transferee and any Notes or other Obligations received by good-faith judgment of the Company or a Restricted Subsidiary Board of Directors, which are immediately converted into cash determination, in each case where such fair market value is greater than $5.0 million, shall be deemed to be cash, evidenced by a Board Resolution and (ii) at least 75% of the consideration received for such sale or other disposition consists of cash or cash equivalents or the assumption of unsubordinated Indebtedness. The Company shall, or shall cause the relevant Restricted Subsidiary to, within 390 360 days after the date of such sale or sales, apply receipt of the Net Cash Proceeds from such sale or sales in excess of an Asset Sale, (i) (A) apply an amount equal to 10% of the Company’s total consolidated assets such Net Cash Proceeds to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of permanently repay unsubordinated Indebtedness of the Company which ranks pari passu with or Indebtedness of any Restricted Subsidiary, in each case owing to a Person other than the NotesCompany or any of its Restricted Subsidiaries or (B) invest an equal amount, and/or or the amount not so applied pursuant to clause (CA) in long-term property or assets of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the 360-day period referred to above) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraphs of this Section 1017. The amount of such Net Cash Proceeds required to be applied (or to be committed to be applied) during such 360-day period in the manner as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer (as defined below) totals at least $10.0 million, the Company must, not later than the 30th Business Day thereafter, (i) use such Excess Proceeds to make an offer to acquire all or part of purchase the 11-3/4% Senior Notes (or Indebtedness due 2004 of the Company which is pari passu in accordance with the Notesterms of such Indebtedness which require such a purchase offer and do not provide for proration of the amount of such Indebtedness to be purchased with such Exceeds Proceeds (the "1997 Senior Notes Offer") and (ii) to the extent Excess Proceeds remain after such offer is consummated, make an offer (an "Excess Proceeds Offer") to purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Proportionate Share of the Excess Proceeds on such date remaining after application pursuant to the 1997 Senior Notes Offer, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus Notes, plus, in each case, accrued and unpaid interest to the redemption date and upon surrender of purchase (the "Excess Proceeds Payment"). The Company shall commence an Excess Proceeds Offer by mailing a notice to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall stateeach Holder stating: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiary, as ii) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cashcash or Temporary Cash Investments; provided, however, that for purposes of this provision clause (i), ii) shall not apply to long-term assignments in capacity in a telecommunications network. In the amount of any liabilities assumed by event and to the transferee and any Notes or other Obligations extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission pursuant to be cashSection 4.17), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notesdate of such investment (as determined in good faith by the Board of Directors, and/or whose determination shall be conclusive and evidenced by a Board Resolution) and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $5 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 49 43 100% of the principal amount of the Notes plus Notes, plus, in each case, accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset DispositionSale, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless unless: (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of, and (or a Restricted Subsidiary, as ii) at least 75.0% of the case may beconsideration received (excluding any amount of Released Indebtedness) for such disposition consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10.0% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed or provided to the Trustee pursuant to Section 4.18), then the Company shall or shall cause a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash(A) within 12 months after the date Net Cash Proceeds so received exceeds 10.0% of Adjusted Consolidated Net Tangible Assets (1) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, and (ii) or Indebtedness of any Restricted Subsidiary of the Company, in each case owing to a Person other than the Company shall or any of its Restricted Subsidiaries or (2) invest an equal amount, or the amount not so applied pursuant to clause (1) (or enter into a definitive agreement committing to so invest within 390 days 12 months after the date of such sale agreement), in property or salesassets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, apply or engaged in a business) similar or related to the Net Proceeds from such sale nature or sales in excess of an amount equal to 10% type of the Company’s total consolidated property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment, and (B) apply (no later than the end of the 12-month period referred to in clause (A)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (A)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with preceding sentence and not applied as so required by the Notes, and/or end of such period shall constitute "Excess Proceeds;" and (C) make an offer to acquire all or part the extent of the Notes balance of any Net Cash Proceeds after application thereof in accordance with clauses (or Indebtedness A) and (B), use such Net Cash Proceeds for any general corporate purposes permitted by the terms of this Indenture. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least U.S.$20.0 million, the Company which must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that is pari passu with the NotesNotes ("Pari Passu Indebtedness"), from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100100.0% of the principal amount of the Notes plus (and Pari Passu Indebtedness) plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed purchase (the “Asset Sale Offer Amount”"Excess Proceeds Payment Date"), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, make consummate an Asset DispositionSale unless (A) an amount equal to the Net Cash Proceeds therefrom is (i) applied to a Note Redemption, other than for fair market value and (ii) used to make cash payments in the ordinary course of businessbusiness and consistent with past practices that are not otherwise prohibited by this Indenture, provided, however, that the aggregate amount so used pursuant to this clause (ii) from and after the Issue Date does not exceed $3 million (without duplication of amounts used to acquire any Capital Assets in accordance with clause (iii) of this Section 4.14(a) below), (iii) used for Capital Expenditures in a Related Business within 180 days after the date of such Asset Sale; or (iv) with respect to an aggregate net book value as Asset Sale by the Company or any of its Subsidiaries resulting from (x) the end damage to or destruction of assets for which Insurance Proceeds are paid or (y) condemnation, eminent domain or similar type proceedings, in each case, used for Capital Expenditures in a Related Business within 360 days after the immediately preceding fiscal quarter greater than 10date of such Asset Sale; and (B) in the case of any Asset Sale or series of related Asset Sales for total proceeds in excess of $1 million, at least 85% of the Company’s total consolidated assets as value of that date, unless (i) the consideration received by for such Asset Sale consists of cash, Cash Equivalents or Exchange Assets, or any combination thereof. Notwithstanding anything to the contrary contained in this Section 4.14, the Company (shall not effect the consummation of, and shall not permit Galveston Bay Pipeline or a Restricted SubsidiaryGalveston Bay Processing, as the case may be, to consummate, a GB Facility Asset Sale unless an amount equal to the Net GB Financing Proceeds resulting therefrom is (i) distributed by Galveston Bay Pipeline or Galveston Bay Processing, as the case may be, to the Company and used by the Company for Capital Expenditures in a Related Business of such disposition consists the Company, each within 180 days after the date of consummation of such GB Facility Asset Sale, or (ii) to the extent not used in accordance with clause (i) preceding within 180 days after the date of consummation of such GB Facility Asset Sale, applied by the Company as provided in Section 4.14(b). (b) To the extent of the balance of such Net Cash Proceeds remaining after application in accordance with Section 4.14(a), the Company shall make an offer to the Holders to purchase Notes pursuant to and subject to the conditions contained in this Indenture. Notwithstanding the foregoing provision of this paragraph, the Company and its Subsidiaries shall not be required to apply any Net Cash Proceeds in accordance with this Section 4.14(b) except to the extent that the aggregate Net Cash Proceeds from all Asset Sales which are not applied in accordance with Section 4.14(a) or with this Section 4.14(b) exceeds $5 million. Pending application of Net Cash Proceeds pursuant to this Section 4.14(b), such Net Cash Proceeds shall be invested in Permitted Investments. (c) In the event of an Asset Sale that requires the purchase of Notes pursuant to Section 4.14(b), the Company shall be required to purchase Notes tendered pursuant to an offer by the Company for the Notes (the "Repurchase Offer") at least 70a purchase price of 100% cash; provided, however, that of their principal amount (without premium) plus accrued but unpaid interest in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.14(d). The Company shall not be required to make a Repurchase Offer to purchase Notes pursuant to this Section 4.14 if the Net Cash Proceeds available therefor is less than $5 million (which lesser amount shall be carried forward for purposes of this provision determining whether such an Offer is required with respect to the Net Cash Proceeds from any subsequent Asset Sale). (i)1) Promptly, and in any event within 20 days after the Company becomes obligated to make a Repurchase Offer, the amount of any liabilities assumed Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the transferee and any Holder may elect to have his Notes or other Obligations received purchased by the Company either in whole, or in part in integral multiples of $1,000 of principal amount, at the applicable purchase price (subject to prorating as hereinafter described in the event the Offer is oversubscribed). The notice shall specify a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) the Company shall within 390 purchase date not less than 30 days nor more than 60 days after the date of such sale or sales, apply notice (the Net Proceeds from "Repurchase Date") and shall contain such sale or sales in excess of an amount equal to 10% of information concerning the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness business of the Company which ranks pari passu with the Notes, and/or (C) Company in good faith believes will enable such Holders to make an offer to acquire all or part informed decision (which at a minimum will include (i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Notes (or Indebtedness Company, the most recent subsequently filed Quarterly Report on Form 10-Q of the Company which is pari passu with and any Current Report on Form 8-K of the NotesCompany filed subsequent to such Quarterly Report, other than Current Reports describing Asset Sales otherwise described in the offering materials (or corresponding successor reports), (ii) at a purchase price equal description of material developments in the Company's. business subsequent to the principal amount thereof plus accrued date of the latest of such Reports, (iii) if material, appropriate pro forma financial information, and unpaid interest thereon (iv) all instructions and materials necessary to the purchase date. In the event the Company shall be required to offer to redeem tender Notes pursuant to the provisions Repurchase Offer, together with the information contained in clause (3) of this Section 6.054.14(d). (2) Not later than the date upon which written notice of a Repurchase Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers’ ' Certificate specifying as to (i) the amount of the Repurchase Offer (the "Repurchase Offer Amount") , (ii) the allocation of the Net Cash Proceeds from the Asset Sale Sales pursuant to which such Offer Amount is being made, and (as defined belowiii) and the proposed date compliance of purchase such allocation with the provisions of the Notes by the Company (the “Asset Sale Purchase Date”Section 4.06(b). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase DateOn such date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to also irrevocably deposit with the Trustee or the Paying Agentwith a paying agent (or, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by if the Company is acting as its own paying agent, segregate and hold in trust) in cash or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The NoticeCash Equivalents, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” maturing on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days last day prior to the Asset Sale Purchase DateRepurchase Date or on the Repurchase Date if funds are immediately available by opening of business, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted, payment in an amount equal to the purchase price, and Repurchase Offer Amount to be held for payment in accordance with the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes provisions of this Section 6.05, the Trustee shall act as the Paying Agent4.

Limitation on Asset Sales. The Company will not, In the event and will not permit any Restricted Subsidiary to, make an Asset Disposition, other than for fair market value and in to the ordinary course of business, with an aggregate net book value as of extent that the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless (i) the consideration received by the Company (or a Restricted Subsidiary, as the case may be) for such disposition consists of at least 70% cash; provided, however, that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to be cashthe Trustee), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to: (i) within 390 days twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets, (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any Affiliate of the Company, or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale or salesagreement), in Replacement Assets, and (ii) apply (no later than the Net Proceeds from such sale or sales in excess of an amount equal to 10% end of the Company’s total consolidated assets 12-month period referred to in clause (Ai)) a purchase of or an Investment such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i) as extended in Additional Assets (other than cash or cash equivalents), accordance with any definitive agreement referred to in subclause (B)) repayments, redemptions as provided in the following paragraphs of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or repurchases of Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the Company which ranks pari passu with preceding sentence and not applied as so required by the Notesend of such period shall constitute “Excess Proceeds.” If, and/or (C) make an offer to acquire all or part as of the Notes (or Indebtedness first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $10.0 million, the Company which must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that is pari passu with the NotesNotes (“Pari Passu Indebtedness”), from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to the 100% of their principal amount thereof plus amount, plus, in each case, accrued and unpaid interest thereon (if any) to the purchase datePayment Date. In the event the Company shall be required If any Excess Proceeds remain after consummation of an Offer to offer to redeem Notes pursuant to the provisions of this Section 6.05Purchase, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes or any Restricted Subsidiary may use such Excess Proceeds for any purpose not otherwise prohibited by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date;Indenture. (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to Section 4.17 of the Asset Sale Offer Indenture shall cease to accrue interest after be amended by deleting the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, text of such Section in its entirety and replacing it with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.following text:

Limitation on Asset Sales. The Company will not(1) In the event and to the extent that the Net Cash Proceeds received by the Issuer or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Issue Date in any period of 12 consecutive months (other than Asset Sales by the Issuer or any Restricted Subsidiary to the Issuer or another Restricted Subsidiary) exceed 20% of Consolidated Net Tangible Assets in any one fiscal year (determined as of the date closest to the commencement of such 12-month period for which a balance sheet of the Issuer and its Subsidiaries has been prepared), and will not permit any then the Issuer shall, or shall cause such Restricted Subsidiary to, make an Asset Disposition, other than for fair market value and (i) within 12 months after the date Net Cash Proceeds so received exceed 20% of Consolidated Net Tangible Assets in the ordinary course of business, with an aggregate net book value any one fiscal year (determined as of the end date closest to the commencement of such 12-month period for which a balance sheet of the immediately preceding fiscal quarter greater than 10% Issuer and its Subsidiaries has been prepared) (A) apply an amount equal to such excess Net Cash Proceeds to repay unsubordinated Indebtedness of the Company’s total consolidated assets as Issuer or Indebtedness of that date, unless (i) the consideration received by the Company (or a any Restricted Subsidiary, as in each case owing to a Person other than the case may beIssuer or any of its Subsidiaries or (B) for such disposition consists of at least 70% cash; providedinvest an equal amount, however, that for purposes of this provision (i), or the amount of any liabilities assumed by the transferee and any Notes not so applied pursuant to clause (A) (or other Obligations received by the Company or enter into a Restricted Subsidiary which are immediately converted into cash shall be deemed definitive agreement committing to be cash, and (ii) the Company shall so invest within 390 days 12 months after the date of such sale agreement), in property or salesassets of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, apply or engaged in a business) similar or related to the Net Proceeds from such sale nature or sales in excess of an amount equal to 10% type of the Company’s total consolidated property and assets of, or the business of, the Issuer and its Subsidiaries existing on the date thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraphs of this Section 7(i). The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with preceding sentence and not applied as so required by the Notesend of such period shall constitute "Excess Proceeds." (2) If, and/or as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer (Cas defined below) totals at least FF57 million, the Issuer must, not later than the fifteenth Business Day of such month, make an offer (an "Excess Proceeds Offer") to acquire all or part purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Notes (or Indebtedness of the Company which is pari passu with the Notes) Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100101% of the principal amount of the Notes such Notes, plus accrued interest (if any) to the redemption date and upon surrender of purchase (the "Excess Proceeds Payment"). (3) The Issuer shall commence an Excess Proceeds Offer by mailing a notice to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is Agents and providing notice to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: each Holder stating: (ai) that the Asset Sale Excess Proceeds Offer is being made pursuant to this Section 6.05; 7(i) and that all Notes validly tendered will be accepted for payment on a pro rata basis; (bii) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the "Excess Proceeds Payment Date; "); (ciii) that any Note not tendered or accepted for payment will continue to accrue interest; interest pursuant to its terms; (div) that that, unless the Issuer defaults in the payment of the Excess Proceeds Payment, any Note accepted for payment pursuant to the Asset Sale Excess Proceeds Offer shall cease to accrue interest after the Asset Sale Purchase Excess Proceeds Payment Date; ; (ev) that Holders electing to have a Note purchased pursuant to an Asset Sale the Excess Proceeds Offer will be required to surrender the Note, together with the form entitled “"Option of the Holder to Elect Purchase” " on the reverse side of the Note completed, to the a Paying Agent at the address specified in the Notice at least five days before notice prior to the Asset Sale Purchase close of business on the Business Day immediately preceding the Excess Proceeds Payment Date; ; (fvi) that Holders will be entitled to withdraw their election if the such Paying Agent receives, not later than three days prior to the Asset Sale Purchase close of business on the third Business Day immediately preceding the Excess Proceeds Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the such Holder, the principal amount of the Note the Holder Notes delivered for purchase and a statement that such Holder is withdrawing his election to have the Note such Notes purchased; ; and (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (hvii) that Holders whose Notes were are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. ; provided that each Note purchased and each new Note issued shall be in a principal amount at maturity of DM 1,000 or integral multiples thereof. (4) On the Asset Sale Purchase Excess Proceeds Payment Date, the Company Issuer shall (i) accept for payment on a pro rata basis Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), Excess Proceeds Offer; (ii) deposit with the a Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted accepted; and (iii) deliver or cause to the Trustee be delivered to such Paying Agent all Notes or portions thereof so accepted accepted, together with an Officers’ ' Certificate stating specifying the Notes or portions thereof accepted for payment by the CompanyIssuer. The Such Paying Agent shall promptly mail or deliver to the Holders of Notes so accepted, accepted payment in an amount equal to the purchase price, and the Trustee such Paying Agent shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount of to any unpurchased portion of the Note surrendered. Any Notes not so accepted ; provided that each Note purchased and each new Note issued shall be promptly mailed in an original principal amount at maturity of DM 1,000 or delivered by the Company to the Holder integral multiples thereof. The Company Issuer will publicly announce the results of the Asset Sale Excess Proceeds Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining practicable after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying AgentExcess Proceeds Payment Date.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless Sale unless: (i1) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of; and (2) at least 75% of the consideration received consists of (a) cash or a Temporary Cash Investments, (b) the assumption of unsubordinated Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary (in each case, other than Indebtedness owed to the Company or any Affiliate of the Company), provided that the Company, such Subsidiary Guarantor or such other Restricted Subsidiary is irrevocably released in writing from all liability under such Indebtedness, or (c) Replacement Assets. The Company will, or will cause the relevant Restricted Subsidiary to: (1) within twelve months after the date of receipt of any Net Cash Proceeds from an Asset Sale: (A) apply an amount equal to such Net Cash Proceeds to permanently repay Indebtedness under any Credit Facility or other unsubordinated secured Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary, as the case may be) for such disposition consists of at least 70% cash; providedin each case, however, that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or owing to a Person other Obligations received by than the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) any Affiliate of the Company shall (and to cause a corresponding permanent reduction in commitments if such repaid Indebtedness was outstanding under the revolving portion of a Credit Facility); or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 390 days 12 months after the date of such sale or sales, agreement) in Replacement Assets; and (2) apply (no later than the Net Proceeds from such sale or sales in excess of an amount equal to 10% end of the Company’s total consolidated assets 12-month period referred to in clause (A1)) a purchase any excess Net Cash Proceeds (to the extent not applied pursuant to clause (1)) as provided in the following paragraphs of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or an Investment to be committed to be applied) during such 12-month period as set forth in Additional Assets clause (other than cash or cash equivalents), (B1) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with preceding sentence and not applied as so required by the Notesend of such period shall constitute “Excess Proceeds.” If, and/or (C) make an offer to acquire all or part as of the Notes (or Indebtedness first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $50.0 million, the Company which must commence, not later than the last Business Day of such month, and consummate an Offer to Purchase from the Holders (and, if required by the terms of any Indebtedness that is pari passu with the NotesNotes (“Pari Passu Indebtedness”), from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the their principal amount of the Notes plus amount, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary To the extent that any Excess Proceeds remain after consummation of an Offer to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made Purchase pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer4.10, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net may use those Excess Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with otherwise prohibited by this Indenture and the amount of Excess Proceeds shall be reset to zero. Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 75% of the consideration received consists of cash or Temporary Cash Investments or the assumption of Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary, as provided that the case may be) for Company or such disposition consists of at least 70% cash; provided, however, Restricted Subsidiary is irrevocably released from all liability under such Indebtedness. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to be cashthe Trustee pursuant to Section 4.17), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notes, and/or date of such investment and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12- month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $10 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus Notes, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, not and will not permit any Restricted Subsidiary to, directly or indirectly, make any sale, transfer, lease (as lessor), loan or other disposition of any property or assets (an "Asset Disposition, Sale") other than for fair market value and than: (a) Asset Sales in the ordinary course of business; (b) Asset Sales of property or assets by a Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary; (c) any Asset Sale involving assets or the capital stock of any member of the Pittston Minerals Group; (d) any Asset Sale involving aircraft, with an aircraft replacement parts and facilities and equipment by BAX Global Inc. and/or its Subsidiaries up to $75,000,000 on a cumulative basis for all periods after September 30, 2000; (e) any Asset Sale to the extent made in exchange for other property or assets for use in the business of the Company and its Restricted Subsidiaries; and (f) other Asset Sales, 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, and (ii) the aggregate net book value of property or assets disposed of in such Asset Sale and all other Asset Sales under this clause (f) by the Company and its Restricted Subsidiaries does not exceed (x) 15% of Consolidated Total Assets during the immediately preceding twelve months or (y) 30% of Consolidated Total Assets since the date of the Closing (Consolidated Total Assets in each case determined as of the end last day of the immediately preceding fiscal quarter greater than 10% quarterly accounting period ending on or most recently prior to the date of such Asset Sale) and provided further that for purposes of subclause (ii) above there shall be included the Company’s total consolidated net book value of property or assets as disposed of in an Asset Sale only to the extent that date, unless (i) an amount equal to the consideration received net proceeds realized upon such Asset Sale has not been applied by the Company (or a such Restricted Subsidiary, as the case may be) for such disposition consists of at least 70% cash; provided, however, that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations received by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) the Company shall within 390 365 days after the effective date of such sale or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets Asset Sale to (A1) a purchase of the reinvestment in property or an Investment assets for use in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness the business of the Company which ranks pari passu with and its Restricted Subsidiaries, (2) the Notes, and/or repayment of unsubordinated funded Indebtedness or (C3) make an offer to acquire all payment into The Pittston Company Employee Welfare Benefit Trust or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders any successor of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agenttrust.

Limitation on Asset Sales. The Company WCI will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company (WCI or a such Restricted Subsidiary, as the case may be) for such disposition consists of Subsidiary is at least 70% cash; provided, however, that for purposes equal to the fair market value of this provision (i), the amount assets sold or disposed of any liabilities assumed by the transferee and any Notes or other Obligations received by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) at least 85% of the Company consideration received consists of cash or Temporary Cash Investments. In the event and to the extent that the Net Cash Proceeds received by WCI or its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of WCI and its Subsidiaries has been prepared), then WCI shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days six months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of WCI, or Indebtedness of any Restricted Subsidiary, in each case owing to a Person other than WCI or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within six months after the date of such sale agreement), in property or salesassets of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, WCI and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the six-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such six-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $10,000,000, WCI or the Company must commence, not later than the 15th Business Day after the first day of such month, and consummate an Offer to Purchase from such sale or sales in excess the Holders on a pro rata basis an aggregate principal amount of an amount Securities equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents)Excess Proceeds on such date, (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100101% of the principal amount of the Notes such Securities on such date of purchase, plus accrued and unpaid interest (if any) on such amount to the redemption date and upon surrender to of purchase. Notwithstanding the Trustee or the Paying Agentforegoing, the Holders of such Notes shall be paid Company will not, and WCI will not permit the redemption price. The Company to, consummate any Asset Sale Offer is to be of Collateral unless (A) such Asset Sale complies with clause (i) and shall be mailed by (ii) of the first paragraph of this Section 4.11 and the Company or applies the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open Net Cash Proceeds from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions within 45 days following the receipt of such Net Cash Proceeds to acquire additional Designated Equipment and materials (B) the Company takes such action as is necessary to enable vest in the Trustee a security interest in such Holders to tender Notes additional Designated Equipment pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price 4.22 and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying AgentSecurity Documents.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 75% of the consideration received consists of cash or Temporary Cash Investments. For purposes of this Section 4.11, the following are deemed to be cash: (x) the principal amount or accreted value (whichever is larger) of Indebtedness of the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary has either (A) received a written release or (B) been released by operation of law, in either case, from all liability on such Indebtedness in connection with such Asset Sale and (y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to the Trustee pursuant to Section 4.18 hereof), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 hereof or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a Person (other than a natural person) having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted SubsidiarySubsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "EXCESS PROCEEDS." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis, and an offer to purchase any outstanding Indebtedness with similar provisions requiring the Company to make an offer to purchase such Indebtedness, in an aggregate principal amount at maturity of Notes (or, if prior to February 15, 2003, the Accreted Value of the Notes) and such PARI PASSU Indebtedness equal to (A) with respect to the Notes, the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount at maturity of the Notes (or, if prior to February 15, 2003, the Accreted Value of the Notes) and the denominator of which is the sum of the outstanding principal amount at maturity of the Notes (or, if prior to February 15, 2003, the Accreted Value of the Notes) and such PARI PASSU Indebtedness (the product hereinafter referred to as the "NOTE AMOUNT"), and (B) with respect to the PARI PASSU Indebtedness, the excess of the Excess Proceeds over the Note Amount, at a purchase price equal to 100% of the Accreted Value of the Notes or such PARI PASSU Indebtedness, as the case may be, on the relevant Payment Date or such other date set forth in the documentation governing the PARI PASSU Indebtedness, plus, in each case, accrued interest (if any) to the Payment Date or such other date set forth in the documentation governing the PARI PASSU Indebtedness. If the aggregate purchase price of the Notes tendered pursuant to the Offer to Purchase is less than the Excess Proceeds, the amount remaining will be available for such disposition consists use by the Company for general corporate purposes. Upon the consummation of at least 70% cash; provided, however, that for purposes any Offer to Purchase in accordance with the terms of this provision (i)Indenture, the amount of Net Cash Proceeds from Asset Sales subject to any liabilities assumed by the transferee and any Notes or other Obligations received by the Company or a Restricted Subsidiary which are immediately converted into cash future Offer to Purchase shall be deemed to be cash, and (ii) the Company shall within 390 days after the date of such sale or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentzero.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiary, as ii) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 15% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission pursuant to be cashSection 4.17), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days twelve months after the date Net Cash Proceeds so received exceed 15% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notes, and/or date of such investment and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute “Excess Proceeds.” If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $10 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus Notes, plus, in each case, accrued interest (if any) to the redemption date and upon surrender Payment Date; provided, however, that no Excess Proceeds Offer shall be required to be commenced with respect to the Trustee or Notes until the Paying Agent, Business Day following the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) dates that the Asset Sale Offer is being payments are made pursuant to similar offers that are made to holders of Senior Indebtedness, and need not be commenced if the Excess Proceeds remaining after application to the Senior Indebtedness purchased in the offers made to the holders of the Senior Indebtedness are less than $10 million; provided further, however, that no Notes may be purchased under this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of 4.10 unless the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are shall have purchased all Senior Indebtedness tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentoffers applicable thereto.

Limitation on Asset Sales. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, make consummate an Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless Sale unless: (i) the consideration received by Company or the Company (or a applicable Restricted Subsidiary, as the case may be) for , receives consideration at the time of such disposition consists of Asset Sale at least 70% cash; provided, however, that for purposes equal to the fair market value of this provision the assets sold or otherwise disposed of (i), the amount of any liabilities assumed as determined in good faith by the transferee and any Notes or other Obligations Company's Board of Directors); (ii) at least 75% of the consideration received by the Company or a the Restricted Subsidiary which are immediately converted into cash Subsidiary, as the case may be, from such Asset Sale shall be deemed to be cash, in the form of cash or Cash Equivalents and is received at the time of such disposition; and (iiiii) upon the consummation of an Asset Sale, the Company shall within 390 days after the date of apply, or cause such sale or salesRestricted Subsidiary to apply, apply the Net Cash Proceeds from relating to such sale or sales in excess Asset Sale within 360 days of an amount equal to 10% of the Company’s total consolidated assets to receipt thereof either (A) to prepay any Senior Debt or Guarantor Senior Debt and, in the case of any Senior Debt or Guarantor Senior Debt under any revolving credit facility, effect a purchase of or an Investment permanent reduction in Additional Assets (other than cash or cash equivalents)the availability under such revolving credit facility, (B) repayments, redemptions to make any investment in assets which constitute or repurchases are part of Indebtedness businesses which are materially related to the business of the Company and its Subsidiaries as of the Issue Date or in 100% of the issued and outstanding Capital Stock of a Person the assets of which ranks pari passu with the Notesare principally comprised of such assets ("Replacement Assets"), and/or or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to acquire purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all or part Holders on a pro rata basis, that amount of Notes equal to the Notes (or Indebtedness of the Company which is pari passu with the Notes) Net Proceeds Offer Amount at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the redemption date and upon surrender to the Trustee or the Paying Agentof purchase; provided, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed however, that if at any time any non-cash consideration received by the Company or the Trustee to the Holders any Restricted Subsidiary of the Notes at their last registered address. The Company, as the case may be, in connection with any Asset Sale Offer shall remain open from the time is converted into or sold or otherwise disposed of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary for cash (other than interest received with respect to enable any such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”non-cash consideration), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered then such conversion or accepted for payment will continue disposition shall be deemed to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.16. The Company may defer the Net Proceeds Offer will be required until there is an aggregate unutilized Net Proceeds Offer Amount equal to surrender the Note, with the form entitled “Option or in excess of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent $5,000,000 resulting from one or more Asset Sales (at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holderwhich time, the principal amount of entire unutilized Net Proceeds Offer Amount, and not just the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of $5,000,000, shall be applied as required pursuant to this paragraph). Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries shall be permitted to consummate an Asset Sale Offer Amount are tendered pursuant without complying with such paragraph to the extent (i) at least 80% of the consideration for such Asset Sale Offerconstitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that if the total consideration with respect to such Asset Sale is greater than $10.0 million (as determined in good faith by the Company's Board of Directors), the Company shall purchase Notes and Indebtedness obtain a fairness opinion from an Independent Financial Advisor; provided, further, that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the Company which ranks pari passu immediately preceding paragraph. Each Net Proceeds Offer shall be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by lot or in such law. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other manner as the Trustee shall deem fair securities laws and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount regulations thereunder to the unpurchased portion extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the Notes surrendered. On extent that the Asset Sale Purchase Dateprovisions of any securities laws or regulations conflict with this Section 4.16, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit comply with the Paying Agent money sufficient applicable securities laws and regulations and shall not be deemed to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of have breached its obligations under this Section 6.05, the Trustee shall act as the Paying Agent4.16 by virtue thereof.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiary, as ii) at least 85% of the case may be) for such disposition consideration received consists of at least 70% cashcash or Temporary Cash Investments; providedPROVIDED, howeverHOWEVER, that for purposes of this provision clause (i), ii) shall not apply to long-term assignments in capacity in a telecommunications network. In the amount of any liabilities assumed by event and to the transferee and any Notes or other Obligations extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cashconsolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notesdate of such investment (as determined in good faith by the Board of Directors, and/or whose determination shall be conclusive and evidenced by a Board Resolution) and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4,10. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $5 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a PRO RATA basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus Notes, plus, in each case, accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will shall not, and will shall not permit any Restricted Subsidiary to, make an consummate any Asset DispositionSale, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless unless: (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of; and (ii) at least 75% of the consideration received consists of: (A) Replacement Assets (as defined in clause (i)(B) below); or (B) cash or a Temporary Cash Investments, provided that the amount of: (a) any liabilities (as shown on the Company's or such Restricted Subsidiary, as 's most recent balance sheet) of the case may be) for Company or any such disposition consists of at least 70% cash; provided, however, Restricted Subsidiary that for purposes of this provision (i), the amount of any liabilities are assumed by the transferee of any such assets, provided that the Company or such Restricted Subsidiary is irrevocably and unconditionally released in writing from all such liabilities, or (b) any Notes notes or other Obligations obligations received by the Company or a any such Restricted Subsidiary which from such transferee that are immediately converted within 120 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cashcash for the purposes of determining the percentage of cash or Temporary Cash Investments received by the Company or such Restricted Subsidiary. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Issue Date in any period of 385 days exceed the greater of (A) $10 million or (B) 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 385 day period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to the Trustee), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to: (i) within 390 385 days after the date Net Cash Proceeds so received exceed the greater of $10 million or 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or any Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries; or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 385 days after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notes, and/or date of such investment (C"Replacement Assets"); and (ii) make an offer to acquire all or part apply (following the end of the Notes 385 days referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 385 days as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $10 million, the Company which must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that is pari passu with the NotesNotes ("pari passu Indebtedness"), from the holders of such pari passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and pari passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus thereof, plus, in each case, accrued interest (if any) to the redemption date and upon surrender Payment Date. To the extent that any Excess Proceeds remain after consummation of an Offer to the Trustee or the Paying AgentPurchase, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that Restricted Subsidiary may use such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Excess Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this otherwise prohibited by the Indenture. For purposes , and the amount of this Section 6.05, the Trustee Excess Proceeds shall act as the Paying Agentbe reset at zero.

Limitation on Asset Sales. (a) The Parent Company will and the Company shall not, and will shall not permit any Restricted Subsidiary to, make an consummate any Asset DispositionSale, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless unless: (i1) the consideration received by the Parent Company, the Company or the Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of; and (2) at least 75% of the consideration received consists of cash, Temporary Cash Investments or the assumption of Indebtedness of the Parent Company (other than Indebtedness that is subordinated to the Parent Guarantee), the Company (other than Indebtedness that is subordinated to the Notes) or a Restricted SubsidiarySubsidiary (other than Indebtedness that is subordinated to the relevant Subsidiary Guarantee) and unconditional release of the Parent Company, as the case may be) for such disposition consists of at least 70% cashCompany or the Restricted Subsidiary from all liability on the Indebtedness assumed; provided, however, that this clause (2) shall not apply to the lease, sharing, assignment or other use of conduit, cable, fiber lines or facilities, rights of way or other access rights or the assignment of transmission or network capacity. (b) In the event and to the extent that the Net Cash Proceeds received by the Parent Company, the Company or any Restricted Subsidiary from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for purposes which a consolidated balance sheet of this provision (ithe Parent Company and its Subsidiaries has been filed with the Commission or provided to the Trustee or posted pursuant to Section 4.18), then the Parent Company and the Company shall or shall cause the relevant Restricted Subsidiary to: (1) within 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets: (A) apply an amount equal to such excess Net Cash Proceeds less any amounts invested within 6 months prior to such Asset Sale in property or assets of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Parent Company, the Company and its Restricted Subsidiaries on the date of such Asset Sale (the “Adjusted Net Cash Proceeds”) to permanently repay unsubordinated Indebtedness of the Parent Company, the Company or any Subsidiary Guarantor, in each case owing to a Person other than the Parent Company, the Company or any Restricted Subsidiary; or (B) invest an equal amount, or the amount of any liabilities assumed by the transferee and any Notes Adjusted Net Cash Proceeds not so applied pursuant to clause (A) (or other Obligations received by the Company or enter into a Restricted Subsidiary which are immediately converted into cash shall be deemed definitive agreement committing to be cash, and (ii) the Company shall so invest within 390 days 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalentstype or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Parent Company, the Company and the Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution); and (2) apply (no later than the end of the 12-month period referred to in clause (1)) such excess Adjusted Net Cash Proceeds (to the extent not applied pursuant to clause (1)) as provided in Section 4.11(c). The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (1) of the preceding sentence and not applied as so required by the end of such period shall constitute “Excess Proceeds”. (c) If, (B) repaymentsas of the first day of any calendar month, redemptions the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $100 million, the Company shall commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes and, to the extent permitted or repurchases of required by the terms thereof, any other Indebtedness of the Company which ranks pari passu with or the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Parent Company which that is pari passu with the Notes) Notes or the Parent Guarantee, equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus and such other Indebtedness, if applicable, on the relevant Payment Date, plus, in each case, accrued interest (if any) to the redemption date and upon surrender Payment Date. If any Excess Proceeds remain after consummation of an Offer to the Trustee or the Paying AgentPurchase, the Holders Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) exceeds the amount of Excess Proceeds, the Trustee will select the Notes offered and such other pari passu Indebtedness to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee subject to DTC procedures if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by are Global Notes. Upon completion of the Company. The Paying Agent shall promptly mail or deliver Offer to Holders of Notes so acceptedPurchase, payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall Excess Proceeds will be promptly mailed or delivered by the Company reset to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentzero.

Limitation on Asset Sales. The Company Guarantor will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company Guarantor or such Restricted Subsidiary is at least equal to the Fair Market Value of the assets sold or disposed of, and (ii) at least 75% of the consideration received consists of cash or a Restricted SubsidiaryTemporary Cash Investments; provided, that the amount of any liabilities of the Guarantor or any Subsidiary that are assumed by the transferee in such Asset Sale shall be deemed to be cash or cash equivalents, as the case may be) for such disposition consists of at least 70% cash; provided, however, that for purposes of this provision clause (iii), the amount of provided further that this clause (ii) shall not apply to any liabilities assumed by the transferee and any Notes sale or other Obligations disposition of assets as a result of a foreclosure (or a secured party taking ownership of such assets in lieu thereof) or any involuntary proceeding in which the Guarantor and its Restricted Subsidiaries cannot, directly or indirectly, determine the type of proceeds received from such sale or other disposition. In the event and to the extent that the Net Cash Proceeds received by the Company Guarantor or a any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Issue Date in any period of 12 consecutive months exceed $20 million, then the Guarantor shall or shall cause the relevant Restricted Subsidiary which to (i) (A) within twelve months after the date Net Cash Proceeds so received exceed $20 million, apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Guarantor or Indebtedness of any Restricted Subsidiary (and to the extent that such Senior Indebtedness or Indebtedness, as the case may be, was Incurred under a revolving credit or similar arrangement, the permanent reduction or cancellation of the commitment thereunder), in each case owing to a Person other than the Guarantor or any of its Restricted Subsidiaries or (B)(x) within twelve months after the date Net Cash Proceeds so received exceed $20 million, invest an equal amount, or the amount not so applied pursuant to clause (A) or (y) within eighteen months after the Net Cash Proceeds so received exceed $20 million, enter into a definitive agreement committing to invest an equal amount, or the amount not applied pursuant to clause (A) or (B)(x) not later than 24 months after the date Net Cash Proceeds so received exceeded $20 million, in each case in property or assets (other than current assets) of a nature or type or that are immediately converted into cash shall be deemed used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to be cashthe nature or type of the property and assets of, or the business of, the Guarantor and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the Company shall within 390 days after the date of such sale or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% end of the Company’s total consolidated assets 12-month period referred to in clause (Ai) a purchase of or an Investment (A)or the 24-month period referred to in Additional Assets clause (other than cash or cash equivalentsi)(B)(y)), as applicable, such excess Net Cash Proceeds (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon extent not applied or committed to the purchase date. In the event the Company shall be required to offer to redeem Notes applied pursuant to clause (i)) as provided in the provisions following paragraph of this Section 6.054.09. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period or 24-month period, as the case may be, of the preceding sentence and not applied (or committed to be applied) as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal aggregate amount of the Notes plus accrued interest Excess Proceeds not theretofore subject to the redemption date and upon surrender an Offer to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”)4.09 totals at least $20 million, the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receivesCompany must commence, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name fifteenth Business Day of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted, payment in an amount equal to the purchase pricemonth, and consummate a similar offer to purchase from the Trustee shall promptly authenticate Holders and mail or deliver to such Holders a new Note equal in principal amount the holders of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.Senior

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, make an engage in any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, Sales unless (i) the consideration received by Company or the Company (or a applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors), and (ii) for at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale at the time of such disposition consists shall be in the form of at least 70% cashcash or Temporary Cash Equivalents (or the assumption of indebtedness and liabilities of the Company or such Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability thereon) or notes or marketable securities that are converted into cash or Temporary Cash Equivalents within 180 days after the date of such Asset Sale; provided, however, provided that for purposes any Asset Sale of shares of Capital Stock of Devco or assets owned by Devco shall not have to comply with the provisions of this provision clause (iii), the amount of any liabilities assumed by the transferee and any Notes or other Obligations received by . If the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cashengages in an Asset Sale in compliance with the previous sentence, and (ii) then the Company shall within 390 days after the date of such sale or sales, shall cause a Restricted Subsidiary to apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% such excess Net Available Cash within 360 days of the Company’s total consolidated assets Asset Sale either (i) to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of repay Senior Indebtedness of the Company which ranks pari passu with or of a Restricted Subsidiary (other than in each case Indebtedness owed to an Affiliate of the NotesCompany), and/or (Cii) to invest in Additional Assets or (iii) treat (no later than the end of such 360-day period) such excess Net Available Cash (to the extent not applied pursuant to clauses (i) or (ii) above) as excess proceeds ("Excess Proceeds"). (b) If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds exceeds 10% of consolidated total assets of the Company, and if the excess aggregate amount of such Excess Proceeds in excess of 10% of consolidated total assets that have not theretofore been subject to an Excess Proceeds Offer (the "Excess Proceeds Offer Amount") totals at least $10,000,000, the Company must, not later than the fifteenth Business Day of such month, make an offer (an "Excess Proceeds Offer") to acquire all or part of purchase from the Holders pursuant to and subject to the conditions contained in this Indenture, Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the their principal amount of the Notes amount, plus any accrued interest (including Special Interest, if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption pricepurchase. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) Secured Note Indenture requires that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receivesIssuer must, not later than three days prior the fifteenth Business Day of such month, also make an offer to purchase Secured Notes at a purchase price equal to 100% of their principal amount, plus any accrued interest (including "Special Interest" and "Additional Amounts", if any, as defined in the Secured Note Indenture) to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name date of the Holder, the principal purchase. The total amount of the Note Secured Notes that is required to be purchased by the Holder delivered for purchase Issuer and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant required to the Asset Sale Offer, be purchased by the Company shall purchase equal the Excess Proceeds Offer Amount. Any amounts remaining after all Notes and Indebtedness of the Company which ranks pari passu with the Secured Notes on a pro rata basis or by lot or in such other manner as the Trustee validly tendered are purchased shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentno longer constitute Excess Proceeds.

Limitation on Asset Sales. The Company GST will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company (GST or a such Restricted Subsidiary, as the case may be) for such disposition consists of Subsidiary is at least 70% cash; provided, however, that for purposes equal to the fair market value of this provision (i), the amount assets sold or disposed of any liabilities assumed by the transferee and any Notes or other Obligations received by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) at least 85% of the Company consideration received consists of cash or Temporary Cash Investments; PROVIDED, HOWEVER, that clause (ii) shall not apply to long-term assignments of capacity in a network. In the event and to the extent that the Net Cash Proceeds received by GST or its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of GST and its Subsidiaries has been prepared), then GST shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of GST or GST USA or Indebtedness of any Restricted Subsidiary (other than GST USA), in each case owing to a Person other than GST or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or salesassets of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, GST and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors of GST, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.12. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.12 totals at least $5.0 million, the Issuer must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from such sale or sales in excess the Holders on a pro rata basis an aggregate principal amount of an amount Securities equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents)Excess Proceeds on such date, (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100101% of the principal amount of the Notes plus Securities, plus, in each case, accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the not, and will not permit any Subsidiary to, consummate any Asset Sale Offer on or except as soon after as practical permitted under the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying AgentPledge Agreement.

Limitation on Asset Sales. The Company will notNeither FelCor LP nor FelCor shall, and will not neither FelCor LP or FelCor shall permit any of their respective Restricted Subsidiary Subsidiaries to, make an consummate any Asset DispositionSale, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless unless: (i) the consideration received by FelCor LP, FelCor or such Restricted Subsidiary is at least equal to the Company fair market value of the assets sold or disposed of, and (ii) at least 75% of the consideration received consists of cash or Temporary Cash Investments; provided, with respect to the sale of one or more hotel properties, that up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties; provided, further, that such Indebtedness is secured by a first priority Lien on the hotel property or properties sold. In the event and to the extent that the Net Cash Proceeds received by FelCor LP, FelCor or such Restricted Subsidiary from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 15% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of FelCor LP, FelCor and their respective Restricted Subsidiaries has been filed with the Commission or provided to the Trustee pursuant to Section 4.17), then FelCor LP or FelCor shall or shall cause the relevant Restricted Subsidiary to: (i) within 24 months after the date Net Cash Proceeds so received exceed 15% of Adjusted Consolidated Net Tangible Assets: (A) apply an amount equal to such excess Net Cash Proceeds to permanently reduce Senior Indebtedness of FelCor LP, FelCor or any Restricted Subsidiary or Indebtedness of any other Restricted Subsidiary, as the in each case may beowing to a Person other than FelCor LP, FelCor or any of their respective Restricted Subsidiaries, or (B) for such disposition consists of at least 70% cash; providedinvest an equal amount, however, that for purposes of this provision (i), or the amount of any liabilities assumed by not so applied pursuant to the transferee and any Notes foregoing clause (A) (or other Obligations received by the Company or enter into a Restricted Subsidiary which are immediately converted into cash shall be deemed definitive agreement committing to be cash, and (ii) the Company shall so invest within 390 days 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a Restricted Subsidiary having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the Company which ranks pari passu with property and assets of, or the Notesbusiness of, and/or FelCor LP or FelCor or any of their respective Restricted Subsidiaries existing on the date of such investment, and (Cii) make apply (no later than the end of the applicable 24-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 24-month period as set forth in clause (1) of the preceding sentence and not applied as so required by the end of such period shall constitute “Excess Proceeds.” If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not previously subject to an offer Offer to acquire all or part Purchase pursuant to this Section 4.10 totals at least $25 million, FelCor LP must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders of the Notes (or and all holders of other Indebtedness of the Company which that is pari passu with the Notes) Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, on a pro rata basis, an aggregate principal amount of Notes and such other Indebtedness equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus and such other Indebtedness plus, in each case, accrued interest and Additional Interest (if any) to the redemption date and upon surrender Payment Date; provided such Offer to the Trustee or the Paying Agent, the Holders of such Notes Purchase shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” be made on the reverse side of the Note completed, a pro rata basis to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election holders of such other pari passu Indebtedness if the Paying Agent receives, not later than three days prior Net Cash Proceeds would constitute proceeds from the sale of “collateral” with respect to such other pari passu Indebtedness and another offer to purchase had previously been made to such holders with respect to such proceeds pursuant to any “collateral asset sale offer to purchase” or similar provision under the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth definitive agreements governing such pari passu Indebtedness. If the name of the Holder, the aggregate principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or the other Indebtedness of the Company which that is pari passu with the Notes in a principal tendered into such Offer to Purchase exceeds the amount in excess of Excess Proceeds, then the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and the other Indebtedness of the Company which ranks that is pari passu with the Notes will be purchased on a pro rata basis or by lot or in such other manner as based on the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On and the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit Indebtedness that is pari passu with the Paying Agent money sufficient Notes tendered. Upon completion of each Offer to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so acceptedPurchase, payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or deliver any remaining Excess Proceeds subject to such Holders a new Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall Offer to Purchase will no longer be promptly mailed or delivered by the Company deemed to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying AgentExcess Proceeds.

Limitation on Asset Sales. The Company will shall not, and will shall not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, Sale unless (i) the consideration received by the Company (or a the Restricted Subsidiary, as the case may be) for receives consideration at the time of each such disposition consists of Asset Sale at least 70equal to the fair market value (as specified in an Officers' Certificate with respect to any Asset Sale of less than $2.0 million and as determined by the Board of Directors of the Company in good faith with respect to Asset Sales in excess of $2.0 million) of the assets sold; (ii) not less than 75% (100% in the case of lease payments) of the consideration received by the Company (or such Restricted Subsidiary, as the case may be) is in the form of cash; providedPROVIDED that any note or other obligation received by the Company (or such Restricted Subsidiary, however, as the case may be) that for purposes of this provision (i), the amount of is converted into cash within 30 days after receipt and any liabilities (as shown on the Company's or such Restricted Subsidiarys' most recent balance sheet) of the Company or any Restricted Subsidiary (other than Contingent Liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee and of any Notes or other Obligations received by the Company or a Restricted Subsidiary which are immediately converted into cash such assets shall be deemed to be cash, cash for purposes of this clause (ii); and (iiiii) the Company shall within 390 365 days after the date of such sale Asset Sale (x) reinvests or sales, apply causes a Restricted Subsidiary to reinvest (including by way of acquisitions) the Net Cash Proceeds from such sale of any Asset Sale into one or sales in excess of an amount equal to 10% more of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness then existing businesses of the Company which ranks pari passu with and its Subsidiaries or any Similar Business; or (y) applies or causes to be applied such Net Cash Proceeds to the Notespermanent reduction of outstanding Senior Indebtedness or Guarantor Senior Indebtedness; or (z) after such time as the accumulated Excess Net Proceeds equal or exceed $10.0 million, and/or (C) make an offer applies or causes to acquire all or part be applied such Excess Net Proceeds to the purchase of the Notes (or Indebtedness of tendered to the Company which is pari passu with the Notes) for purchase at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes pursuant to an offer to purchase by the Company (a "NET PROCEEDS OFFER") as set forth below; PROVIDED, HOWEVER, that the “Company shall have the right to exclude Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior Sales the net proceeds of which in the aggregate do not exceed $2.0 million annually from the calculation of accumulated Net Cash Proceeds; PROVIDED, FURTHER, to the extent Net Cash Proceeds have not been applied pursuant to clause (x), (y) or (z) above within 325 days of an Asset Sale Purchase DateSale, such Net Cash Proceeds shall be held in a segrgated account pending such application. Pending the final application of any such Net Cash Proceeds, the Company shall mail or cause Restricted Subsidiary, as the Trustee case may be, may temporarily reduce Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Indenture. Notice of a Net Proceeds Offer pursuant to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price this Section 4.16 shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agentmailed, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by first class mail, by the Company or the Trustee to the all Holders of the Notes at their last registered addressaddresses not less than 365 nor more than 395 days after the relevant Asset Sale, with a copy to the Trustee. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which Net Proceeds Offer and shall govern state the terms of the Asset Sale Offer, shall statefollowing terms: (a1) that the Asset Sale Net Proceeds Offer is being made pursuant to this Section 6.054.16 and that all Notes tendered will be accepted for payment; PROVIDED, HOWEVER, that if the aggregate principal amount of Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds Offer, the Company shall select the Notes to be purchased on a pro rata basis (based on amounts tendered) (with such adjustments as may be deemed appropriate by (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) (the "PROCEEDS PURCHASE DATE"); (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c3) that any Note not tendered or accepted for payment will continue to accrue interestinterest if interest is then accruing; (d4) that that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Asset Sale Net Proceeds Offer shall cease to accrue interest after the Asset Sale Proceeds Purchase Date; (e5) that Holders electing to have a Note purchased pursuant to an Asset Sale a Net Proceeds Offer will be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before notice prior to 5:00 p.m., New York City time, on the Asset Sale second Business Day prior to the Proceeds Purchase Date; (f6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to 5:00 p.m., New York City time, on the Asset Sale second Business Day preceding the Proceeds Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the such Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h7) that Holders whose Notes were purchased only in part will be issued new Notes equal in to principal amount to the unpurchased portion of the Notes surrendered. On or before the Asset Sale Proceeds Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Net Proceeds Offer which are to be purchased in accordance with item (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (gb)(1) above), (ii) deposit with the Paying Agent money U.S. Legal Tender sufficient to pay the purchase price of all Notes or portions thereof so accepted to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ ' Certificate stating the Notes or portions thereof accepted for payment being purchased by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes so accepted, accepted payment in an amount equal to the purchase priceprice plus accrued interest, if any, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note Notes equal in principal amount of to any unpurchased portion of the Note Notes surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will shall publicly announce the results of the Asset Sale Net Proceeds Offer on or as soon as practicable after as practical the Asset Sale Proceeds Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.054.16, the Trustee shall act as the Paying Agent. If the aggregate purchase price of Notes tendered pursuant to the Net Proceeds Offer is less than the Net Cash Proceeds allotted to the purchase of the Notes, the Company may apply the remaining Net Cash Proceeds for general corporate purposes. The Company will comply with all applicable securities laws in connection with any Net Proceeds Offer, including Rule l4e-1 under the Exchange Act.

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i1) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of (or a Restricted Subsidiaryas determined in good faith by the Board of Directors of the Company, as whose determination shall be conclusive) and (2) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; provided(a) cash or temporary Cash Investments, however(b) the assumption of unsubordinated Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary (in each case, that for purposes other than Indebtedness owed to the Company or any Affiliate of this provision (ithe Company), provided that the amount of Company, such Subsidiary Guarantor or such other Restricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness, (c) any liabilities assumed securities, notes or other similar obligations converted by the transferee Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion) within 30 days of the applicable Asset Sale or (d) Replacement Assets, provided that any assets or properties (other than Net Cash Proceeds) received from an Asset Sale of Collateral shall be pledged as Collateral under the Security Documents to create Second Priority Liens therein securing the Notes. (b) In the event and any Notes or other Obligations to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of the Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company has been filed with the Commission or provided to be cashthe Trustee), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to: (1) within 390 days 12 months after the date Net Cash Proceeds are so received exceed 10% of Adjusted Consolidated Net Tangible Assets, (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay Indebtedness of the Company or any Guarantor under First Priority Lien Obligations, or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale or salesagreement), apply in Replacement Assets, provided that the Net Cash Proceeds from such sale or sales in excess an Asset Sale of an amount equal Collateral may only be invested pursuant to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), this clause (B) repayments, redemptions or repurchases of Indebtedness of in Replacement Assets that are pledged as Collateral under the Company which ranks pari passu with Security Documents to create Second Priority Liens therein securing the Notes, and/or and (C2) make apply (no later than the end of the 12-month period referred to in clause (1) of this Section 4.11(b)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (1) of this Section 4.11(b)) as provided in the following paragraphs of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (1) of the preceding sentence and not applied as so required by the end of such period shall constitute “Excess Proceeds”. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an offer Offer to acquire all or part Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Applicable pari passu Indebtedness, from the holders of such Applicable pari passu Indebtedness) on a pro rata basis an aggregate principal amount of the Notes (or Indebtedness of the Company which is and Applicable pari passu with Indebtedness) equal to the Notes) Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the their principal amount of the Notes plus amount, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. (a) The Company will Parent Guarantor shall not, and will shall not permit any Restricted Subsidiary to, make an consummate any Asset DispositionSale, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless unless: (i) the consideration received by the Company (Parent Guarantor or a such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of as determined by the board of directors of the Parent Guarantor or the Restricted Subsidiary, as the case may be; and (ii) for such disposition at least 75% of the consideration received consists of at least 70% cash; cash or Cash Equivalents or the assumption of Indebtedness of the Parent Guarantor or any Restricted Subsidiary, other than Indebtedness to the Company or any Restricted Subsidiary (provided, however, that the Parent Guarantor or such Restricted Subsidiary is irrevocably and unconditionally released from all liability under such indebtedness, or notes or other obligations that are promptly, but in no event more than 90 days after receipt, converted by the Parent Guarantor or such Restricted Subsidiary into cash or Cash Equivalents). (b) In the event and to the extent that the Net Proceeds received by the Parent Guarantor or any of its Restricted Subsidiaries from one or more Asset Sales occurring after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets, determined as of the date closest to the commencement of such 12-month period for purposes which a consolidated balance sheet of this provision the Parent Guarantor has been filed with the Commission or provided to the Trustee, then the Parent Guarantor shall or shall cause the relevant Restricted Subsidiary to: (i)) within twelve months after the date Net Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets, (A) apply an amount equal to the amount of such Net Proceeds in excess of 10% of Adjusted Consolidated Net Tangible Assets to permanently repay Senior Debt or any liabilities assumed Indebtedness of any Restricted Subsidiary, other than a Subsidiary Guarantor, in each owing to a Person other than the Parent Guarantor or any of its Restricted Subsidiaries; or (B) invest, including by way of capital expenditure or acquisition of Capital Stock or assets, an equal amount, or the transferee and any Notes amount not so applied pursuant to clause (A) (or other Obligations received by the Company or enter into a Restricted Subsidiary which are immediately converted into cash shall be deemed definitive agreement committing to be cash, and (ii) the Company shall so invest within 390 days twelve months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a Person having property and assets of a nature or type, or engaged in a business) related, ancillary, or complementary to the business of Parent Guarantor and its Restricted Subsidiaries existing on the date of such investment; and (ii) apply, no later than the end of later of (x) the 12-month period referred to in clause (i) above or (y) the additional period referred to in paragraph (B) repaymentsof clause (i), redemptions or repurchases such Net Proceeds (to the extent not applied pursuant to clause (i)) as provided in clause (c) of Indebtedness this Section 4.11. (c) If, as of the Company which ranks pari passu with first day of any calendar month, the Notes, and/or (C) make aggregate amount of Excess Proceeds not theretofore subject to an offer to acquire all or part of the Notes (or Indebtedness of purchase pursuant to this Section 4.11 totals at least $10 million, the Company which must commence an offer to purchase (an “Asset Sale Offer”), no later than the fifteenth Business Day of such month, and consummate such Asset Sale Offer to purchase with the Holders, and if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), from the holders of such Pari Passu Indebtedness on a pro rata basis, an aggregate principal amount of Notes) , and Pari Passu Indebtedness, if any, equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus thereof, plus, in each case, accrued interest and unpaid interest, if any, to the redemption date payment date. If the aggregate principal amount of Notes and upon surrender to the Trustee or the Paying Agent, the Holders of any such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed Pari Passu Indebtedness validly tendered by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) holders thereof exceeds the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”)Excess Proceeds, the purchase price Notes and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest;Pari Passu Indebtedness shall be purchased on a pro rata basis. (d) that Upon the completion of any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted Excess Proceeds shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentreset at zero.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company (or a such Restricted Subsidiary, as the case may be) for such disposition consists of Subsidiary is at least 70equal to the fair market value of the assets sold or disposed of and (ii) at least 85% cash; provided, however, that for purposes of this provision the consideration (i), the amount of any excluding contingent liabilities assumed by the transferee of any such assets) received consists of cash or Temporary Cash Investments or the assumption of Senior Indebtedness of the Company or a Subsidiary Guarantor; provided that the Company or such Restricted Subsidiary is irrevocably released from all liability under such Indebtedness. In the event and any Notes or other Obligations to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to be cashthe Trustee pursuant to Section 4.03), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or a Subsidiary Guarantor or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notesdate of such investment and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.15. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, and/or (C) make as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an offer Offer to acquire all or part Purchase pursuant to this Section 4.15 totals at least $5,000,000, the Company must commence, not later than the fifteenth Business Day of such month, an Offer to Purchase to the Holders of the Notes (or and, to the extent required by the terms of any Pari Passu Indebtedness, an Offer to Purchase to all holders of such Pari Passu Indebtedness, the maximum principal amount of Notes and any such Pari Passu Indebtedness that may be purchased out of the Company which is pari passu with the Notes) Excess Proceeds, at a purchase an offer price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus thereof, plus, in each case, accrued and unpaid interest and Additional Interest, if any, to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions If the aggreage principal amount of Notes and materials necessary to enable any such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) Pari Passu Indebtedness tendered by holders thereof exceeds the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”)Excess Proceeds, the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Pari Passu Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were be purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis. Upon the completion of any such Offers to Purchase, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted Excess Proceeds shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentreset at zero.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiary, as ii) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a Restricted Subsidiary which are immediately converted into cash shall be deemed consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission pursuant to be cashSection 4.18 hereof), and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets, (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 hereof or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), either in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business, (B) repaymentsor in a company having property and assets of a nature or type, redemptions or repurchases of Indebtedness engaged in a business, in either case similar or related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with or any of its Restricted Subsidiaries existing on the Notesdate of such investment (as determined in good faith by the Board of Directors, and/or whose determination shall be conclusive and evidenced by a Board Resolution) and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $10 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100101% of the principal amount of the Notes plus on the relevant Payment Date, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, make consummate an Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless Sale unless: (i1) the consideration received by Company or the Company (or a applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of Directors); (2) for either (a) at least 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition consists or (b) the Fair Market Value (determined at the time of receipt) of all forms of consideration other than cash and Cash Equivalents received for all Asset Sales since the Issue Date does not exceed in the aggregate 15% of the Adjusted Consolidated Net Tangible Assets of the Company at least 70% cashthe time such determination is made; providedand (3) the Company shall apply, howeveror cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days of receipt thereof either: (a) to repay or prepay Indebtedness outstanding under the Senior Credit Facility (or, if the Senior Credit Facility is no longer in existence, any of the Credit Facilities); (b) to repay or prepay any Indebtedness of the Company that for purposes of this provision is secured by a Lien permitted to be incurred pursuant to Section 4.10; (c) to make an investment (including, without limitation, capital expenditures) in (i) properties or assets that replace the properties or assets that were the subject of such Asset Sale or (ii) properties or assets that will be used in the Crude Oil and Natural Gas Business of the Company and its Restricted Subsidiaries or in businesses reasonably related thereto (collectively, “Replacement Assets”); (d) to make a Permitted Industry Investment or to acquire or make an investment in Crude Oil and Natural Gas Related Assets; (e) to the extent not included in (c) or (d) above, any investment in (i) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the amount acquisition of any liabilities assumed by the transferee and any Notes or other Obligations received such Capital Stock by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cashSubsidiary, (ii) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary, and (iiiii) Capital Stock of any Subsidiary of Company, provided that all the Capital Stock of such Subsidiary held by the Company or any of its Restricted Subsidiaries shall within 390 days after entitle the date Company or such Restricted Subsidiary to not less than a pro rata share of all dividends or other distributions made by such Subsidiary upon any of such sale Capital Stock; or (f) to make a combination of prepayment and investment permitted by the foregoing clauses (3)(a) through (3)(f). On the 361st day after an Asset Sale or salessuch earlier date, if any, as the Board of Directors of the Company determines not to apply the Net Cash Proceeds from relating to such sale or sales Asset Sale as set forth in excess of an amount equal to 10% clauses (3)(a) through (3)(f) of the Company’s total consolidated assets to immediately preceding paragraph (A) each a purchase of or an Investment in Additional Assets (other than cash or cash equivalents“Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have been received by the Company or such Restricted Subsidiary but which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (B3)(a) repayments, redemptions or repurchases of Indebtedness through (3)(f) of the immediately preceding paragraph (each a “Net Proceeds Offer Amount”) shall be applied by the Company which ranks pari passu with or such Restricted Subsidiary, as the Notescase may be, and/or (C) to make an offer to acquire purchase (a “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) not less than 30, nor more than 45, days following the applicable Net Proceeds Offer Trigger Date, from all or part Holders and, to the extent required by the terms of any Pari Passu Indebtedness, the holders of such Pari Passu Indebtedness, on a pro rata basis, that principal amount of Notes (or Indebtedness of the Company which is pari passu and Pari Passu Indebtedness) purchasable with the Notes) Net Proceeds Offer Amount at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes (and Pari Passu Indebtedness) to be purchased (or, in the event such other Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus unpaid accrued interest interest, if any, thereon to the redemption date and upon surrender to the Trustee of purchase; provided, however, that if at any time consideration other than cash or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed Cash Equivalents was received by the Company or any Restricted Subsidiary, as the Trustee case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash or Cash Equivalents (other than interest received with respect to any such non-cash or non-Cash Equivalents consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $40.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $40.0 million shall be applied as required pursuant to this covenant). Pending application of Net Cash Proceeds pursuant to this covenant, such Net Cash Proceeds may be temporarily invested in Cash Equivalents or applied to temporarily reduce revolving credit indebtedness. If the Note Proceeds Offer Payment Date is on or after an interest Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Holders Person in whose name a Note is registered at the close of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase business on such Regular Record Date. The Notice shall contain all instructions , and materials necessary no additional interest will be payable to enable such Holders to holders who tender Notes pursuant to the Net Proceeds Offer. Notwithstanding the first two paragraphs of this covenant, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale Offerwithout complying with such paragraphs to the extent that: (1) the consideration for such Asset Sale constitutes Replacement Assets and/or Crude Oil and Natural Gas Related Assets and/or the assumption of obligations secured by Liens that burden some or all of the assets being sold and/or cash or Cash Equivalents; provided that, in the case of any such assumption, (a) the Person assuming such obligations shall have no recourse with respect to such obligations to the Company or any of its Restricted Subsidiaries and (b) no assets of the Company or any of its Restricted Subsidiaries (other than those assets being sold) are subject to such Liens; and (2) such Asset Sale is for Fair Market Value; provided that at least 75% of the total consideration received by the Company or any of its Restricted Subsidiaries in connection with any such Asset Sale shall be in the form of Replacement Assets and Crude Oil and Natural Gas Related Assets, the assumption of obligations secured by Liens described in (1) above, cash or Cash Equivalents, or any combination of the foregoing, and that any Net Cash Proceeds so received shall be subject to the provisions of clause (3) of the first paragraph and to the provisions of the second paragraph of this covenant. The NoticeFor the purposes of clause (2) of both the first and immediately preceding paragraphs of this covenant and for the purposes of clause (1) of the immediately preceding paragraph, which the following are deemed to be cash or Cash Equivalents: (1) the assumption of Indebtedness or other liabilities shown on the balance sheet of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or liabilities in connection with such Asset Sale (or in lieu of such a release, the agreement of the acquiror or its parent company to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed Indebtedness or liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of the liability and for so long as the liability remains outstanding; provided, however, that such indemnifying party (or its long-term debt securities) shall govern have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the terms time the indemnity is entered into); and (2) securities 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 Sale OfferSale, to the extent of cash received in that conversion. The requirement of clause 3(c), 3(d) or 3(e) above shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered be deemed to be redeemed satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the “Asset Sale Offer Amount”), acquisitions or investment referred to therein is entered into by the purchase price Company or any Restricted Subsidiary within the time period specified in clause (3) and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale such Net Cash Proceeds are subsequently applied in accordance with such agreement within six months following such agreement. Notice of each Net Proceeds Offer will be required mailed to surrender the Noterecord Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Supplemental Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in exchange for cash with the form entitled “Option of Holder to Elect to Purchase” on the reverse side of the Note completed, completed to the Paying Agent for the Notes at the address specified in the Notice at least five days before notice of the Asset Sale Purchase Date; (f) that Net Proceeds Offer. To the extent Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness with an aggregate principal amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders and Pari Passu Indebtedness will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes purchased on a pro rata basis (based on principal amounts of Notes and Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with significant original issue discount based on the accreted value thereof) tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by lot or in such law. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other manner as the Trustee shall deem fair securities laws and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount regulations thereunder to the unpurchased portion extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the Notes surrendered. On extent that the provisions of any securities laws or regulations conflict with the “Asset Sale Purchase DateSale” provisions of this Supplemental Indenture, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit comply with the Paying Agent money sufficient applicable securities laws and regulations and shall not be deemed to pay have breached its obligations under the purchase price “Asset Sale” provisions of this Supplemental Indenture by virtue thereof. If all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount any portion of any unpurchased Net Proceeds Offer Amount remains after consummation of a Net Proceeds Offer, the Company may use such remaining portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of such Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company Offer Amount for any purpose not inconsistent with otherwise prohibited by this Supplemental Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, make an any Asset DispositionSale, other than for unless (a) the Company or the applicable Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10assets sold, (b) at least 85% of the Company’s total consolidated assets as consideration for such Asset Sale (other than assumption of that datetrade Indebtedness) consists of cash and Cash Equivalents, unless and (c) upon consummation of an Asset Sale, the Company will within 365 days of the receipt of the proceeds therefrom, either: (i) apply or cause its Restricted Subsidiary to apply the consideration received Net Cash Proceeds of any Asset Sale to (1) an investment in properties and assets that replace the properties and assets that are the subject of such Asset Sale or (2) an investment in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date; (ii) in the case of a sale of a store or stores, deem such Net Cash Proceeds to have been applied to the extent of any capital expenditures made to acquire or construct a replacement store in the general vicinity of the store sold within 365 days preceding the date of the Asset Sale; or (iii) after such time as the accumulated Net Cash Proceeds equals or exceeds $5 million, apply or cause to be applied such Net Cash Proceeds to the purchase of Securities tendered to the Company for purchase at a price equal to 100% of the principal amount thereof plus accrued interest thereon to the date of purchase pursuant to an offer to purchase made by the Company as set forth below (or a Restricted Subsidiary, as the case may be) for such disposition consists of at least 70% cash"Net Cash Proceeds Offer"); provided, however, that for purposes of this provision (i)the Company shall have the right to exclude from the foregoing provisions Asset Sales subsequent to the Issue Date, the amount proceeds of any liabilities assumed by which are derived from the transferee sale and any Notes substantially concurrent lease-back of a supermarket and/or related assets or other Obligations received equipment which is acquired or constructed by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed subsequent to be cashthe Issue Date; provided, however, that any such sale and (ii) substantially concurrent lease-back occurs within 270 days following such acquisition or the Company shall within 390 days after the date completion of such sale or salesconstruction, apply as the case may be. Pending the utilization of any Net Cash Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to manner (Aand within the time period) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05described above, the Company shall deliver may use any such Net Cash Proceeds to repay revolving loans under the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase Credit Facility without a permanent reduction of the Notes by commitment thereunder. Notice of a Net Cash Proceeds Offer pursuant to this Section 4.20 will be mailed to record Holders of Securities as shown on the Company (the “Asset Sale Purchase Date”). Not register of Holders not less than 30 325 days nor more than 60 365 days prior after the relevant Asset Sale, with a copy to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of NotesTrustee. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice notice shall contain all instructions and materials necessary to enable such Holders to tender Notes Securities pursuant to the Asset Sale Offer. The Notice, which Net Cash Proceeds Offer and shall govern state the terms of the Asset Sale Offer, shall statefollowing terms: (a1) that the Asset Sale Net Cash Proceeds Offer is being made pursuant to this Section 6.054.20 and that all Securities tendered will be accepted for payment; provided, however, that if the aggregate principal amount of Securities tendered in the Net Cash Proceeds Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Cash Proceeds Offer, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000 or multiples thereof shall be purchased); (b2) the purchase price (including the amount of Notes offered to accrued interest) and the purchase date (which shall be redeemed no earlier than 30 days nor later than 40 days from the date such notice is mailed, other than as may be required by law) (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale "Proceeds Purchase Date"); (c3) that any Note Security not tendered or accepted for payment will continue to accrue interestinterest if interest is then accruing; (d4) that that, unless the Company defaults in making payment therefor, any Note Security accepted for payment pursuant to the Asset Sale Net Cash Proceeds Offer shall cease to accrue interest after the Asset Sale Proceeds Purchase Date; (e5) that Holders electing to have a Note Security purchased pursuant to an Asset Sale a Net Cash Proceeds Offer will be required to surrender the NoteSecurity, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse side of the Note Security completed, to the Paying Agent at the address specified in the Notice at least five days before notice prior to the Asset Sale close of business on the Business Day prior to the Proceeds Purchase Date; (f6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days two Business Days prior to the Asset Sale Proceeds Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Securities the Holder delivered for purchase and a statement that such Holder is Holdxx xx withdrawing his election to have the Note such Security purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h7) that Holders whose Notes Securities were purchased only in part will be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered; provided that each Security purchased and each new Security issued shall be in an original principal amount of $1,000 or integral multiples thereof; and (8) that each Net Cash Proceeds Offer is required to remain open for at least 20 Business Days or such longer period as may be required by law. On or before the Asset Sale Proceeds Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money coin or currency of the United States of America as at the time of payment shall be the legal tender for the payment of public and private debts sufficient to pay the purchase price of all Notes or portions thereof so accepted Securities to be purchased and (iiiii) deliver to the Trustee Notes Securities so accepted together with an Officers’ ' Certificate stating the Notes Securities or portions thereof accepted for payment being purchased by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes Securities so accepted, accepted payment in an amount equal to the purchase price, price (and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note Security equal in principal amount of to any unpurchased portion of the Note Security surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof). The Company will publicly announce cause to be mailed to each Holder the results of the Asset Sale Net Cash Proceeds Offer on or as soon as practicable after as practical the Asset Sale Proceeds Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.054.20, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Securities pursuant to a Net Cash Proceeds Offer shall be returned by the Trustee to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of the Securities pursuant to a Net Cash Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions under this Section 4.20, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.20 by virtue thereof.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other Sale unless: (i) such Asset Sale is effected at not less than for fair market value (as determined in good faith by the Board of Directors); and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10(ii) either (x) at least 75% of the Company’s total consolidated assets as consideration is received in cash, Temporary Cash Investments or the assumption of that date, unless Indebtedness (iother than Subordinated Obligations) or (y) the consideration therefor received by the Company or any Restricted Subsidiary is in the form of equity or debt securities of the transferee of such assets; provided, that Asset Sales pursuant to this clause (y) shall not exceed an aggregate of $25 million in any twelve month period. In the event and to the extent that the Net Cash Proceeds received by the Company or a its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Issue Date in any period of 12 consecutive months exceed $20 million, the Company, shall, or shall cause one or more of its Restricted Subsidiaries to, (1) within twelve months after the date such Net Cash Proceeds exceed $20 million, (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or Indebtedness of any Restricted Subsidiary, as the case may be) for such disposition consists of at least 70% cash; provided, however, that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or in each case owing to a Person other Obligations received by than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a Restricted Subsidiary which are immediately converted into cash shall be deemed definitive agreement committing to be cash, and (ii) the Company shall so invest within 390 days 12 months after the date of such sale or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalentsagreement), (B) repayments, redemptions or repurchases of Indebtedness in the business of the Company which ranks pari passu with and its Restricted Subsidiaries as of the Notesdate of application of such amounts (or in Capital Stock of a Restricted Subsidiary or a Person engaged either in the same business as the Company or any of its Restricted Subsidiaries or a business related, and/or ancillary or complementary thereto that, as a result of such Investment, becomes a Restricted Subsidiary) and (C2) apply such excess Net Cash Proceeds (to the extent not applied pursuant to clause (1) above) as provided in the following three paragraphs. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (1) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer (as defined below) totals at least $20 million, the Company must, not later than the fifteenth Business Day of such month, make an offer (an "Excess Proceeds Offer") to acquire all or part purchase from the Holders on a pro rata basis an aggregate principal amount of Securities equal to the Notes (or Indebtedness of the Company which is pari passu with the Notes) Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus Securities, plus, in each case, accrued interest (if any) to the redemption date and upon surrender of purchase (the "Excess Proceeds Payment"). The Company will commence an Excess Proceeds Offer by mailing a notice to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: each Holder stating: (ai) that the Asset Sale Excess Proceeds Offer is being made pursuant to this Section 6.05; 3.10 of the Indenture and that all Securities validly tendered will be accepted for payment on a pro rata basis; (bii) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase expiration date for such Excess Proceeds Offer (which shall be the date not less than 20 Business Days from the date such notice is mailed) (the "Excess Proceeds Offer Expiration Date; "); (ciii) that any Note Security not tendered or accepted for payment will continue to accrue interest; interest pursuant to its terms; (div) that that, unless the Company defaults in the payment of the Excess Proceeds Payment, any Note Security accepted for payment pursuant to the Asset Sale Excess Proceeds Offer shall cease to accrue interest on and after the Asset Sale Purchase Date; Excess Proceeds Payment Date (eas defined below); (v) that Holders electing to have a Note Security purchased pursuant to an Asset Sale the Excess Proceeds Offer will be required to surrender the NoteSecurity, together with the form entitled “"Option of the Holder to Elect Purchase” " on the reverse side of the Note Security completed, to the Paying Agent paying agent at the address specified in the Notice at least five days before notice prior to the Asset Sale Purchase close of business on the Excess Proceeds Offer Expiration Date; ; (fvi) that Holders will be entitled to withdraw their election if the Paying Agent paying agent receives, not later than three days prior to the Asset Sale Purchase close of business on the Excess Proceeds Offer Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the such Holder, the principal amount of the Note the Holder Securities delivered for purchase and a statement that such Holder is withdrawing his election to have the Note such Securities purchased; ; and (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (hvii) that Holders whose Notes were Securities are being purchased only in part will be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered; provided that each Security purchased and each new Security issued shall be in a principal amount of $1,000 or integral multiples thereof. On a date no more than four Business Days after the Asset Sale Purchase Excess Proceeds Offer Expiration Date (the "Excess Proceeds Payment Date"), the Company shall will (i) accept for payment Notes on a pro rata basis Securities or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), Excess Proceeds Offer; (ii) deposit with the Paying Agent paying agent money sufficient to pay the purchase price of all Notes Securities or portions thereof so accepted accepted; and (iii) deliver deliver, or cause to be delivered, to the Trustee Notes all Securities or portions thereof so accepted together with an Officers’ ' Certificate stating specifying the Notes Securities or portions thereof accepted for payment by the Company. The Paying Agent paying agent shall promptly mail or deliver to the Holders of Notes Securities so accepted, 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 Note Security equal in principal amount of to any unpurchased portion of the Note Security surrendered. Any Notes not so accepted ; provided that each Security purchased and each new Security issued shall be promptly mailed in a principal amount of $1,000 or delivered by the Company to the Holder integral multiples thereof. The Company will publicly announce the results of the Asset Sale Excess Proceeds Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining practicable after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this IndentureExcess Proceeds Offer Expiration Date. For purposes of this Section 6.053.10, the Trustee shall act as the Paying Agentpaying agent. The Company will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that such Excess Proceeds are received by the Company under this Section 3.10 and the Company is required to repurchase Securities as described in this Section 3.10.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (ia) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiary, as b) at least 75% of the case may beconsideration received (including any amount of Released Indebtedness) for such disposition consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to the Trustee), then the Company shall or shall cause the relevant Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash(a) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets, and (i) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of the Restricted Subsidiaries, or (ii) invest an equal amount, or the Company shall amount not so applied pursuant to subclause (i) of this paragraph (or enter into a definitive agreement committing to so invest within 390 days 12 months after the date of such sale or salesagreement), in Replacement Assets; and (b) apply (no later than the Net Proceeds from such sale or sales in excess of an amount equal to 10% end of the Company’s total consolidated assets 12-month period referred to in clause (Aa) a purchase of this paragraph) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (a) of this paragraph) as provided in the following paragraph of this Section 1016. The amount of such excess Net Cash Proceeds required to be applied (or an Investment to be committed to be applied) during such 12-month period as set forth in Additional Assets clause (other than cash or cash equivalents), (Ba) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with preceding sentence and not applied as so required by the Notesend of such period shall constitute "Excess Proceeds." If, and/or (C) make an offer to acquire all or part as of the Notes (or Indebtedness first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 1016 totals at least $5 million, the Company which must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that is pari passu with the NotesSecurities ("Pari Passu Indebtedness"), from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Securities (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the their principal amount of the Notes plus amount, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary Group Member to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Group Member is at least equal to the fair market value of the assets sold or disposed of and (or a Restricted Subsidiary, as ii) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; providedcash or Temporary Cash Investments or the assumption of Indebtedness of the Company or any Restricted Group Member relating to such assets, however, provided that for purposes of this provision (i), the amount of any liabilities assumed by Company or such Restricted Group Member is irrevocably released and discharged from such Indebtedness. In the transferee event and any Notes or other Obligations to the extent that the Net Cash Proceeds received by the Company or any Restricted Group Member from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed $5 million, then the Company shall or shall cause the relevant Restricted Group Member to (i) within twelve months after the date Net Cash Proceeds so received exceed $5 million (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Group Member providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Group Member, in each case owing to a Person other than the Company or any Restricted Group Member, provided that in the event Indebtedness of a Restricted Subsidiary which are immediately converted into cash Group Member is repaid, only the Company's pro rata portion (determined as provided in the definition of "Indebtedness") of such repaid Indebtedness shall be deemed to be cashhave been repaid in accordance with this clause (A), and or (iiB) invest an equal amount, or the Company shall amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 390 days twelve months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu and its Restricted Group Members existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the last paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." Notwithstanding the foregoing, to the extent that any or all of the Net Cash Proceeds of any Asset Sale of assets based outside the United States are prohibited or delayed 61 55 by applicable local law from being repatriated to the United States and such Net Cash Proceeds are not actually applied in accordance with the Notesforegoing paragraph, and/or (C) make an offer the Company shall not be required to acquire all or part apply the portion of such Net Cash Proceeds so affected but may permit the applicable Restricted Group Members to retain such portion of the Notes Net Cash Proceeds so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to cause the applicable Restricted Group Member to promptly take all actions required by the applicable local law to permit such repatriation) and once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be applied in the manner set forth in this covenant as if the Asset Sale had occurred on such date; provided that to the extent that the Company has determined in good faith that repatriation of any or Indebtedness all of the Net Cash Proceeds of such Asset Sale would have a material adverse tax cost consequence, the Net Cash Proceeds so affected may be retained by the applicable Restricted Group Member for so long as such material adverse tax cost event would continue. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $5 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate Accreted Value of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase Accreted Value of the Notes by on the Company relevant Payment Date, plus, in each case, accrued interest (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior if any) to the Asset Sale Purchase Payment Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the Fair Market Value of the assets sold or disposed of and (or a Restricted Subsidiary, as ii) at least 75% of the case may be) for such disposition consideration received consists of at least 70% cash; provided, however, cash or Temporary Cash Investments. In the event and to the extent that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations Net Cash Proceeds received by the Company or a any of its Restricted Subsidiary which are immediately converted into cash shall be deemed to be cashSubsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed $10 million, and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 390 days 12 months after the date Net Cash Proceeds so received exceed $10 million (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Subsidiaries, or (B) invest an amount equal to such excess Net Cash Proceeds, or the amount of such Net Cash Proceeds not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in capital assets of a nature or salestype or that are used in a business (or in a Person having capital assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from such sale or sales in excess the Holders on a pro rata basis an aggregate principal amount of an amount Notes equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents)Excess Proceeds on such date, (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus plus, in each case, accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will shall not, and will shall not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 75% of the consideration received consists of cash or a Temporary Cash Investments or the assumption of Indebtedness of the Company or any Restricted Subsidiary (other than Indebtedness to the Company or any Restricted Subsidiary, as the case may be) for such disposition consists of at least 70% cash; provided, however, that for purposes of this provision (i), provided that the amount of any liabilities assumed by Company or such Restricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness. In the transferee event and any Notes or other Obligations to the extent that the Net Cash Proceeds received by the Company or a any of its Restricted Subsidiary which are immediately converted into cash shall be deemed to be cashSubsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed $10 million, and (ii) then the Company shall or shall cause the relevant Restricted Subsidiary to: (i) within 390 days twelve months after the date Net Cash Proceeds so received exceed $10 million (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or 58 51 (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such sale agreement), in property or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash current assets) of a nature or cash equivalents)type or that are used in a business (or in a company having property and assets of a nature or type, (Bor engaged in a business) repayments, redemptions similar or repurchases of Indebtedness related to the nature or type of the property and assets of, or the business of, the Company which ranks pari passu with and its Restricted Subsidiaries existing on the Notes, and/or date of such investment and (Cii) make an offer to acquire all or part apply (no later than the end of the Notes 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or Indebtedness to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company which is pari passu with must commence, not later than the Notes) fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus Notes, plus, in each case, accrued interest (if any) to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Payment Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not, and will not permit So long as any Restricted Subsidiary to, make an Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end X-TRAS are outstanding, the Issuer may not sell, transfer or otherwise dispose of any property or assets of the immediately preceding fiscal quarter greater than 10% Issuer, including Capital Stock of any Consolidated Subsidiary, in one transaction or a series of transactions in an amount which exceeds $50,000,000 (an "Asset Sale") unless the Company’s total consolidated assets as of that date, unless Issuer shall (i) the consideration received by the Company (or a Restricted Subsidiary, as the case may be) for such disposition consists of at least 70% cash; provided, however, that for purposes of this provision (i), the amount of any liabilities assumed by the transferee and any Notes or other Obligations received by the Company or a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) the Company shall within 390 days after the date of such sale or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets such excess Net Cash Proceeds to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of permanently repay Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (a Consolidated Subsidiary or Indebtedness of the Company Issuer which is pari passu with the NotesX-TRAS or (ii) invest an equal amount not so used in clause (i) in property or assets of related business within 24 months after the date of the Asset Sale (the "Application Period") or (iii) apply such excess Net Cash Proceeds not so used in (i) or (ii) (the "Excess Proceeds") to make an offer (the "Excess Proceeds Offer"), within 30 days after the end of the Application Period, to purchase (the "Excess Proceeds Repurchase") from the Holders on a pro rata basis an aggregate principal amount of X-TRAS on the Excess Proceeds Purchase Date (as defined herein) equal to the Excess Proceeds on such date, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes X- TRAS on the Excess Proceeds Purchase Date and unpaid interest, if any, to such date (the "Excess Proceeds Repurchase Price") plus accrued interest (in the aggregate with all other X-TRAS repurchased pursuant to such Excess Proceeds Offer) the ISDA Amount, if any, as of the Excess Proceeds Purchase Date as determined by the Extension Option Buyer as of such date and notified to the redemption date Issuer, the Indenture Trustee and upon surrender the Pass Through Trustee by 10 a.m., New York City time, on such date. The Notional Amount used to determine the ISDA Amount shall be equal to the aggregate principal amount of X-TRAS tendered for repurchase and not withdrawn. The Issuer shall only be required to make an offer to purchase X-TRAS from Holders pursuant to subsection (iii) if the Excess Proceeds equal or exceed $25,000,000 at any given time. a. Within 30 days after the end of the Application Period, the Issuer shall mail a notice (the "Excess Proceeds Repurchase Notice") to each Holder with copies to the Indenture Trustee, Pass Through Trustee or and Extension Option Buyer stating: (1) that the Issuer is making an Excess Proceeds Offer pursuant to Section 4.05 of the Sixth Supplemental Indenture; (2) the Excess Proceeds Purchase Price; (3) the date on which any Excess Proceeds Repurchase shall be made (which shall be no earlier than 60 days nor later than 90 days from the date such notice is mailed) (the "Excess Proceeds Purchase Date"); (4) the name and address of the Paying Agent; and (5) the procedures that Holders must follow to cause the X-TRAS to be repurchased, the Holders of such Notes which shall be paid consistent with this Section and the redemption price. The Asset Sale Offer is Indenture. b. Holders electing to be and shall be mailed by have X-TRAS repurchased must deliver a written notice (the Company or the Trustee "Excess Proceeds Purchase Notice") to the Holders Paying Agent (initially the Indenture Trustee) at its corporate trust office in Detroit, Michigan, or any other office of the Notes at their last registered address. The Asset Sale Offer shall remain open from Paying Agent maintained for such purposes, not later than 30 days prior to the time of mailing until 5 days before the Asset Sale Excess Proceeds Purchase Date. The Excess Proceeds Purchase Notice shall contain all instructions and materials necessary state: (i) the portion of the principal amount of any X- TRAS to enable be repurchased, which portion must be $1,000 or an integral multiple thereof; (ii) that such Holders X-TRAS are to tender Notes be repurchased by the Issuer pursuant to the Asset Sale Offer. The Notice, which shall govern the terms Excess Proceeds Offer provisions of the Asset Sale OfferIndenture; and (iii) unless the X-TRAS are represented by one or more Global Notes, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) certificate numbers of the amount of Notes offered X-TRAS to be redeemed (delivered by the “Asset Sale Offer Amount”), Holder thereof for repurchase by the purchase price and Issuer. Any Excess Proceeds Purchase Notice may be withdrawn by the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have Holder by a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option written notice of Holder to Elect Purchase” on the reverse side of the Note completed, withdrawal delivered to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days Business Days prior to the Asset Sale Excess Proceeds Purchase Date. The notice of withdrawal shall state the principal amount and, a telegramif applicable, telex, facsimile transmission or letter setting forth the name certificate numbers of the Holder, X-TRAS as to which the withdrawal notice relates and the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election X-TRAS, if any, which remains subject to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale an Excess Proceeds Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying AgentNotice.

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary to, make an consummate any Asset Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that dateSale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 75% of the consideration received consists of cash or Temporary Cash Investments. For purposes of this Section 4.11, the following are deemed to be cash: (x) the principal amount or accreted value (whichever is larger) of Indebtedness of the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary has either (A) received a written release or (B) been released by operation of law, in either case, from all liability on such Indebtedness in connection with such Asset Sale and (y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to the Trustee pursuant to Section 4.18 hereof), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 hereof or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a Person (other than a natural person) having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted SubsidiarySubsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph (c) of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "EXCESS PROCEEDS." (c) If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis, and an offer to purchase any outstanding Indebtedness with similar provisions requiring the Company to make an offer to purchase such Indebtedness, in an aggregate principal amount of the Notes and such PARI PASSU Indebtedness equal to (A) with respect to the Notes, the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes and the denominator of which is the sum of the outstanding principal amount of the Notes and such PARI PASSU Indebtedness (the product hereinafter referred to as the "NOTE AMOUNT"), and (B) with respect to the PARI PASSU Indebtedness, the excess of the Excess Proceeds over the Note Amount, at a purchase price equal to 100% of the principal amount or accreted value of such PARI PASSU Indebtedness, as the case may be, on the relevant Payment Date or such other date set forth in the documentation governing the PARI PASSU Indebtedness, plus, in each case, accrued interest (if any) to the Payment Date or such other date set forth in the documentation governing the PARI PASSU Indebtedness. If the aggregate purchase price of the Notes tendered pursuant to the Offer to Purchase is less than the Excess Proceeds, the amount remaining will be available for such disposition consists use by the Company for general corporate purposes. Upon the consummation of at least 70% cash; provided, however, that for purposes any Offer to Purchase in accordance with the terms of this provision (i)Indenture, the amount of Net Cash Proceeds from Asset Sales subject to any liabilities assumed by the transferee and any Notes or other Obligations received by the Company or a Restricted Subsidiary which are immediately converted into cash future Offer to Purchase shall be deemed to be cash, and (ii) the Company shall within 390 days after the date of such sale or sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 6.05; (b) the amount of Notes offered to be redeemed (the “Asset Sale Offer Amount”), the purchase price and the Asset Sale Purchase Date; (c) that any Note not tendered or accepted for payment will continue to accrue interest; (d) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the Notice at least five days before the Asset Sale Purchase Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On the Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes 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 Note equal in principal amount of any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon after as practical the Asset Sale Purchase Date. For avoidance of doubt, any amount of Net Proceeds remaining after the Asset Sale Purchase Date shall be returned by the Paying Agent to the Company and may be used by the Company for any purpose not inconsistent with this Indenture. For purposes of this Section 6.05, the Trustee shall act as the Paying Agentzero.