Common use of Limitation on Asset Sales Clause in Contracts

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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 Managers); (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, -72- as the case may be, from such Asset Sale shall be in the form of cash cash, Cash Equivalents or Foreign Cash Equivalents; Equivalents (provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofNotes) that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon ) and is received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 365 days of receipt thereof either (A) to prepay any Senior Debt PARI PASSU Indebtedness of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any Senior Debt such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to either (x) make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets")) or (y) the acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries; PROVIDED that Net Cash Proceeds in excess of $30 million in the aggregate since June 30, 1999 from Asset Sales involving assets of the Company or a Guarantor (other than the Capital Stock of a Foreign Subsidiary) shall only be reinvested in (x) assets which will be owned by the Company or a Guarantor and not constituting an Investment or (y) the capital stock of a Person that becomes a Guarantor or (C) a combination of prepayment prepayment, repurchase and investment permitted by the foregoing clauses (Aiii)(A), (iii)(B) and (Biii)(C). On the 271st 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors Managers 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 next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 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, each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is PARI PASSU with the Notes containing provisions requiring offers to purchase with the proceeds of sales of assets, on a pro rata PRO RATA basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; providedPROVIDED, howeverHOWEVER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- covenantSection 4.15. The Company may defer the shall not be required to make a Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 30 million resulting from one or more Asset Sales (Sales, at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph), PROVIDED, HOWEVER, that the first $30 million of Net Proceeds Offer Amount need not be applied as required pursuant to this paragraph. In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.015.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenantSection 4.15, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed salesale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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 lawSection 4.15.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsQualified Proceeds and shall be received at the time of such disposition; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets and (yiii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 360 days of receipt thereof either (A) to prepay any Senior Debt Indebtedness ranking at least pari passu with the Notes (including Indebtedness under the New Credit Facility) and, in the case of any Senior Debt such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will shall be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related or complementary thereto ("Replacement Assets"), it being understood that the receipt of Qualified Proceeds (other than cash or Cash Equivalents) is deemed to be a valid application of such Qualified Proceeds pursuant to this clause (iii)(B), or (C) a combination of prepayment repayment and investment permitted by the foregoing clauses (Aiii)(A) and (Biii)(B). On the 271st 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 next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 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, each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- covenantSection 4.15. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million 5,000,000 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 $10.0 million5,000,000, shall be applied as required pursuant to this paragraph). In Upon completion of a Net Proceeds Offer, the event amount of Net Cash Proceeds and the transfer amount of substantially all (but not all) aggregate unutilized Net Proceeds Offer Amount shall be reset to zero. Accordingly, to the extent that any Net Cash Proceeds remain after consummation of the property and assets of a Net Proceeds Offer, the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from may use such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of any -59- purpose not prohibited by this covenant. Notwithstanding the two immediately preceding paragraphs, the Company Indenture 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 two preceding paragraphs. Each no Net Proceeds Offer will shall be mailed to the record Holders as shown on the register of Holders within 25 days following required until the Net Proceeds Offer Trigger Dateamount again accumulates to $5,000,000. Pending the final application of such Net Cash Proceeds, with a copy to the Trustee, and shall comply with the procedures set forth herein. 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 Company or such longer period as may Restricted Subsidiary may, but shall not be required to, temporarily reduce the outstanding Indebtedness under any revolving credit facility under the New Credit Facility; provided, however, that the final application of such Net Cash Proceeds shall be as required by lawthis Section 4.15.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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 senior management or, in the case of an Asset Sale in excess of $5 million, by the Company's Board of Directors) and ); (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsEquivalents and is received at the time of such disposition; provided that the amount of (xa) any liabilities (as -------- shown on the Company's or such Restricted Subsidiary's 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 thereofSecurities) that are assumed by the transferee of any such assets assets, and (yb) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company 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 cash for the purposes of this provision. Upon ; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 360 days of 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 facilityfacil- ity, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment Investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related related, complementary or ancillary thereto or a reasonable expansion thereof ("Replacement Assets"), or and/or (C) a combination of prepayment and ------------------ investment permitted by the foregoing clauses (Aiii)(A) and (Biii)(B). On the 271st 361st day after an Asset Sale or such earlier date, if any, as the senior management or Board of Directors Directors, as the case may be, 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 next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such ------------------------------- aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 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, each a "Net Proceeds Offer Amount") ------------------------- shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer ------------------ ------------------ Payment Date") not less than 30 nor more than 60 days following the applicable ------------ Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that -------- amount of the Notes Securities equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes Securities to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, -------- ------- that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- covenantSection 4.16. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction trans- action permitted under Section 5.01, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenantSection 4.16, and shall comply with the provisions of this covenant Section 4.16 with respect to deemed net cash proceeds from such deemed salesale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenantSection 4.16. Notwithstanding the first two immediately preceding paragraphsparagraphs of this Section 4.16, 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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.that:

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale Sale, unless (i) the consideration received by the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Subsidiary is 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) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form consists of cash or Temporary Cash Equivalents; provided that Investments or the amount assumption of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) Indebtedness 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 of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets provided that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on are irrevocably released from all liability with respect to such Indebtedness. In the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment event and investment permitted by to the foregoing clauses (A) and (B). On the 271st 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 extent that the Net Cash Proceeds relating to such Asset Sale as set forth in the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in connection 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 any Asset Sale permitted the Commission pursuant to be consummated under this paragraph Section 4.18), then the Company shall constitute or shall cause the relevant Restricted Subsidiary to (x) 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 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 agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the 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 (y) apply (no later than the end of the 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 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 provisions Company must commence, not later than the fifteenth Business Day 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 Trusteesuch month, and shall comply with consummate an Offer to Purchase from the procedures set forth herein. 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 an aggregate Accreted Value of Notes equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the Accreted Value of the Notes on the relevant Payment Date, plus, in each case, accrued interest (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 lawif any) to the Payment Date.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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 senior management or, in the case of an Asset Sale in excess of $5 million, by the Company's Board of Directors) and ); (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsEquivalents and is received at the time of such disposition; provided that the amount of (xa) any liabilities (as -------- shown on the Company's or such Restricted Subsidiary's 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 thereofSecurities) that are assumed by the transferee of any such assets assets, and (yb) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company 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 cash for the purposes of this provision. Upon ; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 360 days of 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 permanent reduction in the availability under such revolving credit facility, (B) to make an investment Investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company company and its Restricted Subsidiaries as existing on the Issue Date or in businesses business reasonably related related, complementary or ancillary thereto or a reasonable expansion thereof ("Replacement Assets"), or ------------------ and/or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii) (A) and (iii) (B). On the 271st 361st day after an Asset Sale or such earlier date, if any, as the senior management or Board of Directors Directors, as the case may be, 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 next preceding sentence (each, a "Net --- Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 Offer --------------------------- 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 nest preceding sentence (each, each a "Net Proceeds Offer Amount") shall be applied by the Company or ------------------------- such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds ------------ Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor ----- ------------------------------- more than 60 days following the applicable application Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes Securities equal to the Net --- ---- Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes Securities to be purchased, plus accrued and unpaid interest thereon, if any, ,to the date of purchase; provided, however, that if at any time any non-cash -------- ------- consideration received by the Company or any Restricted Subsidiary of the 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 cash Proceeds thereof shall be applied in accordance with this 40 -33- covenantSection 4.16. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenantSection 4.16, and shall comply with the provisions of this covenant Section 4.16 with respect to deemed net cash proceeds from such deemed salesale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenantSection 4.16. Notwithstanding the first two immediately preceding paragraphsparagraphs of this Section 4.16, 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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.extent:

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless (i) the Company or the 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 by the good faith judgment of the Board of Directors evidenced by a Board Resolution and (ii) at least 75.0% of the consideration received for such Asset Sale consists of cash or cash equivalents or the assumption of unsubordinated Indebtedness. The Company shall, or shall cause the relevant Restricted Subsidiary to, within 360 days after the date of receipt of the Net Cash Proceeds from an Asset Sale, (i) (A) apply an amount equal to such Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or 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), 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 and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Company's Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) at least 75% apply (no later than the end of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from 360-day period referred to above) such Asset Sale shall be in the form of cash or excess Net Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash Proceeds (to the extent of not applied pursuant to clause (i)) as provided in the cash received) shall be deemed to be cash for purposes following paragraphs of this provisionSection 1017. Upon the consummation The amount of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating required to be applied (or to be committed to be applied) during such Asset Sale within 270 days of receipt thereof either (A) 360-day period referred to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 above in the preceding sentence (eachand not applied as so required by the end of such period shall constitute "Excess Proceeds". If, a "Net Proceeds Offer Trigger Date")as of the first day of any calendar month, such the aggregate amount of Net Cash Excess Proceeds that is not theretofore subject to an integral multiple of $1,000 which have not been applied on or before such Net Excess Proceeds Offer Trigger Date (as permitted in the preceding sentence (eachdefined below) totals at least $10.0 million, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to must, not later than the 30th Business Day thereafter, make an offer to purchase (the an "Net Excess Proceeds Offer") on a date (to purchase from the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that basis an aggregate principal amount of the Notes equal to the Net Excess Proceeds Offer Amount on such date, at a purchase price equal to 100100.0% of the principal amount of the Notes to be purchasedNotes, plus plus, in each case, accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by purchase (the Company or any Restricted Subsidiary of the 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"Excess Proceeds Payment"), 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 40 -33- covenant. The Company may defer the Net shall commence an Excess Proceeds Offer until there is an aggregate unutilized Net by mailing a notice to the Trustee and each Holder stating: (i) that the Excess Proceeds Offer Amount equal to or in excess of $10.0 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 $10.0 million, shall be applied as required is being made pursuant to this paragraph). In the event of the transfer of substantially Section 1017 and that all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries Notes validly tendered will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration accepted for such Asset Sale constitutes Replacement Assets and payment on a pro rata basis; (ii) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such Asset Sale notice is for fair market valuemailed) (the "Excess Proceeds Payment Date"); provided (iii) that any consideration Note not constituting Replacement Assets received by tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company or defaults in the payment of the Excess Proceeds Payment, any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject Note accepted for payment pursuant to the provisions of Excess Proceeds Offer shall cease to accrue interest and Liquidated Damages, if any, on and after the two preceding paragraphs. Each Net Excess Proceeds Payment Date; (v) that Holders electing to have a Note purchased pursuant to the Excess Proceeds Offer will be mailed 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 record Holders as shown Paying Agent at the address specified in the notice prior to the close of business on the register Business Day immediately preceding the Excess Proceeds Payment Date; (vi) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of Holders within 25 days following business on the Net third Business Day immediately preceding the Excess Proceeds Offer Trigger Payment Date, with a copy telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the Trustee, and shall comply with the procedures set forth herein. Upon receiving notice unpurchased portion of the Net Proceeds Offer, Holders may elect to tender their Notes surrendered; provided that each Note purchased and each new Note issued shall be in whole or in part in integral multiples a principal amount of $1,000 in exchange or integral multiples thereof. On the Excess Proceeds Payment Date, the Company shall (i) accept 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 payment on a pro rata basis Notes or portions thereof tendered pursuant to the Excess Proceeds Offer; (based on amounts tendered)ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officer's Certificate specifying the Notes or portions thereof accepted for payment by the Company. A Net The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. To the extent that the aggregate principal amount of Notes tendered is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. The Company shall publicly announce the results of the Excess Proceeds Offer as soon as practicable after the Excess Proceeds Payment Date. For purposes of this Section 1017, the Trustee shall remain open for a period of 20 Business Days or act as the Paying Agent. The Company shall comply with Rule 14e-1 under the Exchange Act and any other rules and regulations thereunder to the extent such longer period rules and regulations are applicable, in the event that such Excess Proceeds are received by the Company under this Section 1017 and the Company is required to repurchase Notes as may be required by lawdescribed above.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (ia) the Company or the 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 Directors of the Company), (iib) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash 71 -63- or Cash EquivalentsEquivalents and is received at the time of such disposition; provided provided, however, that this condition shall not apply to a transaction whereby the Company or any Restricted Subsidiary effects an Asset Sale by the exchange of assets or property for Productive Assets or to the sale or other disposition of all or any portion of the Company's East Mill assets located in Antioch, California, provided, further, that the amount of (xA) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes or any guarantee thereofNotes) that are assumed by the transferee of any such assets shall be deemed to be cash for purposes of this provision and (yB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, and (c) the Company shall (i) apply, or cause such Restricted Subsidiary to apply, the such Net Cash Proceeds relating to of such Asset Sale within 270 days of receipt thereof either the consummation of such Asset Sale (A) to prepay any Senior Debt andindebtedness ranking pari passu with the Notes, senior indebtedness of a Subsidiary Guarantor or debt of a Restricted Subsidiary that is not a Subsidiary Guarantor or, in the case of any Senior Debt debt under any a revolving credit facility, effect a permanent reduction in the committed availability under any such revolving credit facility, facility or (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (Notes and, to the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following extent required by the applicable Net Proceeds Offer Trigger Date, from all Holders documentation governing such indebtedness and on a pro rata basis, that amount of indebtedness ranking pari passu with the Notes equal to the Net Proceeds Offer Amount Notes, at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, thereon to the date of purchasepurchase pursuant to an offer to purchase made by the Company as set forth below (a "Net Proceeds Offer"), or (ii)(A) commit, or cause such Restricted Subsidiary to commit (such commitments to include amounts anticipated to be expended pursuant to the Company's capital investment plan (x) as adopted by the Board of Directors of the Company and (y) evidenced by the filing of an Officers' Certificate with the Trustee stating that the total amount of the Net Cash Proceeds of such Asset Sale is less than the aggregate amount contemplated to be expended pursuant to such capital investment plan within 24 months of the consummation of such Asset Sale) within 270 days of the consummation of such Asset Sale, to apply the Net Cash Proceeds of such Asset Sale to reinvest in Productive Assets and (B) apply, or cause such Restricted Subsidiary to apply, pursuant to such commitment (which includes amounts actually expended under the capital investment plan authorized by the Board of Directors of the Company), such Net Cash Proceeds of such Asset Sale within 24 months of the consummation of such Asset Sale; provided that if any commitment under this clause (ii) is terminated or rescinded after the 225th day after the consummation of such Asset Sale, the Company or such Restricted Subsidiary, as the case may be, shall have 45 days after such termination or rescission to (1) apply such Net Cash Proceeds pursuant to clause (c)(i) above (a "Reapplication Determination") or (2) to commit, or cause such Restricted Subsidiary to commit, to apply the Net Cash Proceeds of such Asset Sale to reinvest in Productive Assets; provided that in any such case, such proceeds must be applied pursuant to clause (c)(i) above or such commitment, as the case may be, no later than 24 months after the consummation of such Asset Sale or (iii) any combination of the foregoing; provided, howeverfurther, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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)cash, 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 40 -33- covenant. The clause (c) above; and provided, further, that the Company may defer the making a Net Proceeds Offer until there is an the aggregate unutilized Net Cash Proceeds Offer Amount equal to or in excess of $10.0 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 $10.0 million, shall to be applied as required pursuant to this paragraph)equals or exceeds $10 million. In Pending the event final application of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from any such deemed sale. In addition, the fair market value of such properties and assets of Net Cash Proceeds the Company or its such Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphsSubsidiary may temporarily reduce Indebtedness under a revolving credit facility, 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 two preceding paragraphsif any. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 270 days following the consummation of the Asset Sale that requires the Company to make a Net Proceeds Offer Trigger Date(or within 30 days after a Reapplication Determination, if applicable), with a copy to the Trustee, will specify the purchase date (which will be no earlier than 30 days nor later than 45 days from the date such notice is mailed) and shall comply with the procedures set forth hereinin 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 aggregate amount of the Net Proceeds Offer AmountOffer, Notes of tendering Holders will be purchased repurchased on a pro rata basis (based on amounts upon the principal amount tendered). To the extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds Offer is less than the aggregate amount of the Net Proceeds Offer, the Company may use such excess Net Proceeds Offer amount for general corporate purposes or for any other purpose not prohibited by this Indenture. Upon completion of any such Net Proceeds Offer, the amount of the Net Proceeds Offer shall be reset at zero. A Net Proceeds Offer shall remain open for a period of 20 Business Days business days or such longer period as may be required by law.. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms:

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any Person other than the Company or any of its Restricted Subsidiaries assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the fair market Fair Market Value (as evidenced by a Board Resolution, which determination shall be conclusive (including as to the value of all non-cash consideration)) of the property or assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors) and of, (ii) at least 75% of the consideration received by the Company or such Restricted Subsidiary for such property or assets consists of cash or Eligible Cash Equivalents and (iii) the Company or such Restricted SubsidiarySubsidiary of the Company, as the case may be, from such Asset Sale shall be uses the Net Cash Proceeds in the form manner set forth in the next paragraph; provided, however, that for -------- ------- purposes of cash or Cash Equivalents; provided that this Section 1016, "cash" shall include (i) the amount of (x) any liabilities (other than liabilities that are by their terms subordinated to the Notes) of the Company or such Restricted Subsidiary (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of sheet or in the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofnotes thereto) that are assumed by the transferee of any such assets or other property in such Asset Sale or are no longer the liability of the Company or any Restricted Subsidiary (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Company or any of its Restricted Subsidiaries with respect to such liabilities, and (yii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from in connection with such transferee Asset Sale that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent within 60 days of the cash received) shall be deemed to be cash for purposes of this provisionreceipt. Upon the consummation of an Within 360 days after any Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash may at its option (other than interest received with respect a) reinvest an amount equal 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 (or any portion thereof) from such disposition in accordance with this 40 -33- covenant. The Company may defer Replacement Assets, provided that if such -------- Investment is in a project authorized by the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess Board of $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets Directors of the Company and its Restricted Subsidiaries as an entirety that shall take longer than such 360 day period to a Person in a transaction permitted under Section 5.01complete, the successor corporation Company shall be deemed entitled to have sold utilize 90 additional days to apply such Net Cash Proceeds, and/or (b) apply an amount equal to such Net Cash Proceeds (or remaining Net Cash Proceeds) to the properties and assets permanent reduction of any Debt of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply ranking pari passu with the provisions Notes (including the Notes) or Debt of this covenant with respect any Restricted Subsidiary of the Company. Any Net Cash Proceeds from any Asset Sale that are not used to deemed net cash proceeds from reinvest in Replacement Assets and/or repay any such deemed sale. In addition, the fair market value of such properties and assets pari passu Debt of the Company or Debt of its Restricted Subsidiaries deemed constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $10.0 million Date", the Company shall, as soon as practicable, but in any event within 20 Business Days, make an offer to be sold the extent of the Excess Proceeds to purchase (an "Asset Sale Offer"), on a pro rata basis, the Notes and the other Debt described in the next sentence, at a price in cash for the Notes equal to 100% of the Accreted Value thereof on any Asset Sale Purchase Date occurring prior to March 1, 2003, plus any accrued and unpaid cash interest not otherwise included in Accreted Value to such Asset Sale Purchase Date, or 100% of the principal amount thereof at Stated Maturity on any Asset Sale Purchase Date occurring on or after March 1, 2003, plus accrued and unpaid interest, if any, to such Asset Sale Purchase Date, in accordance with the procedures set forth in this Indenture. Any Asset Sale Offer shall include a pro rata offer under similar circumstances to purchase all other unsecured Debt of the Company ranking pari passu with the Notes, which Debt contains similar provisions requiring the Company to purchase such Debt. To the extent that any amount of Excess Proceeds remains after completion of such offer to purchase, the Company or such Restricted Subsidiary of the Company may use such remaining amount for general corporate purposes and the amount of Excess Proceeds shall be deemed reset to be Net Cash Proceeds for purposes of this covenantzero. Notwithstanding the two three immediately preceding paragraphs, the Company and its Restricted Subsidiaries will shall be permitted to consummate an Asset Sale without complying with such paragraphs to the extent that (i) at least 75% of the consideration for such Asset Sale constitutes Replacement consists of Telecommunications Assets and (ii) such Asset Sale is for fair market valueFair Market Value; provided that any consideration not constituting Replacement such acquisition of Telecommunications Assets that is an -------- Investment is made in compliance with Section 1012 or constitutes a Permitted Investment, other than pursuant to clause (h) of the definition thereof, and any Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries in connection with any such Asset Sale permitted to shall be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the two three immediately preceding paragraphs. Each Net Proceeds Notice of an Asset Sale Offer will shall be prepared and mailed to by the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, Company with a copy to the TrusteeTrustee not later than the 20th Business Day after the related Asset Sale Offer Trigger Date to each Holder at such Holder's registered address, and shall comply with the procedures set forth herein. 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.stating:

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale Sale, unless (i) the consideration received by the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Subsidiary is 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) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form consists of cash or Temporary Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchaseInvestments; provided, however, that if at any time any nonthis clause (ii) shall not apply to long-cash consideration received by term assignments in capacity in a telecommunications network. In the Company or any Restricted Subsidiary of event and to the 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 extent that the Net Cash Proceeds thereof shall be applied in accordance with this 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in connection 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 any Asset Sale permitted the Commission pursuant to be consummated under this paragraph Section 4.18), then the Company shall constitute 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 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 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 57 48 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 4.11. 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 provisions Company must commence, not later than the fifteenth Business Day 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 Trusteesuch month, and shall comply with consummate an Offer to Purchase from the procedures set forth herein. 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 an aggregate principal amount of Securities equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Securities, plus accrued interest (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 lawif any) to the Payment Date.

Limitation on Asset Sales. (a) The Company will Companies shall not, and will shall not permit any Subsidiary to, consummate any Asset Sale other than (i) as the result of its Restricted a Casualty Event (or settlement of either thereof) or (ii) one or more Real Property Transfers or Subsidiary Equity Sales (collectively, "Permitted Asset Sales") meeting the requirements of this Section 4.09. The Companies may, and may permit their Subsidiaries to, consummate an any Permitted Asset Sale unless so long as (ix) the Company Companies or the applicable Restricted Subsidiary, as the case may be, such Subsidiary receives consideration at the time of such Permitted Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of included in such Permitted Asset Sale, (as determined in good faith by the Company's Board of Directorsy) and (ii) at least 75not less than 67% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from Companies and its Subsidiaries pursuant to such Permitted Asset Sale shall be (if other than a Casualty Event) is in the form of cash or Cash Equivalents; provided that the amount of Equivalents and (xz) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that Net Available Proceeds are by their terms subordinated applied to the redemption of Notes (or any guarantee thereofdeposited into a cash collateral account with the Trustee pending the redemption or repurchase of Notes) that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (as required pursuant to the extent of the cash received) shall be deemed to be cash for purposes of this provisionSection 3.08 hereof. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if If at any time any non-cash consideration is received by the any Company or any Restricted Subsidiary of the CompanySubsidiary, as the case may be, in connection with any Permitted Asset Sale Sale, the Trustee shall hold such consideration in trust hereunder as collateral security for the obligations of the Companies in respect of the Notes; provided that at the time such consideration is repaid or converted into or sold or otherwise disposed of for cash or Cash Equivalents (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute an the date of a Permitted Asset Sale hereunder hereunder, and the Net Cash Available Proceeds thereof shall be applied in accordance with this 40 -33- covenantSection 4.09. The Company may defer Anything herein to the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which timecontrary notwithstanding, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant Section 4.09 shall not be applicable to any Asset Sale with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company Excluded Entities 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 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 herein. 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 lawEquity Interests therein.

Limitation on Asset Sales. (a) The Company Lessee will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company Lessee or the 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 CompanyLessee's Board of Directors) and (ii) at least 75% of the consideration received by the Company Lessee or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that (A) the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company Lessee or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to Lessee's rental payment obligations under the Notes or any guarantee thereofLease Agreement) that are assumed by the transferee of any such assets and (yB) the fair market value of any securities, notes or other obligations marketable securities received by the Company Lessee or any such Restricted Subsidiary from in exchange for any such transferee assets that are promptly converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision; and provided, further, that in no event shall the aggregate fair market value at the time of receipt of consideration received by Lessee in a form other than cash or Cash Equivalents exceed 15% of Lessee's Consolidated Total Assets. Upon In the consummation event of an Asset Sale, the Company Lessee shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 720 days of receipt thereof either (A) to repay or prepay any Senior Debt andindebtedness under the Credit Agreement, in the case of any Senior Debt under any revolving credit facility, and effect a permanent reduction in the availability under such revolving credit facilitythereof, (B) to make an investment in either (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in (y) properties and or assets that will be used in the business of the Company Lessee and its Restricted Subsidiaries as existing on the Issue Date or in businesses similar or reasonably related thereto or in the capital stock of any entity a majority of whose assets consists of the properties or assets described under (x) or (y) ("Replacement Assets"), or (C) to a combination of prepayment and investment permitted by the immediately foregoing clauses (A) and (B). On After the 271st day after an Asset Sale or such earlier date, if any, as on which the Board aggregate amount of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale which have not been applied as set forth permitted in the immediately foregoing clauses (A), (B) and (C) of the next preceding sentence (each, a "Net Proceeds Offer Amount") exceeds $15,000,000 (the "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") Lessee shall be applied by the Company or such Restricted Subsidiary to make an offer to apply such Net Cash Proceeds to purchase (Equipment from Lessor at the "Net Proceeds Offer") on Acquisition Cost thereof; provided, Lessee shall have the option of applying a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount portion of the Notes equal to the Net Proceeds Offer Amount at a to the repurchase of any Indebtedness not subordinated to its rental payment obligations under the Lease Agreement, pro rata based on the amount of Tranche A Notes, the Tranche B Loans and the Equity Contributions outstanding on the one hand, and the amount of such other Indebtedness outstanding on the other hand. The purchase price equal to for such other Indebtedness will not exceed 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest thereon. If Lessee elects to so repay such other Indebtedness, if any, to the date amount of purchase; provided, however, that if Equipment purchased by it will be reduced by the amount of such other Indebtedness so repurchased. If at any time any non-cash consideration received by the Company Lessee or any Restricted Subsidiary of the CompanyLessee, 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 40 -33- covenant. The Company may defer To the Net Proceeds Offer until there is an extent that the aggregate unutilized Net Proceeds Offer Amount equal to or in excess principal amount of $10.0 million resulting from one or more Asset Sales (at which timethe Tranche A Notes, the entire unutilized Tranche B Loans and the Equity Contributions repurchased is less than the Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company Lessee and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01may use such deficiency for general corporate purposes. Upon completion of such Net Proceeds Offer, the successor corporation shall Net Proceeds Offer Amount will be deemed reset to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenantzero. Notwithstanding the two (2) immediately preceding paragraphs, the Company Lessee and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such the foregoing paragraphs to the extent (i) at least 7580% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company Lessee 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 two preceding paragraphsparagraph. Each Net Proceeds Offer will If at any time any non-cash consideration received by Lessee or any Restricted Subsidiary of Lessee, 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 mailed deemed to the record Holders as shown on the register of Holders within 25 days following constitute an Asset Sale and the Net Cash Proceeds Offer Trigger Date, thereof shall be applied in accordance with a copy to the Trustee, and shall comply with the procedures set forth herein. 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 cashthis covenant. To the extent Holders properly tender Notes in an that the aggregate principal amount exceeding the of Tranche A Notes, tendered pursuant to such Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net is less than the net Proceeds Offer shall remain open Amount allocable to the Tranche A Notes, Lessee and its Restricted Subsidiaries may use such deficiency for a period of 20 Business Days or such longer period as may be required by lawgeneral corporate purposes.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsEquivalents and is received at the time of such disposition; provided provided, however, that the amount of (xA) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheetsheet or the notes thereto) 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 of any in such assets Asset Sale and from which the Company or such Restricted Subsidiary is released and (yB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted within 180 days by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) shall be deemed to be cash for the purposes of this provision. Upon Section 4.15; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 360 days of receipt thereof either (A) to prepay repay any Senior Debt and, in Indebtedness ranking at least pari passu with the case of any Senior Debt Notes (including amounts under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facilityBank Credit Facilities), (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will shall be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (Aiii)(A) and (Biii)(B). On the 271st 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 next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), an amount equal to such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 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, each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 45 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-consideration other than cash consideration or Cash Equivalents received by the Company or any Restricted Subsidiary of the 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 40 -33- covenant. A transfer of assets by the Company to a Wholly Owned Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a Wholly Owned Restricted Subsidiary will not be deemed to be an Asset Sale. A transaction that is subject to and made in compliance with Section 5.01 shall not be subject to the application of this Section 4.15. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million 5,000,000 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 $10.0 million5,000,000, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphsparagraph, the Company and its Restricted Subsidiaries will shall be permitted to consummate an Asset Sale without complying with such paragraphs paragraph to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 two preceding paragraphs. Each Net Proceeds Offer will shall be mailed to the record Holders as shown on the register of Holders within 25 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth hereinin 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 shall be purchased on a pro rata basis (based on amounts tendered)) unless otherwise required by law or any applicable exchange regulations. A Net Proceeds Offer shall remain open for a period of 20 Business Days business days or such longer period as may be required by law. 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 repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations or any applicable exchange regulations conflict with this Section 4.15, the Company shall comply with the applicable securities laws and regulations and exchange regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (which, if it exceeds $1 million, shall be determined by, and set forth in, a resolution of the Board of Directors of the Company and described in an Officers' Certificate of the Company delivered to the Trustee) of the assets sold or otherwise (including, if appropriate, Equity Interests) disposed of (or issued, as determined in good faith by the Company's Board of Directors) appropriate, and (ii) at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of this Section (and not for purposes of any other provision of this Indenture), the amount of term "cash" shall be deemed to include (xi) any liabilities (as shown on the Company's or such Restricted Subsidiary's 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 of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from as consideration as part of such transferee Asset Sale that are immediately converted within 180 days by the Company or such Restricted Subsidiary into actual cash (to the extent of the actual cash so received), and (ii) shall be deemed to be cash for purposes any liabilities of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, (as shown on the Net Cash Proceeds relating to most recent balance sheet of the Company or such Asset Sale within 270 days of receipt thereof either Restricted Subsidiary) that (A) to prepay any Senior Debt and, in are assumed by the case transferee of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were which are the subject of such Asset Sale or as consideration therefor in properties and assets a transaction the result of which is that will be used in the business of the Company and all of its Restricted Subsidiaries as existing on are released from all liability for such assumed liability, (B) are not by their terms subordinated in right of payment to the Issue Date or in businesses reasonably related thereto ("Replacement Assets")Notes, or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 are not owed to apply the Net Cash Proceeds relating to such Asset Sale as set forth in the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, and (D) constitute short-term liabilities (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 determined in accordance with this 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraphGAAP). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless (i) the Company or the applicable such Restricted Subsidiary, as the case may be, Subsidiary 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 DirectorsDirectors as evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) and of the assets subject to such Asset Sale, (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from for such Asset Sale shall be is in the form of cash cash, Cash Equivalents or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofNotes) that are assumed by the transferee of any such assets and (y) any securitiesprovided, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (there is no further recourse to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"with respect to such liabilities), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On iii) within 12 months of such Asset Sale, the 271st day after an Asset Sale or such earlier date, if any, as Net Proceeds thereof are (a) invested in assets related to the Board of Directors 35 37 business of the Company or of such its Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in the preceding sentence Subsidiaries, (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been b) applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger DateSenior Notes, from all Holders on a pro rata basisif any are then outstanding, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchasedSenior Notes, plus accrued and unpaid interest thereoninterest, if any, to the date of purchase, or (c) to the extent not used as provided in clauses (a) or (b), applied to make an offer to purchase Notes as described below (an "Excess Proceeds Offer"); provided, however, that if at the amount of Net Proceeds from any time Asset Sale not used pursuant to clauses (a) and (b) above is less than $5.0 million, the Company shall not be required to make an offer pursuant to clause (c). Pending the final application of any non-cash consideration received by such Net Proceeds, the Company or any Restricted Subsidiary may temporarily reduce Indebtedness under the Revolving Credit Facility or the German Subsidiary Facilities, or temporarily invest such Net Proceeds in Cash Equivalents. The amount of Net Proceeds not used as set forth in the preceding clauses (a) and (b) constitutes "Excess Proceeds." If the Company elects, or becomes obligated to make an Excess Proceeds Offer, the Company shall offer to purchase Notes having an aggregate principal amount equal to the Excess Proceeds (the "Purchase Amount"), at a purchase price equal to 100% of the Companyaggregate principal amount thereof, as plus accrued and unpaid interest, if any, to 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 40 -33- covenantpurchase date. The Company may defer the Net must commence such Excess Proceeds Offer until there is an not later than 30 days after the expiration of the 12-month period following the Asset Sale that produced Excess Proceeds. If the aggregate unutilized Net purchase price for the Notes tendered pursuant to the Excess Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, is less than the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphsExcess Proceeds, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to may use the extent (i) at least 75% portion of the consideration Excess Proceeds remaining after payment of such purchase price for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 two preceding paragraphsgeneral corporate purposes. 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 herein. 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 Excess Proceeds Offer shall remain open for a period of 20 Business Days or such and no longer, unless a longer period is required by law (the "Excess Proceeds Offer Period"). Promptly after the termination of the Excess Proceeds Offer Period (the "Excess Proceeds Payment Date"), the Company shall purchase and mail or deliver payment for the Purchase Amount for the Notes or portions thereof tendered, pro rata or by such other method as may be required by law, or, if less than the Purchase Amount has been tendered, all Notes tendered pursuant to the Excess Proceeds Offer. The principal amount of Notes to be purchased pursuant to an Excess Proceeds Offer may be reduced by the principal amount of Notes acquired by the Company through purchase or redemption (other than pursuant to a Change of Control Offer) subsequent to the date of the Asset Sale and surrendered to the Trustee for cancellation.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsEquivalents and is received at the time of such disposition; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets and (yiii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt Indebtedness and, in the case of any Senior Debt Indebtedness under any revolving credit facility, effect a permanent reduction in the committed availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related or complementary thereto (as determined in good faith by the Company's Board of Directors) ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (Aiii)(A) and (Biii)(B). Pending final application, the Company or the applicable Restricted Subsidiary may temporarily reduce Indebtedness under any revolving credit facility or invest in cash or Cash Equivalents. On the 271st 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 next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 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, each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration -------- ------- received by the Company or any Restricted Subsidiary of the 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-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 40 -33- covenant. The Company or any such Restricted Subsidiary of the Company, as the case may be, may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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.

Limitation on Asset Sales. (a) The Company Holdings and the Borrowers will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company Holdings, such Borrower or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the board of directors of Holdings) of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors) and (iiy) except for any Permitted Asset Swap, at least 75% of the consideration therefor received by the Company Holdings, such Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of (xa) any liabilities (as shown on the Company's Holdings’, such Borrower’s, or such Restricted Subsidiary's ’s most recent balance sheetsheet or in the notes thereto) of the Company Holdings, such Borrower or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) Loans), that are assumed by the transferee of any such assets and for which Holdings, the Borrowers and all Restricted Subsidiaries have been validly released by all creditors in writing, (yb) any securities, notes or other obligations securities received by the Company Holdings, such Borrower or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company Holdings, by such Borrower or by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and/or (c) any Designated Non-Cash Consideration received by Holdings, such Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed $75.0 million (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties provision and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (no 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 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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 lawpurpose.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the 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 (evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors) and (ii) at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of (a) cash or Cash Equivalents, (b) Tower Assets or (c) any combination of the foregoing; provided that the amount of (x) any liabilities (as shown on the Company's ’s or such Restricted Subsidiary's ’s 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 of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash within 20 days of the applicable Asset Sale (to the extent of the cash received) ), shall be deemed to be cash for purposes of this provision. Upon Within 360 days after the consummation receipt of any Net Proceeds from an Asset Sale, the Company shall apply, or cause such the applicable Restricted Subsidiary to applymay apply such Net Proceeds to: (a) reduce (which reduction may be temporary) Indebtedness under a Credit Facility; (b) reduce or repurchase any other Indebtedness of any of the Company’s Restricted Subsidiaries, including the 2011 Notes; (c) reduce or repurchase any Indebtedness represented by the Notes; (d) reduce or repurchase any Senior Indebtedness of the Company, excluding the 2011 Notes; provided that the Notes are reduced or repurchased on a pro rata basis with the Net Proceeds from such Asset Sale; (e) acquire all or substantially all the assets of a Permitted Business; provided, that after giving effect thereto, the Net Cash Proceeds relating to Company and/or a Restricted Subsidiary own such Asset Sale within 270 days assets; (f) acquire Voting Stock of receipt thereof either a Permitted Business from a Person that is not a Subsidiary of the Company; provided, that, after giving effect thereto, the Company and/or a Restricted Subsidiary own a majority of such Voting Stock; or (Ag) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect make a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and capital expenditure or acquire other long-term assets that replace are used or useful in a Permitted Business; provided, that after giving effect thereto, the properties and assets that were the subject of such Asset Sale Company or in properties and assets that will be used in the business a Restricted Subsidiary of the Company and its Restricted Subsidiaries as existing on is the Issue Date or in businesses reasonably related thereto ("Replacement Assets")owner of such assets. Pending the final application of any such Net Proceeds, or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such the applicable Restricted Subsidiary determines may invest such Net Proceeds in any manner that is not to apply prohibited by the Indenture. Any Net Cash Proceeds relating to such from Asset Sale Sales that are not applied or invested as set forth provided in the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such of this paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Net Cash Excess Proceeds that is an integral multiple of exceeds $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each10.0 million, a "Net Proceeds Offer Amount") shall be applied by the Company or such the applicable Restricted Subsidiary will be required to make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Senior Indebtedness of the Company, excluding the 2011 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 (the "Net Proceeds Offer"such other Senior Indebtedness, “Pari Passu Notes”) on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Dateto purchase, from all Holders on a pro rata basis, the maximum principal amount (or accreted value, as applicable) of Notes and such Pari Passu Notes that amount may be purchased out of the Notes equal to the Net Proceeds Offer Amount Excess Proceeds, at a an offer price in cash in an amount equal to 100% of the principal amount of the Notes to be purchased(or accreted value, as applicable) thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash purchase (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 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 right of the two preceding paragraphs. Each Net Proceeds Offer will be mailed to the Holders of record Holders as shown on the register of Holders within 25 days following relevant record date to receive interest due on the Net Proceeds Offer Trigger Daterelevant interest payment date), with a copy to the Trustee, and shall comply in accordance with the procedures set forth herein. Upon receiving notice of in 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 cashIndenture and the instruments governing such Pari Passu Notes. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount (or accreted value, as applicable) of Notes and Pari Passu Notes tendered into such Asset Sale Offer surrendered by Holders properly tender thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes in an amount exceeding the Net Proceeds Offer Amount, and such Pari Passu Notes of tendering Holders will to be purchased on a pro rata basis (based on amounts the aggregate principal amount (or accreted value, as applicable) of Notes or Pari Passu Notes tendered). A Net Upon completion of such offer to purchase, the amount of Excess Proceeds Offer shall remain open for a period be reset at zero. The Company will comply, to the extent applicable, with the requirements of 20 Business Days Section 14(e) of the Exchange Act and any other securities laws or regulations applicable to any Asset Sale Offer. To the extent that the provisions of any such longer period as may securities laws or securities regulations conflict with the provisions of the covenant described above, the Company will comply with the applicable securities laws and regulations and will not be required deemed to have breached its obligations under the covenant described above by lawvirtue thereof.

Limitation on Asset Sales. Not, and not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale; provided that the Company or any Subsidiary may make any Asset Sale so long as (a) The Company will not, and will not permit any no Event of its Restricted Subsidiaries to, consummate an Asset Sale unless Default or Unmatured Event of Default exists or would result therefrom; (i) the Company or the 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 (iib) at least 75% of the consideration received by paid to the Company or the such Restricted Subsidiary, as the case may be, from Subsidiary in connection with such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that marketable securities or the amount assumption by the purchaser of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofSubordinated Debt) that are assumed by the transferee as a result of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by which the Company or such Restricted Subsidiary into cash Subsidiary, as the case may be, is no longer obligated with respect to such liabilities; and (to c) not later than 365 days after the extent date of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an such Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject net proceeds of such Asset Sale or in properties and which have not been used to acquire productive assets that will be used in the business of the Company or a Restricted Subsidiary ("Unused Proceeds") are used to offer to reduce all senior Debt (or, in the case of this Agreement and any other senior Debt arising under a revolving credit arrangement, the applicable commitment to create senior Debt) on a pro rata basis by an amount (rounded to the nearest $100,000) equal to the excess, if any, of (x) all proceeds of Asset Sales (including such Asset Sale) which have become Unused Proceeds in the then-current Fiscal Year (excluding the portion of any such Unused Proceeds which was previously the subject of an offer to reduce senior Debt pursuant to this clause (c)) over (y) $10,000,000. Notwithstanding the foregoing, the Company and/or its Restricted Subsidiaries may make Asset Sales so long as existing on the Issue Date or aggregate book value of all assets disposed of in businesses reasonably related thereto all Asset Sales in any Fiscal Year ("Replacement Assets"), or (C) a combination of prepayment and investment not permitted by the foregoing clauses (Aprovisions of this Section 10.13) and (B). On the 271st 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 does not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100exceed 10% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and consolidated total assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, at the successor corporation shall be deemed to have sold the properties and assets end of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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 lawFiscal Year.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the 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 a majority of the Company's members of the Board of DirectorsDirectors who are not Officers or employees of the Parent or any if its Subsidiaries) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 7585% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalentscash; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes Securities or any guarantee thereofthe Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (y) in the case of any Asset Sale constituting the transfer (by merger or otherwise) of all of the Equity Interests of a Restricted Subsidiary, any liabilities (as shown on such Restricted Subsidiary's most recent balance sheet) of such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or the Guarantees) that will remain outstanding after such transfer and will not be a liability of the Company or any other Restricted Subsidiary of the Company following such transfer and (z) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary within 90 days into cash (to the extent of the cash received) ), shall be deemed to be cash for purposes of determining the percentage of cash consideration reviewed under this provision. Upon To the consummation extent that the assets which are the subject of any Asset Sale constitute Collateral, all proceeds thereof shall, to the extent permitted by law, be subject to a perfected Lien in favor of the Collateral Agent, and all Net Proceeds from such an Asset Sale shall be deposited in the escrow account established by the Security Documents. Within 270 days after the receipt of any Net Proceeds from an Asset Sale, the Company shall apply, or cause must use such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such the Asset Sale or in properties and assets (excluding Equity Interests other than Equity Interests of an entity that is (or immediately will become) a Guarantor) that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Original Issue Date or in businesses a business reasonably related thereto thereto. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Company will be required to make a pro rata offer to all Holders of Securities and any holders of other Indebtedness that is pari passu with the Securities or the Guarantees in question and that requires such an offer and contains provisions similar to those set forth in this Indenture with respect to offers (an "Replacement AssetsASSET SALE OFFER"), to purchase or (C) a combination redeem with the proceeds of prepayment sales of assets in accordance with Section 10.16, the maximum principal amount of Securities and investment permitted by the foregoing clauses (A) and (B). On the 271st day after an Asset Sale or such earlier date, if any, as the Board of Directors other pari passu Indebtedness that may be purchased out 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 the preceding sentence (eachExcess Proceeds, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make at an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that price in cash in an amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, thereof plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, howeverin accordance with the procedures set forth in this Indenture. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, that if at any time any non-cash consideration received by the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. The Company will comply with the requirements of Rules 13e-4 and 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or any Restricted Subsidiary of the Company, as the case may be, regulations are applicable in connection with any Asset Sale is converted into or sold or otherwise disposed the repurchase of for cash (other than interest received with respect the Securities pursuant to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and Offer. To the Net Cash Proceeds thereof shall be applied in accordance with this 40 -33- covenant. The Company may defer extent that the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to provisions of any applicable securities laws or in excess of $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply regulations conflict with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In additionIndenture, the fair market value of Company will comply with such properties securities laws and assets of the Company or its Restricted Subsidiaries deemed to be sold regulations and shall not be deemed to be Net Cash Proceeds for purposes have breached its obligations described in this Indenture by virtue thereof. If the aggregate principal amount of this covenant. 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 Securities tendered into such Asset Sale constitutes Replacement Assets and Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for the Securities (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted "OFFER AMOUNT"), the Trustee shall select the Securities to be consummated under this paragraph shall constitute 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 herein. 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)basis. A Net Upon completion of such Asset Sale Offer to purchase, the amount of Excess Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by lawreset at zero.

Limitation on Asset Sales. (a) The Company Issuers will not, and will not permit any of its Restricted their Subsidiaries to, consummate an Asset Sale unless (i) the Company Issuers or the such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale sale or other disposition 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) Directors of the Company, and evidenced by a board resolution); (ii) at least 75not less than 80% of the consideration received by the Company or the Restricted such applicable Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that Equivalents other than in the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of case where 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 of any such assets is undertaking a Permitted Asset Swap; and (yiii) any securities, notes or other obligations the Asset Sale Proceeds received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash applied (a) first, to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Companysuch Subsidiary, as the case may be, elects, or is required, to prepay, repay or purchase indebtedness under the Senior Credit Facility, the Subsidiary Senior Discount Notes and/or any other Indebtedness of a Subsidiary of the Company incurred in compliance with the Indenture within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; PROVIDED that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company or any Asset Sale is converted such Subsidiary as conducted on the Issue Date; PROVIDED that (1) such investment occurs or the Company or any such Subsidiary enters into or sold or otherwise disposed of for cash contractual commitments to make such investment, subject only to customary conditions (other than interest received the obtaining of financing), within 180 days following receipt of such Asset Sale Proceeds and (2) Asset Sale Proceeds so contractually committed are so applied within 270 days following the receipt of such Asset Sale Proceeds; and (c) third, if on such 180th day in the case of clauses (iii)(a) and (iii)(b)(1) or on such 270th day in the case of clause (iii)(b)(2) with respect to any such non-cash consideration)Asset Sale, then such conversion or disposition shall be deemed to constitute an the Available Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this 40 -33- 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 exceed $10.0 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 $10.0 5 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries will be permitted shall apply an amount equal to consummate an such Available Asset Sale without complying with such paragraphs Proceeds to an offer to repurchase the extent (i) Securities, at least 75a purchase price in cash equal to 100% of the consideration for such Accreted Value thereof plus accrued and unpaid interest, if any, to the purchase date (an "EXCESS PROCEEDS OFFER"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration Proceeds not constituting Replacement Assets received by required to repurchase Securities. If the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted Issuers are required to be consummated under this paragraph make an Excess Proceeds Offer, the Issuers shall constitute 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 mail, within 25 30 days following the Net Proceeds Offer Trigger Datedate specified in clause (iii)(c) above, with a copy notice to the Trusteeholders stating, and shall comply with the procedures set forth herein. 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.among other things:

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate an any Asset Sale unless unless: (ia) the Company or the applicable Restricted Subsidiary, as the case may be, Subsidiary receives consideration (measured either, at the option of the Company, at the time of the Asset Sale or as of the date of the definitive agreement with respect to such Asset Sale Sale) at least equal to the fair market value Fair Market Value of the assets sold Property subject to that Asset Sale; and (b) at least 75% of the aggregate consideration paid to (or otherwise disposed for the account of) the Company or the Restricted Subsidiary in connection with the Asset Sale is in the form of (as determined in good faith cash or Cash Equivalents or the assumption by the Company's Board purchaser of Directorsliabilities of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) as a result of which the Company and the Restricted Subsidiaries are no longer obligated with respect to those liabilities. The foregoing shall not apply with respect to any involuntary loss or other Involuntary Dispositions of any assets. For the purposes of this Section 4.07: (1) (x) securities, instruments, notes or other assets received by the Company or any Restricted Subsidiary from the purchaser that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days after the receipt thereof shall be considered to be cash to the extent of the cash received in that conversion and (iiy) any cash payments received with respect to instruments, notes, securities or other assets referred to in the foregoing clause (x) within 180 days of receipt of such instruments, notes, securities or other assets; (2) any cash consideration paid to the Company or the Restricted Subsidiary in connection with the Asset Sale that is held in escrow or on deposit to support 82 indemnification, adjustment of purchase price or similar obligations in respect of such Asset Sale shall be considered to be cash; (3) Productive Assets received by the Company or any Restricted Subsidiary in connection with the Asset Sale shall be considered to be cash; (4) the requirement that at least 75% of the consideration paid to the Company or the Restricted Subsidiary in connection with the Asset Sale be in the form of cash or Cash Equivalents or assumed liabilities shall also be considered satisfied if the cash or Cash Equivalents received constitutes at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from Subsidiary in connection with such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make determined on an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) after-tax basis; and (B). On the 271st 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 5) any Designated Non-Cash Proceeds relating to such Asset Sale as set forth in the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration Consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any the Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received in respect of Asset Sales, that at that time outstanding does not exceed the greater of (x) $60 million or (y) 2% of Total Assets shall be considered to be cash. Within 365 days after the receipt thereof, any Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or a Restricted Subsidiary, to the extent the Company or the Restricted Subsidiary elects (or is converted into required by the terms of any Debt): (a) to: (1) reduce, repay, prepay or sold purchase Debt under the Super Senior Revolving Credit Facility; or otherwise disposed of for cash (2) reduce, repay, prepay, redeem or purchase Senior Secured Debt (other than interest received with respect Debt described under (1) above) (provided, that if the Company or any Restricted Subsidiary shall so reduce such Senior Secured Debt other than the Notes, the Issuers will equally and ratably reduce Obligations under the Notes) and to any such non-cash consideration)the extent the Obligations under the Notes are reduced or repaid, then such conversion or disposition they shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied reduced or repaid in accordance with this 40 -33- covenant. The Company may defer the Net Proceeds provisions set forth under Section 3.07, Section 4.27, through open market purchases or privately negotiated transactions (provided, that such purchases are at or above 100% of the principal amount thereof) or through an offer to purchase Notes (in accordance with the procedures set forth below for an Asset Disposition Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to (as defined below)) or in excess of $10.0 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 $10.0 million, shall be applied as required pursuant to the amortization provisions of this paragraph). In the event of the transfer of substantially Indenture; provided, that all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as Net Available Cash used to make such an entirety offer to a Person in a transaction permitted under Section 5.01, the successor corporation purchase shall be deemed to have sold been so applied whether or not accepted by the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company Noteholders; or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 (3) (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and make an offer to purchase Notes (ii) such Asset Sale is for fair market value; provided 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 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 accordance with the procedures set forth herein. Upon receiving notice below for an Asset Disposition Offer); provided, that all Net Available Cash used to make such an offer to purchase shall be deemed to have been so applied whether or not accepted by the Noteholders or (ii) repurchase or redeem the Notes in accordance with the provisions set forth under Section 3.07 or through open market purchases or privately negotiated transactions (provided, that such purchases are at or above 100% 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 principal amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tenderedthereof). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law.; or

Limitation on Asset Sales. (a) The Neither the Company will not, and will not permit nor any of its Restricted Subsidiaries to, will consummate an Asset Sale unless (i) the Company or the 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 management of the Company or, if such Asset Sale involves consideration in excess of $5.0 million, by the Board of Directors of the Company's Board of Directors) and , as evidenced by a board resolution), (ii) at least 75% of the consideration received by the Company or the Restricted such Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that Equivalents and is received at the amount time of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets disposition and (yiii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon upon the consummation of an Asset Sale, the Company shall applyapplies, or cause causes such Restricted Subsidiary to apply, the such Net Cash Proceeds relating to such Asset Sale within 270 180 days of receipt thereof either (A) to prepay repay Indebtedness outstanding under the Credit Agreement or any Senior Debt Indebtedness of a Subsidiary of the Company that is not a Guarantor (and, in to the case of any Senior Debt extent such Indebtedness relates to principal under any a revolving credit or similar facility, effect to obtain a permanent corresponding reduction in the availability commitments thereunder, except that the Company may temporarily repay such Indebtedness using the consideration from such Asset Sale and thereafter use such funds to reinvest pursuant to clause (B) below within the period set forth therein without having to obtain a corresponding reduction in the commitments under such revolving credit or similar facility), (B) to make an investment reinvest, or to be contractually committed to reinvest pursuant to a binding agreement, in properties and assets that replace Productive Assets and, in the properties and assets that were latter case, to have so reinvested within 360 days of the subject date of receipt of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), Net Cash Proceeds or (C) a combination of prepayment to purchase Notes, Existing Senior Notes and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds other Indebtedness that is an integral multiple not, by its terms, expressly subordinated in right of $1,000 payment to the Notes and the terms of which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make require an offer to purchase such other Indebtedness with the proceeds from the Asset Sale (the "Net Proceeds OfferOther Indebtedness") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date), from all Holders on a pro rata basis, that amount of the Notes equal tendered to the Net Proceeds Offer Amount Company for purchase at a price equal to 100% of the principal amount thereof (or the accreted value of the Notes to be purchasedsuch Other Indebtedness, if such Other Indebtedness is issued at a discount) plus accrued and unpaid interest thereon, if any, to the date of purchasepurchase pursuant to an offer to purchase made by the Company as set forth below (a "Net Proceeds Offer"); provided that no Net Proceeds Offer shall be required to be made with any Asset Sales proceeds to the extent such Asset Sale proceeds have been, are the subject of or will be used to make an "Excess Cash Balance Offer" required pursuant to the Existing Senior Notes Indenture; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of may defer making a Net Proceeds Offer until the 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 aggregate Net Cash Proceeds thereof shall be from Asset Sales not otherwise applied in accordance with this 40 -33- covenantcovenant equal or exceed $5.0 million. The Company may defer Subject to the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or deferral right set forth in excess of $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event final proviso of the transfer preceding paragraph, each notice of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 two preceding paragraphs. Each Net Proceeds Offer will be mailed mailed, by first-class mail, to Holders of Notes not more than 180 days after the record Holders relevant Asset Sale or, in the event the Company or a Subsidiary has entered into a binding agreement as shown on the register of Holders provided in (B) above, within 25 180 days following the Net Proceeds Offer Trigger Datetermination of such agreement but in no event later than 360 days after the relevant Asset Sale. Such notice will specify, with a copy to among other things, the Trusteepurchase date (which will be no earlier than 30 days nor later than 45 days from the date such notice is mailed, except as otherwise required by law) and shall will otherwise comply with the procedures set forth hereinin this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders of Notes may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash1,000. To the extent Holders properly tender Notes in an amount exceeding which, together with all Other Indebtedness so tendered, exceeds the Net Proceeds Offer AmountOffer, Notes and such Other Indebtedness of tendering Holders will be purchased repurchased on a pro rata basis (based on amounts upon the aggregate principal amount tendered). A To the extent that the aggregate principal amount of Notes tendered pursuant to any Net Proceeds Offer, which, together with the aggregate principal amount or aggregate accreted value, as the case may be, of all Other Indebtedness so tendered, is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes and such Other Indebtedness for any purposes otherwise permitted by this Indenture. Upon the consummation of any Net Proceeds Offer, the amount of Net Cash Proceeds subject to any future Net Proceeds Offer from the Asset Sales giving rise to such Net Cash Proceeds shall remain open for be deemed to be zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act to the extent applicable in connection with the repurchase of Notes pursuant to a period of 20 Business Days or such longer period as may be required by lawNet Proceeds Offer.

Limitation on Asset Sales. (a) The Company will Corporation shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate an any Asset Sale after the Issue Date unless (i) the Company Corporation or the applicable such 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 a majority of the Company's Board of Directors, including a majority of the independent directors, as evidenced by a Board Resolution, or as determined based upon an opinion letter from an Independent Appraiser (which opinion letter shall identify such Independent Appraiser as such and be dated within 30 days of such Asset Sale)) of the Property subject to such Asset Sale and (ii) at least 75% of the consideration received by paid to the Company Corporation or the such Restricted Subsidiary, as the case may be, from Subsidiary in connection with such Asset Sale shall be is in the form of (w) cash or Cash Equivalents; provided that cash equivalents or notes secured as to payment of principal and interest by a Qualified Letter of Credit, (x) the assumption or repayment of Indebtedness of the Corporation or a Restricted Subsidiary (together, in each case, with a complete and unconditional release of all obligations of the Corporation and its Restricted Subsidiaries in respect of such Indebtedness) or (y) Property (including Capital Stock constituting a majority of the total voting power attached to the then outstanding Voting Capital Stock of any Person the primary business of which is a Related Business or, in connection with an Investment by the Corporation or a Restricted Subsidiary in a joint venture in a Related Business, Capital Stock of the Person formed in connection with such joint venture) to be used by the Corporation and its Restricted Subsidiaries in a Related Business (the amount of consideration in respect of Property to be equal to its fair market value, determined as aforesaid), or (z) any combination of (w), (x) or (y). The Net Available Cash (or any liabilities (as shown on portion thereof) from Asset Sales may be applied by the Company's Corporation or such a Restricted Subsidiary's 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 extent the transferee of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company Corporation or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Saleelects, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay prepay, repay or purchase (1) Indebtedness of a Restricted Subsidiary, (2) Indebtedness under the Credit Agreement (without requiring a reduction in the committed amount of the Credit Agreement) or (3) other Indebtedness of the Corporation (other than any Senior Debt andSubordinated Obligation), provided that, in the case of any Senior Debt under any revolving credit facilityclause (A)(3), effect such Indebtedness has (i) a permanent reduction in Stated Maturity no later than the availability under such revolving credit facilityStated Maturity of the Securities or the Notes, as applicable, and (ii) an Average Life equal to or shorter than the Average Life of the Securities or the Notes, as applicable; or (B) to make reinvest in Additional Assets (including by means of an investment Investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Additional Assets by a Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted Subsidiary with Net Available Cash received by the foregoing clauses (A) and (BCorporation or another Restricted Subsidiary). On the 271st day after Any Net Available Cash from an Asset Sale that is not applied in accordance with the preceding paragraph within twelve months from the date of the receipt of such Net Available Cash or that is not segregated from the general funds of the Corporation for investment in identified Additional Assets in respect of a project that shall have been commenced prior to the end of such earlier datetwelve month period and shall not have been completed or abandoned shall constitute “Excess Proceeds”; provide, if anyhowever, that the amount of any Net Available Cash that ceases to be so segregated as contemplated above and any Net Available Cash that is segregated in respect of a project that is abandoned or completed shall also constitute “Excess Proceeds” at the time any such Net Available Cash ceases to be so segregated or at the time the relevant project is so abandoned or completed, as applicable; provided further, however, that the Board amount of Directors any Net Available Cash that continues to be segregated for investment and that is not actually reinvested within twenty-four months from the date of the Company or receipt of such Restricted Subsidiary determines not to apply Net Available Cash shall also constitute “Excess Proceeds”. When the Net Cash Proceeds relating to such Asset Sale as set forth in the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Excess Proceeds that is an integral multiple of exceeds US $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in 20 million, the preceding sentence (each, a "Net Proceeds Offer Amount") shall Corporation will be applied by the Company or such Restricted Subsidiary required to make an offer to purchase (the "Net “Prepayment Offer”) the Securities, in an amount equal to the Allocable Excess Proceeds Offer"(as defined below) on at a date purchase price (the "Net Proceeds Offer Payment Date"“Purchase Price”) equal to an amount not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchasedeach such Security, plus accrued and unpaid interest thereon, thereon (if any, ) to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 purchase in accordance with the procedures (including prorating in the event of oversubscription) set forth in this 40 -33- covenantIndenture. The Company If the aggregate principal amount of all Securities surrendered for purchase by Holders thereof exceeds the applicable amount of Allocable Excess Proceeds, then the Trustee shall select the Securities to be purchased pro rata according to principal amount with such adjustments as may defer be deemed appropriate by the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to Corporation so that only Securities in denominations of US $1,000, or in excess of $10.0 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 $10.0 millionintegral multiples thereof, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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 cashpurchased. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all Holders properly of Securities have been given the opportunity to 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.their

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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 senior management or, in the case of an Asset Sale in excess of $5 million, by the Company's Board of Directors) and ); (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsEquivalents and is received at the time of such disposition; provided that the amount of (xa) any liabilities (as shown on the Company's or such Restricted Subsidiary's 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 thereofSecurities) that are assumed by the transferee of any such assets assets, and (yb) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company 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 cash for the purposes of this provision. Upon ; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 360 days of 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 permanent reduction in the availability under such revolving credit facility, (B) to make an investment Investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related related, complementary or ancillary thereto or a reasonable expansion thereof ("Replacement Assets"), or and/or (C) a combination of prepayment and investment permitted by the foregoing clauses (Aiii)(A) and (Biii)(B). On the 271st 361st day after an Asset Sale or such earlier date, if any, as the senior management or Board of Directors Directors, as the case may be, 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 next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 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, each a "Net Proceeds Offer Amount") ------------------------- shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer ------------------ ------------------ Payment Date") not less than 30 nor more than 60 days following the applicable ------------ Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes Securities equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes Securities to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, -------- ------- that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- covenantSection 4.16. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenantSection 4.16, and shall comply with the provisions of this covenant Section 4.16 with respect to deemed net cash proceeds from such deemed salesale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenantSection 4.16. Notwithstanding the first two immediately preceding paragraphsparagraphs of this Section 4.16, 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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.that:

Limitation on Asset Sales. (a) The Company will Corporation shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate an any Asset Sale after the Issue Date unless (i) the Company Corporation or the applicable such 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 a majority of the Company's Board of Directors, including a majority of the independent directors, as evidenced by a Board Resolution, or as determined based upon an opinion letter from an Independent Appraiser (which opinion letter shall identify such Independent Appraiser as such and be dated within 30 days of such Asset Sale)) of the Property subject to such Asset Sale and (ii) at least 75% of the consideration received by paid to the Company Corporation or the such Restricted Subsidiary, as the case may be, from Subsidiary in connection with such Asset Sale shall be is in the form of (w) cash or Cash Equivalents; provided that cash equivalents or notes secured as to payment of principal and interest by a Qualified Letter of Credit, (x) the assumption or repayment of Indebtedness of the Corporation or a Restricted Subsidiary (together, in each case, with a complete and unconditional release of all obligations of the Corporation and its Restricted Subsidiaries in respect of such Indebtedness) or (y) Property (including Capital Stock constituting a majority of the total voting power attached to the then outstanding Voting Capital Stock of any Person the primary business of which is a Related Business or, in connection with an Investment by the Corporation or a Restricted Subsidiary in a joint venture in a Related Business, Capital Stock of the Person formed in connection with such joint venture) to be used by the Corporation and its Restricted Subsidiaries in a Related Business (the amount of consideration in respect of Property to be equal to its fair market value, determined as aforesaid), or (z) any combination of (w), (x) or (y). The Net Available Cash (or any liabilities (as shown on portion thereof) from Asset Sales may be applied by the Company's Corporation or such a Restricted Subsidiary's 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 extent the transferee of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company Corporation or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Saleelects, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay prepay, repay or purchase (1) Indebtedness of a Restricted Subsidiary, (2) Indebtedness under the Credit Agreement (without requiring a reduction in the committed amount of the Credit Agreement) or (3) other Indebtedness of the Corporation (other than any Senior Debt andSubordinated Obligation), provided that, in the case of any Senior Debt under any revolving credit facilityclause (A)(3), effect such Indebtedness has (i) a permanent reduction in Stated Maturity no later than the availability under such revolving credit facilityStated Maturity of the Securities or the Notes, as applicable, and (ii) an Average Life equal to or shorter than the Average Life of the Securities or the Notes, as applicable; or (B) to make reinvest in Additional Assets (including by means of an investment Investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Additional Assets by a Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted Subsidiary with Net Available Cash received by the foregoing clauses (A) and (BCorporation or another Restricted Subsidiary). On the 271st day after Any Net Available Cash from an Asset Sale that is not applied in accordance with the preceding paragraph within twelve months from the date of the receipt of such Net Available Cash or that is not segregated from the general funds of the Corporation for investment in identified Additional Assets in respect of a project that shall have been commenced prior to the end of such earlier datetwelve-month period and shall not have been completed or abandoned shall constitute “Excess Proceeds”; provided, if anyhowever, that the amount of any Net Available Cash that ceases to be so segregated as contemplated above and any Net Available Cash that is segregated in respect of a project that is abandoned or completed shall also constitute “Excess Proceeds” at the time any such Net Available Cash ceases to be so segregated or at the time the relevant project is so abandoned or completed, as applicable; provided further, however, that the Board amount of Directors any Net Available Cash that continues to be segregated for investment and that is not actually reinvested within twenty-four months from the date of the Company or receipt of such Restricted Subsidiary determines not to apply Net Available Cash shall also constitute “Excess Proceeds”. When the Net Cash Proceeds relating to such Asset Sale as set forth in the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Excess Proceeds that is an integral multiple of exceeds US $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in 20 million, the preceding sentence (each, a "Net Proceeds Offer Amount") shall Corporation will be applied by the Company or such Restricted Subsidiary required to make an offer to purchase (the "Net “Prepayment Offer”) the Securities, in an amount equal to the Allocable Excess Proceeds Offer"(as defined below) on at a date purchase price (the "Net Proceeds Offer Payment Date"“Purchase Price”) equal to an amount not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchasedeach such Security, plus accrued and unpaid interest thereon, thereon (if any, ) to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 purchase in accordance with the procedures (including prorating in the event of oversubscription) set forth in this 40 -33- covenantIndenture. The Company If the aggregate principal amount of all Securities surrendered for purchase by Holders thereof exceeds the applicable amount of Allocable Excess Proceeds, then the Trustee shall select the Securities to be purchased pro rata according to principal amount with such adjustments as may defer be deemed appropriate by the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to Corporation so that only Securities in denominations of US $1,000, or in excess of $10.0 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 $10.0 millionintegral multiples thereof, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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 cashpurchased. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all Holders properly of Securities have been given the opportunity to 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.their

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale Sale, unless (i) the consideration received by the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Subsidiary is 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) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form consists of cash or Temporary Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchaseInvestments; provided, however, that if at any time any nonthis clause (ii) shall not apply to long-cash consideration received by term assignments in capacity in a telecommunications network. In the Company or any Restricted Subsidiary of event and to the 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 extent that the Net Cash Proceeds thereof shall be applied in accordance with this 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in connection 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 any Asset Sale permitted the Commission pursuant to be consummated under this paragraph Section 4.17), then the Company shall constitute 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 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 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 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 provisions Company must commence, not later than the fifteenth Business Day 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 Trusteesuch month, and shall comply with consummate an Offer to Purchase from the procedures set forth herein. 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 an aggregate principal amount of Notes equal to the Excess Proceeds on amounts tendered). A Net Proceeds Offer shall remain open for such date, at a period purchase price equal to 49 43 100% of 20 Business Days or such longer period as may be required by lawthe principal amount of the Notes, plus, in each case, accrued interest to the Payment Date.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale (including by operation of or as a result of an LLC Division) unless (i) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (determined by the Company in good faith as of the date the Company enters into a definitive agreement relating to such Asset Sale) of the assets or other property sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors) Asset Sale and (ii) except (x) in the case of a Permitted Asset Swap or (y) if such Asset Sale has a purchase price of less than $100.0 million, at least 75% of the such consideration received by the Company or the Restricted Subsidiary, as the case may be, from for such Asset Sale shall be Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), is in the form of cash or Cash EquivalentsEquivalents or assets used or useful in the business of the Company; provided that for purposes of this Section 4.14 “cash” shall include (A) the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofSubsidiary Guarantee) of the Company or such Restricted Subsidiary (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any in connection with such assets or other property in such Asset Sale (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale), but only to the extent that there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities; (yB) any securities, notes or other obligations or assets received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of such Asset Sale; and (C) shall be deemed any Designated Noncash Consideration having an aggregate fair market value that, when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed the greater of (x) $100.0 million and (y) 25.0% of Consolidated EBITDA of the Company (for the most recent period of four consecutive fiscal quarters at the time of the receipt of such Designated Noncash Consideration), with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to be cash for purposes subsequent changes in value. Notwithstanding clause (ii) of this provision. Upon Section 4.14(a), all or a portion of the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to consideration in connection with any such Asset Sale within 270 days may consist of receipt thereof either (A) to prepay any Senior Debt and, in all or substantially all of the case assets or a majority of the Voting Stock of any Senior Debt under Similar Business (whether existing as a separate entity, subsidiary, division, unit or otherwise); provided that, immediately after giving effect to any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale and related acquisition of assets or in properties Voting Stock, (x) no Default or Event of Default shall have occurred and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) continuing; and (B). On y) the 271st day after an Net Proceeds of any such Asset Sale or such earlier dateSale, 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 are applied in accordance with this 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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 law4.14.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an any Asset Sale Sale, unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale sale or other disposition 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 Fair Market Value thereof; (ii) at least 75not less than 85% of the consideration received by the Company (or the Restricted Subsidiaryits Subsidiaries, as the case may be, from such Asset Sale shall be ) is in the form of cash or Cash Equivalents; provided provided, however, that the amount of (xa) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheetsheet or in the notes thereto) 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 thereofNotes) that are assumed by the transferee of any such assets and with the effect that none of the Company or any of its Subsidiaries will have any obligation with respect to such liabilities following such assumption by the transferee, (yb) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary its Subsidiaries from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash within 90 days following receipt (to the extent of the cash received) and (c) any Marketable Securities received by the Company or its Subsidiaries from such transferee that are converted by the Company or such Subsidiary into cash within 90 days following receipt (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, clause (ii); and (iii) the Net Cash Proceeds relating to received by the Company (or its Subsidiaries, as the case may be) from such Asset Sale are applied in accordance with the following paragraphs of this Section 4.9. The Company may, (i) within 270 60 days following the receipt of receipt thereof either Net Cash Proceeds from any Asset Sale, apply such Net Cash Proceeds to the repayment of Indebtedness of the Company under the Bank Revolving Credit Facility and to cash collateralize letters of credit outstanding thereunder, in each case to the extent required by (A) the terms of the Bank Revolving Credit Facility as in effect on the Issue Date in connection with an Asset Sale not prohibited by the Bank Revolving Credit Facility as in effect on the Issue Date, or (B) the terms of a consent granted by the "Lenders" thereunder to prepay an Asset Sale prohibited by the Bank Revolving Credit Facility as in effect on the Issue Date; provided, that (x) any Senior Debt and, such repayment of Indebtedness shall result in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facilityor other commitment relating thereto in an amount equal to the principal amount so repaid, and (By) at such time as any such letters of credit are no longer required to be cash collateralized, any such cash collateralization shall be (1) utilized to repay Indebtedness under the Bank Revolving Credit Facility which repayment shall result in a permanent reduction in the revolving credit or other commitment relating thereto in an amount equal to the principal amount so repaid or (2) released to the Company and applied as Excess Proceeds in accordance with the following paragraph; or (ii) within 180 days following the receipt of Net Cash Proceeds from any such Asset Sale, apply such Net Cash Proceeds or commit pursuant to a definitive contract to apply such Net Cash Proceeds within 60 days to make an investment in properties and assets a Related Business. Notwithstanding the foregoing, to the extent that replace the properties and assets that were the subject any or all of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 of any Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied pursuant to this covenant 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. The Company agrees to promptly take all reasonable actions required by the applicable local law to permit such repatriation, and once such repatriation of any affected Net Cash Proceeds is permitted under 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 such Asset Sale as set forth in had occurred on the preceding sentence (eachdate of repatriation. If, a "Net Proceeds Offer Trigger Date")upon completion of the applicable period, such aggregate amount any portion of the Net Cash Proceeds that is an integral multiple of $1,000 which any Asset Sale shall not have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company as described in clause (i) or (ii) above (the "Excess Proceeds") and such Restricted Subsidiary to Excess Proceeds, together with any remaining unapplied Excess Proceeds from any prior Asset Sale, exceed $5 million, then the Company will make an offer to purchase repurchase the Notes pursuant to Section 3.9 (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that basis if the amount of available for such repurchase is less than the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the outstanding principal amount of the Notes to be purchased, plus accrued and unpaid interest thereoninterest, if any, to the date of purchaserepurchase) at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase; provided, however, that if at any time any non-cash consideration received by following such a redemption or an offer to repurchase, assuming 100% acceptance, the Company or any Restricted Subsidiary outstanding principal amount of the Company, as Notes would be less than $20 million in 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 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphsaggregate, the Company and its Restricted Subsidiaries will shall be permitted obligated to consummate an Asset Sale without complying with such paragraphs either redeem or offer to repurchase Notes to the extent (i) at least 75that following such a redemption or an offer to repurchase, assuming 100% acceptance, the outstanding principal amount of the Notes would be equal to $20 million or less in the aggregate, and the remaining Excess Proceeds shall be utilized as provided in the following paragraph until such time as the aggregate of all unapplied Excess Proceeds from all Asset Sales is sufficient to redeem or repurchase 100% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by outstanding principal amount of the Notes, at which time 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 two preceding paragraphs. Each Net Proceeds Offer will be mailed obligated to either redeem or offer to repurchase the record Notes as provided above. If the aggregate principal amount of Notes surrendered by Holders as shown on thereof plus accrued and unpaid interest, if any, exceeds the register amount of Holders within 25 days following Excess Proceeds, the Net Proceeds Offer Trigger Date, with a copy Company shall select the Notes to the Trustee, and shall comply with the procedures set forth herein. 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 basis. If the aggregate principal amount of Notes surrendered by Holders thereof in any Asset Sale Offer plus accrued and unpaid interest, if any, is less than the amount of Excess Proceeds, the unused portion of such Excess Proceeds (based on amounts tendered). A Net exclusive of any Excess Proceeds which could not be utilized in such Asset Sale Offer shall remain open for as a period result of 20 Business Days or such longer period as the proviso in the next preceding sentence) may be required used by lawthe Company (i) for general corporate purposes or (ii) subject to Section 4.10, to make distributions to RI for the purpose of repaying or redeeming RI Notes. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset to the greater of zero or the amount of Excess Proceeds whose application would result in the aggregate principal amount of Notes outstanding being greater than zero and less than $20 million. Pending application pursuant to the above paragraphs, including to the extent unapplied Excess Proceeds do not exceed $5 million or application of Excess Proceeds would result in the aggregate principal amount of Notes outstanding being greater than zero and less than $20 million, Net Cash Proceeds shall be either invested in Cash Equivalents or remitted to the applicable lender to pay down any Indebtedness outstanding under the Bank Revolving Credit Facility (which pay down may but need not result in a permanent reduction in the revolving credit or other commitment relating thereto).

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale sale or other disposition at least equal to the fair market value of the assets sold or otherwise disposed of as determined by the good faith judgment of the Board of Directors evidenced by a Board Resolution and (ii) at least 80% 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 270 days after the date of receipt of the Net Cash Proceeds from an Asset Sale, (i) (A) apply an amount equal to such Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or 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), 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 Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Company's Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) at least 75% apply (no later than the end of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from 270-day period referred to above) such Asset Sale shall be in the form of cash or excess Net Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash Proceeds (to the extent of not applied pursuant to clause (i)) as provided in the cash received) shall be deemed to be cash for purposes following paragraphs of this provisionSection 1017. Upon the consummation The amount of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating required to be applied (or to be committed to be applied) during such Asset Sale within 270 days of receipt thereof either (A) 270-day period referred to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 above in the preceding sentence (eachand not applied as so required by the end of such period shall constitute "Excess Proceeds". If, a "Net Proceeds Offer Trigger Date")as of the first day of any calendar month, such the aggregate amount of Net Cash Excess Proceeds that is not theretofore subject to an integral multiple of $1,000 which have not been applied on or before such Net Excess Proceeds Offer Trigger Date (as permitted in the preceding sentence (eachdefined below) totals at least $10 million, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to must, not later than the 30th Business Day thereafter, make an offer to purchase (the an "Net Excess Proceeds Offer") on a date (to purchase from the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that basis an aggregate 81 75 principal amount of the Notes equal to the Net Excess Proceeds Offer Amount on such date, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedNotes, plus plus, in each case, accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by purchase (the Company or any Restricted Subsidiary of the 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"Excess Proceeds Payment"), 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 40 -33- covenant. The Company may defer the Net shall commence an Excess Proceeds Offer until there is an aggregate unutilized Net by mailing a notice to the Trustee and each Holder stating: (i) that the Excess Proceeds Offer Amount equal to or in excess of $10.0 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 $10.0 million, shall be applied as required is being made pursuant to this paragraph). In the event of the transfer of substantially Section 1017 and that all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries Notes validly tendered will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration accepted for such Asset Sale constitutes Replacement Assets and payment on a pro rata basis; (ii) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such Asset Sale notice is for fair market valuemailed) (the "Excess Proceeds Payment Date"); provided (iii) that any consideration Note not constituting Replacement Assets received by tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company or defaults in the payment of the Excess Proceeds Payment, any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject Note accepted for payment pursuant to the provisions of Excess Proceeds Offer shall cease to accrue interest and Liquidated Damages, if any, on and after the two preceding paragraphs. Each Net Excess Proceeds Payment Date; (v) that Holders electing to have a Note purchased pursuant to the Excess Proceeds Offer will be mailed 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 record Holders as shown Paying Agent at the address specified in the notice prior to the close of business on the register Business Day immediately preceding the Excess Proceeds Payment Date; (vi) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of Holders within 25 days following business on the Net third Business Day immediately preceding the Excess Proceeds Offer Trigger Payment Date, with a copy telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the Trustee, and shall comply with the procedures set forth herein. Upon receiving notice unpurchased portion of the Net Proceeds Offer, Holders may elect to tender their Notes surrendered; provided that each Note purchased and each new Note issued shall be in whole or in part in integral multiples a principal amount of $1,000 in exchange or integral multiples thereof. On the Excess Proceeds Payment Date, the Company shall (i) accept 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 payment on a pro rata basis Notes or portions thereof tendered pursuant to the Excess Proceeds Offer; (based on amounts tendered)ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officer's Certificate specifying the Notes or portions thereof accepted for payment by the Company. A Net The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall upon Company Order promptly authenticate and mail to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. To the extent that the aggregate principal amount of Notes tendered is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. The Company shall publicly announce the results of the Excess Proceeds Offer as soon as practicable after the Excess Proceeds Payment Date. For purposes of this Section 1017, the Trustee shall remain open for a period of 20 Business Days or act as the Paying Agent. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such longer period laws and regulations are 82 76 applicable, in the event that such Excess Proceeds are received by the Company under this Section 1017 and the Company is required to repurchase Notes as may be required by lawdescribed above.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an and the Guarantors will not, make any Asset Sale Sale, unless (i) the Company Company, the applicable Subsidiary or the applicable Restricted SubsidiaryGuarantor, 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 Directors or other equivalent governing body of the Company or such Guarantor, as the case may be, as evidenced by a Board Resolution); provided that to the extent the consideration received in connection with an Asset Sale exceeds $2,000,000, such fair market value shall be corroborated by an Independent Financial Advisor, (ii) at least 7580% of the consideration received by the Company Company, such Subsidiary or the Restricted Subsidiarysuch Guarantor, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that Equivalents (except in the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 case of any such assets Asset Sale which constitutes an Asset Swap) and (yiii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon upon the consummation of an Asset Sale, the Company or such Guarantor shall applyeither (A) reinvest or, or in the case of the Company, cause such Restricted its Subsidiary to applyreinvest, the Net Cash Proceeds relating to such of any Asset Sale in Productive Assets within 270 180 days of the receipt thereof either (A) to prepay any Senior Debt andof such Net Cash Proceeds, except in the case of any Senior Debt under any revolving credit facilityan Asset Sale for which a Credit Agreement Reinvestment Notice has been given, effect a permanent reduction as to which the time period to reinvest in the availability under such revolving credit facilityProductive Assets shall be 360 days, (B) to make an investment in properties the extent such Net Cash Proceeds are required by the terms of the Credit Agreement to be applied to repay, and assets that replace permanently reduce the properties and assets that were commitments under, any outstanding Indebtedness under the subject Credit Agreement, apply or cause such Net Cash Proceeds to be applied to the repayment of outstanding Indebtedness under the Credit Agreement within 120 days of the receipt of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets")Net Cash Proceeds, or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st day after an Asset Sale or such earlier date, if any, except as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such an Asset Sale for which a Credit Agreement Reinvestment Notice has been given and not reinvested in Productive Assets within 360 days, as set forth in to which the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), time period shall be within 390 days of the receipt of such aggregate amount of Net Cash Proceeds that is an integral multiple Proceeds); (C) after the occurrence of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on make a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal pursuant to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchaseSection 3.07; provided, however, that if at any time any non-cash consideration received by the Company, any Subsidiary of the Company or any Restricted Subsidiary of the CompanyGuarantor, 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)cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds proceeds thereof shall be applied in accordance with clause (iii) of this 40 -33- covenant. The Section 4.16; provided, further, that the Company may defer the making a Net Proceeds Offer until there is an the aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries will be permitted to consummate an from Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted Sales to be consummated under this paragraph shall constitute 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 herein. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole applied equals or in part in integral multiples of exceeds $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 law2,000,000.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries 110 Subsidiary to, consummate an any Asset Sale Sale, unless (i) the consideration received by the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Subsidiary is 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) at least 7575 % of the consideration received by the Company consists of cash, Temporary Cash Investments or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form assumption of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities Indebtedness that are by their terms is subordinated to the Notes any Series of Securities under this Indentures) or any guarantee thereof) that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by the Company or any such a Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business unconditional release of the Company and its Restricted Subsidiaries as existing from all liability on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchaseIndebtedness assumed; provided, however, that if at any time any nonthis clause (ii) shall not apply to long-cash consideration received by term assignments of capacity in a telecommunications network. In the Company or any Restricted Subsidiary of event and to the 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 extent that the Net Cash Proceeds thereof shall be applied in accordance with this 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the date of this Indenture in connection 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 any Asset Sale permitted the Commission pursuant to be consummated under this paragraph Section 10.18), then the Company shall constitute or shall cause the relevant Restricted Subsidiary to (1) within 12 months after the date Net Cash Proceeds subject 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 provisions nature or type of the two preceding paragraphs. Each property and assets of, or the business of, 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 Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 10.07 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 of Adjusted Net Cash Proceeds Offer will be mailed not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the record Holders as shown nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the register date of Holders within 25 days following such investment (as determined in good faith by the Net Proceeds Offer Trigger DateBoard of Directors, with whose determination shall be conclusive and evidenced by a copy to the Trustee, and shall comply with the procedures set forth herein. 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.Board Resolution) and

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale unless (i) other than the Company sale of all of the Capital Stock or all or substantially all of the applicable Restricted Subsidiary, as the case may be, receives property and assets of Universal for a consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of), 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 (as determined in good faith by the Company's Board of Directors) and (ii) at least 75% of the consideration received consists of cash or 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 (other than the sale of all of the Capital Stock or all or substantially all of the property and assets of Universal for a consideration at least equal to the fair market value of the assets sold or disposed of), occurring on or after the Closing Date in any period of 12 consecutive months, exceed $10 million or 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), then the Company shall or shall cause the relevant Restricted Subsidiary, as Subsidiary to (i) within 12 months after the case may be, from date Net Cash Proceeds so received exceed such Asset Sale shall be in the form amount or 10% of cash or Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary (in each case owing to a Person 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 of any such assets and (y) any securities, notes or other obligations received by the Company or any such of its Restricted Subsidiary from such transferee that are converted within 180 days by the Company Subsidiaries or such Restricted Subsidiary into cash (to the extent of the cash receivedB) shall be deemed to be cash for purposes of this provision. Upon the consummation of invest an Asset Sale, the Company shall applyequal amount, or cause such Restricted Subsidiary the amount not so applied pursuant to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either clause (A) (or enter into a definitive agreement committing to prepay any Senior Debt andso invest within 12 months after the date of such agreement), in the case property or assets (other than current assets) of any Senior Debt under any revolving credit facility, effect a permanent reduction nature or type or that are used in the availability under such revolving credit facility, a business (B) to make an investment or in properties a company having property and assets that replace of a nature or type, or engaged in a business) similar or related to the properties nature or type of the property and assets that were the subject of such Asset Sale of, or in properties and assets that will be used in the business of of, the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination date of prepayment and such investment permitted by the foregoing clauses (A) and (B). On ii) apply (no later than the 271st day after an Asset Sale or such earlier date, if any, as the Board of Directors end of the Company or of 12-month period referred to in clause (i)) such Restricted Subsidiary determines not to apply the excess Net Cash Proceeds relating (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such Asset Sale 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 (eachand not applied as so required by the end of such period shall constitute "Excess Proceeds". If, a "Net Proceeds Offer Trigger Date")as of the first day of any calendar month, such the aggregate amount of Net Cash Excess Proceeds that is not theretofore subject to an integral multiple of Offer to Purchase pursuant to this Section 4.11 totals at least $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each10 million, a "Net Proceeds Offer Amount") shall be applied by the Company or must commence, not later than the fifteenth Business Day of such Restricted Subsidiary month, and consummate an Offer to make an offer to purchase (Purchase from the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that basis an aggregate principal amount of the Notes equal to the Net Excess Proceeds Offer Amount on such date, at a purchase EXHIBIT 4.17 price equal to 100% of the principal amount of the Notes to be purchasedNotes, plus plus, in each case, accrued and unpaid interest thereon, (if any, ) to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 Payment Date, with a copy to the Trustee, and shall comply with the procedures set forth herein. 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.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company or the applicable its 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) the assets sold or otherwise disposed of and (iiy) at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of (xa) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheetsheet or in the notes thereto) 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 thereofSecurities) that are assumed by the transferee of any such assets and without recourse to the Company or any of the Restricted Subsidiaries, (yb) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days 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, (c) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 15% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), and (d) any assets received in exchange for assets related to a Similar Business of comparable market value, in the good faith determination of, the Board of Directors of the Company, shall be deemed to be cash for purposes of this provision. Upon Within 365 days after the consummation Company's or any Restricted Subsidiary's receipt of an the Net Proceeds of any Asset Sale, the Company shall apply, or cause such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option, (i) to applypermanently reduce Obligations under the New Credit Facility (and to correspondingly reduce commitments with respect thereto) or other Senior Indebtedness or Pari Passu Indebtedness (provided that if the Company shall so reduce Obligations under Pari Passu Indebtedness, it will equally and ratably reduce Obligations under the Securities if the Securities are then redeemable or, if the Securities may not be then redeemed, the Net Cash Proceeds relating Issuers shall make an Offer to such Asset Sale within 270 days Purchase to all Holders to purchase at 100% of receipt the principal amount thereof either the amount of Securities that would otherwise be redeemed) or Indebtedness of a Restricted Subsidiary, (Aii) to prepay an investment in any Senior Debt andone or more businesses, capital expenditures or acquisitions of other assets in the case of any Senior Debt under any revolving credit facilityeach case, effect used or useful in a permanent reduction in the availability under such revolving credit facility, Similar Business and/or (Biii) to make an investment in properties and or assets that replace the properties and assets that were are the subject of such Asset Sale or in properties and assets that will be used in Sale. Pending the business final application of any such Net Proceeds, the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st day after an Asset Sale or such earlier dateRestricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, as or otherwise invest such Net Proceeds in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from 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 that are not invested as provided and within the time period set forth in the preceding first sentence of this paragraph (each, a "it being understood that any portion of such Net Proceeds Offer Trigger Dateused to make an offer to purchase Securities, as described in clause (i) above, shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute "), such Excess Proceeds." When the aggregate amount of Net Cash Excess Proceeds exceeds $15.0 million, the Issuers shall make an Offer to Purchase to all Holders of Securities to purchase the maximum principal amount of Securities that is an integral multiple of $1,000 which have not been applied on or before such Net that may be purchased out of the Excess Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make at an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that price in cash in an amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest thereoninterest, if any, to the date fixed for the closing of purchase; providedsuch offer, howeverin accordance with the procedures set forth below. The Issuers will commence an Offer to Purchase with respect to Excess Proceeds within ten Business Days after the date that Excess Proceed exceeds $15.0 million. To the extent that the aggregate amount of Securities tendered pursuant to such an Offer to Purchase is less than the Excess Proceeds, that if at any time any non-cash consideration received by the Company may use any remaining Excess Proceeds for general corporate or partnership purposes. Upon completion of any Restricted Subsidiary such Offer to Purchase, the amount of Excess Proceeds shall be reset at zero. The Issuers will comply with the Company, as requirements of Rule 14e-1 under the case may be, Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with any Asset Sale is converted into or sold or otherwise disposed the repurchase 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 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required Securities pursuant to this paragraph)such an Offer to Purchase. In To the event extent that the provisions of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply any securities laws or regulations conflict with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In additionIndenture, the fair market value of such properties Issuers will comply with the applicable securities laws and assets of the Company or its Restricted Subsidiaries deemed to be sold regulations and shall not be deemed to be Net Cash Proceeds for purposes of have breached their obligations described in this covenantIndenture by virtue thereof. Notwithstanding On or prior to the two immediately preceding paragraphsPurchase Date specified in the Offer to Purchase, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent Issuers shall (i) at least 75% of accept for payment all Securities validly tendered pursuant to the consideration for such Asset Sale constitutes Replacement Assets and Offer, (ii) such Asset Sale deposit with the Paying Agent or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04, money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted and (iii) deliver or cause to be delivered to the Trustee for fair market value; provided that any consideration not constituting Replacement Assets received cancellation all Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof accepted for payment by the Company Issuers. The Paying Agent (or any an Issuer, if so acting) shall promptly mail or deliver to Holders 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 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 DateSecurities so accepted, with a copy to the Trustee, and shall comply with the procedures set forth herein. 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 payment in an amount exceeding equal to the Net Proceeds Purchase Price for such Securities, and the Trustee shall promptly authenticate and mail or deliver to each Holder of Securities a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the 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 lawsoon as practicable after the Purchase Date.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company or the 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 Fair Market Value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets or Properties issued or sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors) and (ii) at least 7585% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's ’s or such Restricted Subsidiary's ’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are Subordinated Indebtedness or otherwise by their terms subordinated to the Notes or any guarantee thereofthe Subsidiary Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash within 180 days of closing such Asset Sale (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon Within 180 days after the consummation receipt of an any Net Cash Proceeds from any Asset Sale, the Company shall apply, may (i) apply all or cause such Restricted Subsidiary to apply, any of the Net Cash Proceeds relating therefrom to such Asset Sale within 270 days of receipt thereof either permanently repay (A) to prepay any Senior Debt and, in the case of revolving borrowings, to correspondingly reduce commitments with respect thereto) Indebtedness under the Senior Credit Facility or other Indebtedness having a Lien on the property that was the subject of such Asset Sale (but only to the extent such Lien was a Permitted Lien), or (ii) invest all or any Senior Debt under any revolving credit facility, effect a permanent reduction in part of the availability under such revolving credit facility, (B) to make an investment Net Cash Proceeds thereof in properties and assets that replace the properties and or other assets that were the subject of such Asset Sale or in other properties and or other assets that will be used in the business of the Company and or its Restricted Subsidiaries as existing on the Issue Date Date. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce borrowings under any revolving credit facility or otherwise invest such Net Cash Proceeds in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted any manner that is not prohibited by the foregoing clauses (A) and (B)this Indenture. On the 271st day after Any Net Cash Proceeds from an Asset Sale that are not applied or such earlier dateinvested as provided in the first sentence of this paragraph will be deemed to constitute “Available Proceeds Amount.” When the aggregate Available Proceeds Amount exceeds $2.0 million, 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Datepurchase, from all Holders on a pro rata basis, that amount of the Notes equal and any then outstanding Pari Passu Indebtedness required to the Net Proceeds Offer Amount at be repurchased or repaid on a price equal to 100% of the permanent basis in connection with an Asset Sale, an aggregate principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- covenant. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount Pari Passu Indebtedness equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net such Available Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied Amount as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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.follows:

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale (including by operation of or as a result of an LLC Division) unless (i) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (determined by the Company in good faith, as of the date the Company enters into a definitive agreement relating to such Asset Sale) of the assets or other property sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors) Asset Sale and (ii) except (x) in the case of a Permitted Asset Swap or (y) if such Asset Sale has a purchase price of less than the greater of $150.0 million and 2.0% of Consolidated Total Assets, at least 75% of the such consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash EquivalentsEquivalents or assets used or useful in the business of the Company; provided that for purposes of this covenant “cash” shall include (A) the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofSubsidiary Guarantee) of the Company or such Restricted Subsidiary (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any in connection with such assets and (y) any securities, notes or other obligations received by property in such Asset Sale (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale), but only to the extent that there is no further recourse to the Company or any of its Subsidiaries with respect to such Restricted Subsidiary from such transferee that are converted within 180 days by liabilities and (B) any Designated Noncash Consideration having an aggregate fair market value that, when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed the Company or such Restricted Subsidiary into cash (to greater of $225.0 million and 3.0% of Consolidated Total Assets at the extent time of the cash receivedreceipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). Notwithstanding clause (ii) shall be deemed to be cash for purposes above, (a) all or a portion of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to consideration in connection with any such Asset Sale within 270 days may consist of receipt thereof either all or substantially all of the assets or a majority of the Voting Stock of an existing television business, franchise or station (Awhether existing as a separate entity, subsidiary, division, unit or otherwise) or any related business used or useful in the Company’s business and (b) the Company may, and may permit its Subsidiaries to, issue shares of Capital Stock in a Qualified Joint Venture to prepay any Senior Debt anda Qualified Joint Venture Partner without regard to clause (ii) above; provided that, in the case of any Senior Debt under of (a) or (b) of this sentence after giving effect to any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale and related acquisition of assets or in properties and assets that will Voting Stock, (x) no Default or Event of Default shall have occurred or be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) continuing; and (B). On y) the 271st day after an Net Proceeds of any such Asset Sale or such earlier dateSale, 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 are applied in accordance with this 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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 law4.14.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale unless (i) the Company or the applicable Restricted such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (determined by the Board of Directors in good faith, which determination shall be evidenced by a board resolution) of the assets or other property sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors) Asset Sale, and (ii) at least 75% of the such consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that for purposes of this covenant "cash" shall include the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofSubsidiary Guarantee) of the Company or such Subsidiary (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by property in such Asset Sale (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Company or any of its Subsidiaries with respect to such Restricted Subsidiary from such transferee that are converted within 180 days by the Company liabilities. Notwithstanding clause (ii) above, (a) all or such Restricted Subsidiary into cash (to the extent a portion of the cash received) shall be deemed to be cash consideration for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to any such Asset Sale within 270 days may consist of receipt thereof either all or substantially all of the assets or a majority of the Voting Stock of an existing television business, franchise or station (Awhether existing as a separate entity, subsidiary, division, unit or otherwise) or any business directly related thereto, (b) Asset Sales involving assets which are not television or publishing businesses, franchises or stations and having an aggregate value (as measured by the value of the consideration being paid for such assets) not in excess of $40,000,000 may be made without regard to prepay any Senior Debt andclause (ii) above, and (c) the Company may, and may permit its Subsidiaries to, issue shares of Capital Stock in a Qualified Joint Venture to a Qualified Joint Venture Partner without regard to clause (ii) above; provided, that, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facilityof (a), (Bb) or (c) of this sentence, after giving effect to make an investment in properties and assets that replace the properties and assets that were the subject of any such Asset Sale and related acquisition of assets or in properties and assets that will Voting Stock, (x) no Default or Event of Default shall have occurred or be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) continuing; and (B). On y) the 271st day after an Net Proceeds of any such Asset Sale or such earlier dateSale, 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 are applied in accordance with this 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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) Directors of the Company or TW Acquisition Corporation), and (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that (A) the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofNotes) that are assumed by the transferee of any such assets and (yB) the fair market value of any securities, notes or other obligations marketable securities received by the Company or any such Restricted Subsidiary from in exchange for any such transferee assets that are promptly converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision; and provided, further, that in no event shall the aggregate fair market value at the time of receipt of consideration received by the Company in a form other than cash or Cash Equivalents exceed 5% of the Company's Consolidated Total Assets. Upon In the consummation event of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 360 days of receipt thereof either (A) to repay or prepay any Senior Debt andindebtedness under the Credit Agreement, in the case of any Senior Debt under any revolving credit facility, and effect a permanent reduction in the availability under such revolving credit facilitythereof, (B) to make an investment either (x) in properties and assets that replace the properties and assets that were the subject of such Asset Sale or (y) in any other properties and or assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses similar or reasonably related thereto or in the capital stock of any entity a majority of whose assets consist of the properties or assets described under (x) or (y) ("Replacement Assets"), or (C) to a combination of prepayment and investment permitted by the foregoing clauses (Aiii)(A) and (Biii)(B). On After 360 days from the 271st day after an Asset Sale or such earlier date, if any, as on which the Board aggregate amount of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale which have not been applied as set forth permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Amount") exceeds $7,500,000 (the "Net Proceeds Offer Trigger Date"), and, to the extent necessary, TW Acquisition Corporation has the ability to provide such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in amounts to the preceding sentence (eachCompany, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount Accreted Value of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if . If at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- covenantSection. The Company may defer To the extent that the aggregate Accreted Value of Notes tendered pursuant to such Net Proceeds Offer is less than the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01may use such deficiency for general corporate purposes. If the aggregate Accreted Value of Notes validly tendered and not withdrawn by Holders thereof exceeds the Net Proceeds Offer Amount, the successor corporation shall Notes to be deemed to have sold the properties and assets purchased will be selected on a pro rata basis. Upon completion of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In additionNet Proceeds Offer, the fair market value amount of such properties and assets of the Company or its Restricted Subsidiaries deemed Net Proceeds Offer Amount will be reset to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenantzero. Notwithstanding the two immediately preceding paragraphsparagraph, 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 7580% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 two preceding paragraphsparagraph. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 not less than 30 days nor more than 45 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth hereinin 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 principal amount at maturity 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 business days or such longer period as may be required by law., and the purchase of such Note shall be consummated within 60 days following the mailing of the Net Proceeds Offer. The notice, which shall govern the terms of the Net Proceeds Offer, shall include such disclosures as are required by law and shall state:

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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 (in each case as determined in good faith by the Company's Board of Directors) and ); (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; Equivalents (provided that (A) the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofNotes) that are assumed by the transferee of any such assets and (yB) the fair market value of any securities, notes or other obligations marketable securities received by the Company or a Restricted Subsidiary in exchange for any such Restricted Subsidiary from such transferee assets that are promptly converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for the purposes of this provision. Upon ) and is received at the time of such disposition; provided that the Company and its Restricted Subsidiaries may make Asset Sales not exceeding $2 million in the aggregate in each year for non-cash consideration; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 360 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, facility effect a permanent reduction in the availability under such revolving credit facility, or to so prepay any Indebtedness of a Wholly Owned Restricted Subsidiary, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing it exists on the Issue Date date of such Asset Sale or in businesses the same, similar or reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (Aiii)(A) and (Biii)(B). On Subject to the 271st last sentence of this paragraph, 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 clause (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 that is an integral multiple of $1,000 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, each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- 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 $10.0 10 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 $10.0 10 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation Person shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed salesale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 two preceding paragraphsSection 4.16. 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 TrusteeTrustee and each Paying Agent, and shall comply with the procedures set forth hereinin 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). 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 such excess Net Proceeds Offer Amount for general corporate purposes or for any other purpose not prohibited by this Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. A Net Proceeds Offer shall remain open for a period of 20 Business Days business days or such longer period as may be required by law. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Swap if (i) at the time of entering into such Asset Swap or immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred or be continuing or would occur as a consequence thereof, (ii) in the event that such Asset Swap involves an aggregate amount in excess of $10 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Company, and (iii) in the event such Asset Swap involves an aggregate amount in excess of $50 million, the Company has received a written opinion from an Independent Financial Advisor that such Asset Swap is fair to the Company or such Restricted Subsidiary, as the case may be, from a financial point of view.

Limitation on Asset Sales. (a) The Company will not, and will not permit consummate any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale is for 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 Fair Market Value, (ii) at least 7580% of the consideration therefrom received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that , (iii) if such Asset Sale involves the amount sale of Capital Stock of WCI it shall be in compliance with the provisions of clause (xb) any liabilities (as shown on the Company's or such Restricted Subsidiary's 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 of any such assets below," and (yiv) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 of such Asset Sale as set forth in (the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Available Amount") shall be applied by the Company or such Restricted Subsidiary within 180 days of receipt thereof to make an offer to purchase (the "Net Proceeds Asset Sale Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on of Securities, up to a pro rata basis, that maximum principal amount (expressed as a multiple of the Notes $1,000) of Securities equal to the Net Proceeds Offer Amount Available Amount, at a purchase price equal to 100% of the principal amount of the Notes to be purchased, thereof plus accrued and unpaid interest thereon, if any, to the date of purchase; providedPROVIDED, howeverHOWEVER, that the Company will not be required to apply, pursuant to this paragraph (a), Net Cash Proceeds received from any Asset Sale if, and only to the extent that, such Net Cash Proceeds are applied in compliance with Section 4.17 within 180 days of such Asset Sale; PROVIDED, FURTHER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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)cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder under this Indenture and the Net Cash Proceeds thereof shall be applied in accordance with this 40 -33- covenant. The Section 4.16; PROVIDED, FURTHER, that the Company may defer the Net Proceeds Asset Sale Offer until there is an aggregate unutilized Net Proceeds Offer Available Amount equal to or in excess of $10.0 5.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Available Amount, and not just the amount in excess of $10.0 5.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (ia) the Company or the 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 Directors of the Company), (iib) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsEquivalents and is received at the time of such disposition; provided provided, however, that this condition shall not apply 71 -62- to a transaction whereby the Company or any Restricted Subsidiary effects an Asset Sale by the exchange of assets or property for Productive Assets or to the sale or other disposition of all or any portion of the Company's East Mill assets located in Antioch, California, provided, further, that the amount of (xA) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes or any guarantee thereofNotes) that are assumed by the transferee of any such assets shall be deemed to be cash for purposes of this provision and (yB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, and (c) the Company shall (i) apply, or cause such Restricted Subsidiary to apply, the such Net Cash Proceeds relating to of such Asset Sale within 270 days of receipt thereof either the consummation of such Asset Sale (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, or (B) to make the extent the holders of Senior Debt tender an investment in properties and assets that replace the properties and assets that were the subject amount of such Asset Sale or in properties and assets that will be used in indebtedness less than the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 available Net Cash Proceeds relating offered to such Asset Sale as set forth in the preceding sentence (eachholders, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger DateNotes, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, thereon to the date of purchasepurchase pursuant to an offer to purchase made by the Company as set forth below (a "Net Proceeds Offer"), or (ii)(A) commit, or cause such Restricted Subsidiary to commit (such commitments to include amounts anticipated to be expended pursuant to the Company's capital investment plan (x) as adopted by the Board of Directors of the Company and (y) evidenced by the filing of an Officers' Certificate with the Trustee stating that the total amount of the Net Cash Proceeds of such Asset Sale is less than the aggregate amount contemplated to be expended pursuant to such capital investment plan within 24 months of the consummation of such Asset Sale) within 270 days of the consummation of such Asset Sale, to apply the Net Cash Proceeds of such Asset Sale to reinvest in Productive Assets and (B) apply, or cause such Restricted Subsidiary to apply, pursuant to such commitment (which includes amounts actually expended under the capital investment plan authorized by the Board of Directors of the Company), such Net Cash Proceeds of such Asset Sale within 24 months of the 72 -63- consummation of such Asset Sale; provided that if any commitment under this clause (ii) is terminated or rescinded after the 225th day after the consummation of such Asset Sale, the Company or such Restricted Subsidiary, as the case may be, shall have 45 days after such termination or rescission to (1) apply such Net Cash Proceeds pursuant to clause (c)(i) above (a "Reapplication Determination") or (2) to commit, or cause such Restricted Subsidiary to commit, to apply the Net Cash Proceeds of such Asset Sale to reinvest in Productive Assets; provided that in any such case, such proceeds must be applied pursuant to clause (c)(i) above or such commitment, as the case may be, no later than 24 months after the consummation of such Asset Sale or (iii) any combination of the foregoing; provided, howeverfurther, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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)cash, 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 40 -33- covenant. The clause (c) above; and provided, further, that the Company may defer the making a Net Proceeds Offer until there is an the aggregate unutilized Net Cash Proceeds Offer Amount equal to or in excess of $10.0 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 $10.0 million, shall to be applied as required pursuant to this paragraph)equals or exceeds $10 million. In Pending the event final application of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from any such deemed sale. In addition, the fair market value of such properties and assets of Net Cash Proceeds the Company or its such Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphsSubsidiary may temporarily reduce Indebtedness under a revolving credit facility, 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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 lawif any.

Limitation on Asset Sales. (a) The Company will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale Sale, unless (i1) the Company consideration received by the Issuer or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Subsidiary is at least equal to the fair market value of the assets sold or otherwise disposed of of, (as determined in good faith by the Company's Board of Directors) and (ii2) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form consists of (a) cash or Temporary Cash Equivalents; Investments, (b) the assumption of unsubordinated Indebtedness of the Issuer or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary (in each case, other than Indebtedness owed to the Issuer or any Affiliate of the Issuer), provided that the amount of (x) any liabilities (as shown on the Company's Issuer, such Subsidiary Guarantor or such other Restricted Subsidiary's most recent balance sheetSubsidiary is irrevocably and unconditionally released from all liability under such Indebtedness, or (c) Replacement Assets, and (3) in the event of a Primary Collateral Asset Sale, the Net Cash Proceeds corresponding to the Primary Collateral sold shall be paid directly to the Collateral Agent for deposit into the Collateral Account which shall become part of the Company or any Restricted Subsidiary (other than contingent liabilities Primary Collateral and liabilities that are by their terms subordinated be subject to the Notes or any guarantee thereof) that are assumed by Primary Collateral Lien in favor of the transferee Holders. For the purposes of any such assets and (y) this provision, any securities, notes or other obligations received by the Company Issuer or any such of its Restricted Subsidiary Subsidiaries from such the transferee that are converted by the Issuer or any of its Restricted Subsidiaries into cash or Temporary Cash Investments within 180 days of their receipt by the Company Issuer or such any of its Restricted Subsidiary into cash (Subsidiaries shall be deemed to be cash, but only to the extent of the cash or Temporary Cash Investments received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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) at least 75% of the consideration received by the Company or the Restricted SubsidiarySubsidiary (excluding liabilities that are not subordinated to the Securities that have been assumed by a transferee of such assets to the extent that the applicable agreement releases or indemnifies the Company or such Restricted Subsidiary from such liabilities), as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsEquivalents and is received at the time of such disposition or securities which are converted into cash or Cash Equivalents within 60 days; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets and (yiii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 365 days of receipt thereof either (A) to prepay any Senior Debt Indebtedness and, in the case of any Senior Debt Indebtedness under any revolving credit facility, including the Bank Facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in or acquire properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used (including acquisitions of other businesses) in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (Aiii)(A) and (Biii)(B). On the 271st 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 Subsidiary, as the case may be, 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 next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 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, each a "Net Proceeds Offer Amount") ), shall be applied by the Company or such Restricted Subsidiary Subsidiary, as the case may be, to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes Securities issued under this --- ---- Indenture equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes Securities to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at -------- ------- any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- covenantSection 5.16. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In ; provided, that in no event will the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net -------- cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. Upon receiving notice of the more than one 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.

Limitation on Asset Sales. (a) The Company will not, [ADD: Intentionally Omitted.] [DELETE: In the event and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, that the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in connection with any period of 12 consecutive months (other than Asset Sale permitted Sales by the Company or any Restricted Subsidiary to be consummated under this paragraph 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 constitute (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 definitive 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, as set forth in clause (A) or (B) 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 the provisions of the two preceding paragraphs. Each Net an Excess Proceeds Offer will be mailed to (as defined below) totals at least $10 million, the record Holders as shown on Company must, not later than the register fifteenth Business Day of Holders within 25 days following the Net Proceeds Offer Trigger Datesuch month, with a copy to the Trustee, and shall comply with the procedures set forth herein. Upon receiving notice of the Net make an offer (an "Excess Proceeds Offer, ") to purchase from the Holders may elect to tender their Notes in whole or in part in integral multiples and the holders 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 other unsubordinated Indebtedness 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 101% of the principal amount of such Securities, plus, in each case, accrued interest (based on amounts tenderedif any) to the date of purchase (the "Excess Proceeds Payment"). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law.Notwithstanding the foregoing:

Limitation on Asset Sales. Holdings shall not, directly or indirectly, and shall not permit any Subsidiary to, directly or indirectly, make any Asset Sale of Collateral unless (a) The Company will notat the time of such Asset Sale, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company Holdings or the applicable Restricted such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of (as determined or in good faith by the Company's Board case of Directorsa lease or similar arrangement, receives an agreement for the payment pursuant to the terms of such lease of rents from time to time at fair value); (b) and the proceeds therefrom (iiin the case of a lease, when paid from time to time) consist of at least 7585% cash and/or Cash Equivalents; (c) no Default or Event of Default shall have occurred and be continuing at the consideration received by time of or after giving effect to such Asset Sale; (d) unless otherwise expressly provided herein, the Company or the Restricted Subsidiary, as the case may be, from Net Cash Proceeds of such Asset Sale shall be applied in connection with the form of cash offer to purchase the Securities described below; and (e) Holdings and its Subsidiaries may engage in an Asset Sale involving Collateral only in accordance with Article Fourteen. On or Cash Equivalents; provided that before the amount of (x) any liabilities (as shown 180th day after the date on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company which Holdings or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to consummates the Notes or any guarantee thereof) that are assumed by the transferee relevant Asset Sale of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset SaleCollateral, the Company shall apply, or cause such Restricted Subsidiary to apply, use all of the Net Cash Proceeds relating to from such Asset Sale within 270 days of receipt thereof to make either (Ai) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Asset Sale Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on holders of Securities up to a pro rata basis, that maximum principal amount (expressed as a multiple of the Notes $1,000) of Securities equal to the Net Cash Proceeds Offer Amount at a purchase price equal to 100% of the principal amount of the Notes to be purchased, thereof plus accrued and unpaid interest thereon, if any, to the date of purchase; or (ii) a Permitted Related Investment, upon consummation of which the Trustee shall have received a first priority fully perfected security interest in the property on assets acquired by Holdings or any of its Subsidiaries in connection therewith; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with shall not be required to make 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 Offer if the Net Cash Proceeds thereof shall be applied in accordance with this 40 -33- 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 $10.0 million resulting from one or more all Asset Sales (at which timeand Events of Loss that are not used to make a Permitted Related Investment within 180 days or 365 days, the entire unutilized Net Proceeds Offer Amountrespectively, and do not just the amount in excess of exceed $10.0 5 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries will be permitted to consummate an Each Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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 at least 20 business days. To the extent the Asset Sale Offer is not fully subscribed to by the holders of the Securities, Holdings or the relevant Subsidiary may retain such unutilized portion of the Net Cash Proceeds. If the Asset Sale Offer is more than fully subscribed to by the Holders of the Securities, the particular Securities to be accepted shall be selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection of portions of the principal of Securities; provided, however, that no such partial acceptance shall reduce the portion of the principal amount of a Security not redeemed to less than, $1,000; and provided further that so long as the Securities are listed on any national securities exchange (as such term is defined in the Exchange Act), such selection shall be made by the Trustee in accordance with the provisions of such exchange. Holdings or such Subsidiary, as the case may be, shall cause such Net Cash Proceeds derived from the sale of Collateral to be deposited in the Collateral Account on the business day on which such Net Cash Proceeds are received by Holdings or such Subsidiary. Collateral Proceeds (including any earnings thereon) may be released from the Collateral Account only in accordance with Section 1404. Notwithstanding the above, the Company shall not engage, directly or indirectly, in any Asset Sale. SECTION 1018 Application of Net Cash Proceeds in Event of Loss. In the event that Holdings or any Subsidiary suffers any Event of Loss to any Collateral, on or before the 365th day after the date that Holdings or such Subsidiary receives any Net Cash Proceeds from such Event of Loss to Collateral, the Company shall use all of the Net Cash Proceeds from such Event of Loss to make either (i) an offer to purchase (the "Event of Loss Offer") from all holders of Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Net Cash Proceeds at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase; or (ii) a Permitted Related Investment, upon consummation of which the Trustee shall have received a first priority fully perfected security interest in the property on assets acquired by Holdings or any of its Subsidiaries in connection therewith; provided, that the Company shall not be required to make any Event of Loss Offer if the Net Cash Proceeds of all Events of Loss and Asset Sales that are not used to make a Permitted Related Investment within 365 days or 180 days, respectively, do not exceed $5 million. Each Event of Loss Offer shall remain open for a period of at least 20 Business Days Days. To the extent the Event of Loss Offer is not fully subscribed to by the holders of the Securities, Holdings or the relevant Subsidiary may retain such unutilized portion of the Net Cash Proceeds. If the Event of Loss Offer is more than fully subscribed to by the Holders of the Securities, the particular Securities to be accepted shall be selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection of portions of the principal of Securities; provided, however, that no such partial acceptance shall reduce the portion of the principal amount of a Security not redeemed to less than $1,000; and provided further that so long as the Securities are listed on any national securities exchange (as such term is defined in the Exchange Act), such selection shall be made by the Trustee in accordance with the provisions of such exchange. Holdings or such longer period Subsidiary, as the case may be, shall cause such Net Cash Proceeds derived from the loss of Collateral to be deposited in the Collateral Account on the Business Day on which such Net Cash Proceeds are received by Holdings or such Subsidiary. Collateral Proceeds (including any earnings thereon) may be required by lawreleased from the Collateral Account only in accordance with Section 1404.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless (i) the Company or the applicable such Restricted Subsidiary, as the case may be, Subsidiary 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 DirectorsDirectors as evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) and of the assets subject to such Asset Sale, (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from for such Asset Sale shall be is in the form of cash cash, Cash Equivalents or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofGuarantee) that are assumed by the transferee of any such assets and (y) any securitiesprovided, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (there is no further recourse to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"with respect to such liabilities), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On iii) within 12 months of such Asset Sale, the 271st day after an Asset Sale or such earlier date, if any, as Net Proceeds thereof are (a) invested in assets related to the Board of Directors business of the Company or of such its Restricted Subsidiary determines Subsidiaries, (b) to the extent not to apply the Net Cash Proceeds relating to such Asset Sale used as set forth provided in the preceding sentence clause (each, a "Net Proceeds Offer Trigger Date"a), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger DateOriginal Notes, from all Holders on a pro rata basisif any are then outstanding, that amount pursuant to Section 4.10 of the Notes equal to the Net Proceeds Offer Amount Original Indenture, at a price equal to 100% of the principal amount of the Notes to be purchasedOriginal Notes, plus accrued and unpaid interest thereoninterest, if any, to the date of purchasepurchase or (c) to the extent not used as provided in clauses (a) or (b), applied to make an offer to purchase Notes as described below (an "Excess Proceeds Offer"); provided, however, that if at the amount of Net Proceeds from any time Asset Sale not used pursuant to clause (a) 47 49 and (b) above is less than $5.0 million, the Company shall not be required to make an offer pursuant to clause (c). Pending the final application of any non-cash consideration received by such Net Proceeds, the Company or any Restricted Subsidiary may temporarily reduce Indebtedness under the Revolving Credit Facility or the German Subsidiary Facilities, or temporarily invest such Net Proceeds in Cash Equivalents. The amount of Net Proceeds not used as set forth in the preceding clause (a) and (b) constitutes "Excess Proceeds." If the Company elects, or becomes obligated to make an Excess Proceeds Offer, the Company shall offer to purchase Notes having an aggregate principal amount equal to the Excess Proceeds (the "Purchase Amount"), at a purchase price equal to 100% of the Companyaggregate principal amount thereof, as plus accrued and unpaid interest, if any, to 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 40 -33- covenantpurchase date. The Company may defer the Net must commence such Excess Proceeds Offer until there is an not later than 30 days after the expiration of the 12-month period following the Asset Sale that produced Excess Proceeds. If the aggregate unutilized Net purchase price for the Notes tendered pursuant to the Excess Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, is less than the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphsExcess Proceeds, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to may use the extent (i) at least 75% portion of the consideration Excess Proceeds remaining after payment of such purchase price for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 two preceding paragraphsgeneral corporate purposes. 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 herein. 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 Excess Proceeds Offer shall remain open for a period of 20 Business Days or such and no longer, unless a longer period is required by law (the "Excess Proceeds Offer Period"). Promptly after the termination of the Excess Proceeds Offer Period (the "Excess Proceeds Payment Date"), the Company shall purchase and mail or deliver payment for the Purchase Amount for the Notes or portions thereof tendered, pro rata or by such other method as may be required by law., or, if less than the Purchase Amount has been tendered, all Notes tendered pursuant to the Excess Proceeds Offer. The principal amount of Notes to be purchased pursuant to an Excess Proceeds Offer may be reduced by the principal amount of Notes acquired by the Company through purchase or redemption (other than pursuant to a Change of Control Offer) subsequent to the date of the Asset Sale and surrendered to the Trustee for cancellation. Each Excess Proceeds Offer shall be conducted in compliance with all applicable laws, including without limitation, Regulation 14E of the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have 48 50 breached its obligations under this Section 4.10 by virtue thereof. The Company shall not, and shall not permit any of its Subsidiaries to, create or suffer to exist or become effective any restriction that would impair the ability of the Company to make an Excess Proceeds Offer upon an Asset Sale or, if such Excess Proceeds Offer is made, to pay for the Notes tendered for purchase. The Company shall, no later than 30 days following the expiration of the 12-month period following the Asset Sale that produced Excess Proceeds, commence the Excess Proceeds Offer by mailing to the Trustee and each Holder, at such Holder's last registered address, a notice, which shall govern the terms of the Excess Proceeds Offer, and shall state:

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash cash, Cash Equivalents or Foreign Cash Equivalents; Equivalents (provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofNotes) that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon ) and is received at the consummation time of such disposition; and (iii) upon the con- summation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 365 days of receipt thereof either (A) to prepay any Senior Debt, Guarantor Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any Senior Debt such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to either (x) make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), ) or (y) the acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries; provided that Net -------- Cash Proceeds in excess of $30 million in the aggregate since the Issue Date from Asset Sales involving assets of the Company or a Guarantor (other than the Capital Stock of a Foreign Subsidiary) shall only be reinvested in (x) assets which will be owned by the Company or a Guarantor and not constituting an Investment or (y) the capital stock of a Person that becomes a Guarantor or (C) a combination of prepayment prepayment, repurchase and investment permitted by the foregoing clauses (Aiii)(A), (iii)(B) and (Biii)(C). On the 271st 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) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 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, each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase with the proceeds of sales of assets, on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, -------- however, that if at any time any non-cash consideration received by the ------- Company or any Restricted Subsidiary of the 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 40 -33- covenantSection 4.15. The Company may defer the shall not be required to make a Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 30 million resulting from one or more Asset Sales (Sales, at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph), provided, however, that the -------- ------- first $30 million of Net Proceeds Offer Amount need not be applied as required pursuant to this paragraph. In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.015.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenantSection 4.15, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed salesale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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 lawSection 4.15.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsQualified Proceeds; provided that the amount of (x) any liabilities of the Company or any Restricted Subsidiary of the Company (as shown on the Company's or on such Restricted Subsidiary's 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 thereofSecurities or, in the case of a Restricted Subsidiary, its Guarantee) that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days after receipt, shall be deemed to be cash for the purposes of this provision. Upon clause (ii); provided, further, however, that (A) this clause (ii) shall not apply to any sale of Capital Stock of or other 41 42 Investments in Unrestricted Subsidiaries or (B) any Sale and Leaseback Transaction and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 360 days of receipt thereof either (A) to prepay any Senior Debt Indebtedness or Guarantor Senior Indebtedness or Indebtedness of a Restricted Subsidiary that is not a Guarantor (and, in the case of any Senior Debt Indebtedness or Guarantor Senior Indebtedness or Indebtedness of a Restricted Subsidiary that is not a Guarantor under any revolving credit facility, including the New Credit Facility, effect a permanent reduction in the availability under such revolving credit facility) or effect a permanent reduction in the availability under any revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment shall be required), (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be are used or usable in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related or complementary thereto ("Replacement Assets"), it being understood that (i) the receipt of Qualified Proceeds (other than cash or Cash Equivalents) and (ii) the payment of expenses related to the relocation to the Moorpark Facility (including, without limitation, reimbursement to the Company of expenses incurred prior to the Issue Date) are deemed to be a valid application of such Qualified Proceeds pursuant to this clause (iii)(B), or (C) a combination of prepayment and investment permitted by the foregoing clauses (Aiii)(A) and (Biii)(B). On the 271st 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 immediately preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 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 immediately preceding sentence (each, each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 20 Business Days nor more than 60 days 30 Business Days following the applicable date that notice of the Net Proceeds Offer Trigger Dateis mailed to the Holders, from all Holders Holders, together with holders of other Indebtedness that is not by its terms subordinated to the Securities (the "Other Asset Sale Indebtedness") of the Company or any Restricted Subsidiary to whom an offer of Net Cash Proceeds relating to such Asset Sale must be made pursuant to the terms of the instruments governing such Other Asset Sale Indebtedness on a pro rata basis, that amount of the Notes Securities and such Other Asset Sale Indebtedness equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes Securities or such Other Asset Sale Indebtedness (as the case may be) to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 or dividends 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 40 -33- covenantSection 4.05. The Notwithstanding the foregoing, the Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million 10,000,000 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 $10.0 million10,000,000, shall be applied as required pursuant to this paragraph). In the event Upon completion of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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.a

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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 , whose determination shall be conclusive); (ii) in the case of any Asset Sale (or series of Asset Sales) having a fair market value (as determined in good faith by the Company's Board of Directors, whose determination shall be conclusive) of $25.0 million or more, at least 75% of the consideration received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsEquivalents and is received at the time of such disposition; provided that the amount of (xA) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheetsheet or in the notes thereto) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofSecurities) that are assumed by the transferee of any such assets and from which the Company and its Restricted Subsidiaries are unconditionally released, (yB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary within 180 days of such receipt into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), (C) any assumption of Indebtedness of the Company or any Restricted Subsidiary of the Company and the release of the Company or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Sale, (D) any Indebtedness of any Restricted Subsidiary of the Company that is no longer a Restricted Subsidiary of the Company as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary of the Company are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale, and (E) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries from such transferee having an aggregate fair market value (as determined in good faith by the Company's Board of Directors, whose determination shall be conclusive), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (E) then outstanding, not to exceed the greater of $50.0 million and 2.5% of Consolidated Total Assets at the time of receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) shall be deemed to be cash for purposes of this provision. Upon ; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 365 days of receipt thereof either (A) to prepay any Senior Debt Indebtedness and, in the case of any Senior Debt Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment reinvest in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Productive Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (Aiii)(A) and (Biii)(B). On the 271st 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) and (iii)(C) of the immediately preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 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 immediately preceding sentence (each, each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase for cash (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, basis at least that amount of the Notes Securities equal to the Net Proceeds Note Offer Amount at a price in cash equal to 100% of the principal amount of the Notes Securities to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- covenantSection 4.6. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal Any offer to or in excess of $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant purchase with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold Other Debt shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphs, the Company made 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries in connection consummated concurrently with any Asset Sale permitted to be consummated under this paragraph shall constitute 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 herein. 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.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company or the 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 Fair Market Value of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors) and of; (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; Equivalents or Replacement Assets and is received at the time of such disposition, provided that the amount of (xa) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes or any guarantee thereofNotes) that are assumed by the transferee of any such assets assets, and (yb) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) ), shall be deemed to be cash for the purposes of this provision. Upon ; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in (x) repay and permanently reduce the availability of credit under such revolving credit facilitythe Global Bank Facility or (y) repay and elect to reduce the amount of outstanding Indebtedness permitted to be incurred pursuant to clauses (x) and/or (xv) of the definition of Permitted Indebt- edness, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the same or a similar line of business of as the Company and its or the Restricted Subsidiaries Subsidiary, as the case may be, as existing on the Issue Date date of this Indenture or in businesses reasonably related thereto ("Replacement Assets"); provided that the Net Cash Proceeds from an Asset Sale relating to the Company's tobacco business are used to make an investment in Replacement Assets relating to the tobacco business; provided further that the Net Cash Proceeds of an Asset Sale relating to assets owned directly by the Issuer or a Guarantor are used to make an investment in Replacement Assets owned directly by the Issuer or a Guarantor, (C) to permanently reduce any outstanding Indebtedness of such Restricted Subsidiary (and to correspondingly reduce the commitments, if any, with respect thereto), or (CD) a combination of prepayment and investment permitted by the foregoing clauses (Aiii)(A), (iii)(B) and (Biii)(C). On the 271st 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), (iii)(C) and (iii)(D) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B), (iii)(C) and (iii)(D) 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 purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, provided that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 dissolution shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this 40 -33- covenant. The Company or such Restricted Subsidiary, as the case may be, may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 10 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 $10.0 million, 10 million shall be applied as required pursuant to this paragraph). In Notwithstanding the event of foregoing, the transfer of substantially all restriction contained in clause (but not allii) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation preceding paragraph shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 75apply if more than 49% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by Capital Stock or more than 49% of the Company or any consolidated assets of its Restricted Subsidiaries Standard Wool are sold in a single transaction in compliance with all of the terms of this Indenture. In connection with any Asset Sale permitted each Net Proceeds Offer, the Issuer shall send, by first class mail, a notice to be consummated under this paragraph shall constitute Net Cash Proceeds subject each Holder, with a copy to the provisions Trustee, notice of the two preceding paragraphs. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders such, within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth hereinin 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 shall 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 business days or such longer period Period as may be required by law. Notwithstanding the foregoing, all of the outstanding Capital Stock of the Issuer shall at all times be owned by the Company free and clear of all Liens other than the Liens held by the Trustee for the benefit of the Holders of the Notes. The Company and any such Restricted Subsidiaries will comply with the requirements of Rule 14e-1 under the Exchange Act and the regulations thereunder and any other securities laws to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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 or equity interests sold or otherwise disposed of (as determined in good faith by the Company's ’s Board of Directors) and ), (ii) at least 75% of the consideration received for the assets sold by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsEquivalents and is received at the time of such disposition; provided provided, however, that (A) notes received by the amount Company as consideration for an Asset Sale that are converted into cash or Cash Equivalents immediately following the consummation of such Asset Sale, (xB) any the assumption by the purchaser of assets pursuant to an Asset Sale of liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated subordinate to the Notes Securities) or any guarantee thereof(C) that are assumed by shall, in each case of the transferee of any such assets immediately preceding clauses (A) and (y) any securitiesB), notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes or Cash Equivalents at the time of this provision. Upon such Asset Sale in an amount equal to, in the case of clause (A), the amount of cash or Cash Equivalents realized on such conversion and, in the case of clause (B), the amount of the liabilities so assumed, as reflected on the balance sheet of the Company, and (iii) following the consummation of an Asset Sale, the Company shall applyshall, or shall cause such Restricted Subsidiary to applySubsidiary, the Net Cash Proceeds relating to such Asset Sale within 270 365 days of receipt thereof either (A) to apply the Net Cash Proceeds related to such Asset Sale to prepay any Senior Debt and, in Indebtedness that by its terms is not subordinate to the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facilitySecurities, (B) to make a Permitted Investment or an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto a Related Business ("collectively, “Replacement Assets"), ”) or (C) a combination of prepayment and investment permitted by the foregoing clauses (Aiii)(A) and (Biii)(B). On the 271st 365th day after an Asset Sale 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 next preceding sentence (each, a "“Net Proceeds Offer Trigger Date"”), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such the applicable Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (or, in the case of a Net Proceeds Offer Trigger Date occurring prior to such 365th day, the aggregate amount of Net Cash Proceeds that the Board of Directors has determined not to so apply) (each, a "“Net Proceeds Offer Amount"”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "“Net Proceeds Offer"”) on a date (the "“Net Proceeds Offer Payment Date"”) not less than 30 nor more than 60 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basisbasis (and on a pro rata basis with the holders of Indebtedness of the Company that is not by its terms subordinate to the Securities), that amount of the Notes Securities equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes Securities to be purchased, plus accrued and unpaid interest and Additional Interest, if any, thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- covenantSection 4.17. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 5.0 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 $10.0 5.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenantSection 4.17, and shall comply with the provisions of this covenant Section 4.17 with respect to deemed net cash proceeds from such deemed salesale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenantSection 4.17. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 two preceding paragraphs. Each Notice of each Net Proceeds Offer will pursuant to this Section 4.17 shall be mailed or caused to be mailed, by first class mail, by the record Holders as shown on the register of Holders Company within 25 days following the applicable Net Proceeds Offer Trigger DateDate to all Holders at their last registered addresses, with a copy to the Trustee, . The notice shall contain all instructions and shall comply with the procedures set forth herein. Upon receiving notice of the Net Proceeds Offer, materials necessary to enable such 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 Securities pursuant to 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 and shall remain open for a period of 20 Business Days or such longer period as may be required by law.state the following terms:

Limitation on Asset Sales. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an effect or permit any Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale is effected 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 Directors of the Issuer), (ii) at least 7580% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from proceeds of such Asset Sale shall be in the form consists of (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 that the amount of (xa) any liabilities (as shown on the CompanyIssuer's or such Restricted Subsidiary's most recent balance sheet) of the Company Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofNotes) that are assumed by the transferee of any such assets and (yb) any securities, notes or other obligations received by the Company Issuer or any such Restricted Subsidiary from such a transferee that is assigned an Investment Grade Rating that are converted within 180 days by the Company 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 cash for the purposes of this provision. Upon clause (ii), and (iii) in the consummation of an Asset Sale, event and to the Company shall apply, or cause such Restricted Subsidiary to apply, extent that the Net Cash Proceeds relating 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 such Asset Sale (x) within 270 360 days of receipt thereof either after the date Net Cash Proceeds so received exceed $10 million in any one fiscal year (A) apply an amount equal to prepay such excess Net Cash Proceeds to permanently repay Indebtedness of the Issuer or of any Senior Debt andRestricted Subsidiary, in each case owing to a Person other than the case Issuer or any of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, its Restricted Subsidiaries or (B) to make an investment in properties and assets that replace at any time after the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company Issuer and its Restricted Subsidiaries as 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 agreement), in property or 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 Issuer and its Restricted Subsidiaries existing on the Issue Date or date of such investment (as determined in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted good faith by the foregoing clauses (ABoard of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (B). On the 271st day after an Asset Sale or y) apply such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the excess Net Cash Proceeds relating (to the extent not applied pursuant to clause (x) above) as provided in the following four paragraphs. The amount of such Asset Sale excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 360-day period as set forth in clause (x) of the 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 (eachii) above and any foreclosures on assets of the Issuer or any Restricted Subsidiary need not comply with clauses (i) or (ii) above. If, a "Net Proceeds Offer Trigger Date")as of the first day of any calendar month, such the aggregate amount of Net Cash Excess Proceeds that is not theretofore subject to an integral multiple of $1,000 which have not been applied on or before such Net Excess Proceeds Offer Trigger Date (as permitted in defined below) totals at least $10 million, the preceding sentence (eachIssuer must, a "Net Proceeds Offer Amount") shall be applied by not later than the Company or fifteenth Business Day of such Restricted Subsidiary to month, make an offer to purchase (the an "Net Excess Proceeds Offer") on a date (to purchase from the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders holders on a pro rata basis, that basis an aggregate principal amount of the Notes equal to the Net Excess Proceeds Offer Amount on such date, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedNotes, plus plus, in each case, accrued and unpaid interest thereon, (if any, ) to the date of purchase; provided, however, that if at any time any non-cash consideration received by purchase (the Company or any Restricted Subsidiary of the 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"Excess Proceeds Payment"), 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 40 -33- covenant. The Company may defer the Net Issuer shall commence an Excess Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to by mailing a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 notice to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets Trustee and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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.each holder stating:

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate make an Asset Sale 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 the applicable a Restricted Subsidiary, as the case may be, receives consideration at the time ) for such disposition consists of such Asset Sale at least equal to 70% cash; provided, -------- however, that for purposes of this provision (i), the fair market value amount of the assets sold or otherwise disposed of (as determined in good faith any liabilities ------- assumed by the Company's Board of Directors) transferee and (ii) at least 75% of the consideration any Notes or other Obligations received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any a Restricted Subsidiary (other than contingent liabilities and liabilities that which are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) 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 for purposes or cash equivalents), (B) repayment, redemptions or repurchases of Senior Indebtedness of the Company (or, if any Restricted Subsidiary guarantees payment of the Notes pursuant to Section 6.11 hereof, Indebtedness of such Restricted Subsidiary senior to such guarantee) or of Indebtedness of the Company which is pari passu ---- ----- with the Notes (or, if any Restricted Subsidiary guarantees payment of the Notes pursuant to Section 6.11 hereof, Indebtedness of such Restricted Subsidiary which ranks equally with such guarantee), 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 provision. Upon the consummation of an Asset SaleSection 6.05, the Company shall apply, or cause such Restricted Subsidiary deliver to apply, the Net Cash Proceeds relating to such Trustee an Officers' Certificate specifying the Asset Sale within 270 days Offer Amount (as defined below) and the proposed date of receipt thereof either purchase of the Notes by the Company (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such "Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Purchase Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not . Not less than 30 days nor more than 60 days following prior to the applicable Net Proceeds Offer Trigger Asset Sale Purchase Date, from all Holders on a pro rata basis, that amount 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 the Notes equal to the Net Proceeds Offer Amount at a Notes. The redemption price equal to 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 purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received shall be mailed by the Company or any Restricted Subsidiary the Trustee to the Holders of the Company, as the case may be, in connection with any Notes at their last registered address. The 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 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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 from the time of 20 Business Days or mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such longer period as may be required by law.Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state:

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale sale or other disposition at least equal to the fair market value of the assets sold or otherwise disposed of as determined by the good-faith judgment of the Board of Directors evidenced by a Board Resolution and (ii) at least 85% 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 270 days after the date of receipt of the Net Cash Proceeds from an Asset Sale (A), (i) apply an amount equal to such Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or 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) 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 Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Company's Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) at least 75% apply (no later than the end of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from 270-day period referred to above) such Asset Sale shall be in the form of cash or excess Net Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash Proceeds (to the extent of not applied pursuant to clause (i)) as provided in the cash received) shall be deemed to be cash for purposes following paragraphs of this provisionSection 1017. Upon the consummation The amount of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating required to be applied (or to be committed to be applied) during such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 270-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 period as set forth in clause (i) of the preceding sentence (eachand not applied as so required by the end of such period shall constitute "Excess Proceeds." If, a "Net Proceeds Offer Trigger Date")as of the first day of any calendar month, such the aggregate amount of Net Cash Excess Proceeds that is not theretofore subject to an integral multiple of $1,000 which have not been applied on or before such Net Excess Proceeds Offer Trigger Date (as permitted in the preceding sentence (eachdefined below) totals at least $10.0 million, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to must, not later than the thirtieth Business Day thereafter, make an offer to purchase (the an "Net Excess Proceeds Offer") on a date (to purchase from the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders holders on a pro rata basis, that basis an aggregate principal amount of the Notes equal to the Net Excess Proceeds Offer Amount on such date, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedNotes, plus plus, in each case, accrued and unpaid interest thereon, if any, to the date of purchasepurchase (the "Excess Proceeds Payment"). The Company shall commence an Excess Proceeds Offer by mailing a notice to the Trustee and each holder stating: (i) that the Excess Proceeds Offer is being made pursuant to this Section 1017 and that all Notes validly tendered will be accepted for payment on a pro rata basis; provided(ii) the purchase price and the 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"); (iii) that any Note not tendered will continue to accrue interest pursuant to its terms; (iv) that, howeverunless the Company defaults in the payment of the Excess Proceeds Payment, any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Excess Proceeds Payment Date; (v) that holders electing to have a Note purchased pursuant to 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 prior to the close of business on the Business Day immediately preceding the Excess Proceeds Payment Date; (vi) that holders will be entitled to withdraw their election if at the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Excess Proceeds Payment Date, a telegram, facsimile transmission or letter setting forth the name of such holder, the principal amount of Notes delivered for purchase and a statement that such holder is withdrawing his election to have such Notes purchased; and (vii) that holders whose Notes 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 Excess Proceeds Payment Date, the Company shall (i) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to the Excess Proceeds Offer; (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers' Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail to the holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall upon Company Order promptly authenticate and mail to such holders a new Note equal in principal amount to any time unpurchased portion of the Note surrendered; provided that each Note -------- purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. The Company will publicly announce the results of the Excess Proceeds Offer as soon as practicable after the Excess Proceeds Payment Date. For purposes of this Section 1017, the Trustee shall act as the Paying Agent. The Company will comply with Rule 14e-1 under the Exchange Act and any non-cash consideration 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 or under this Section 1017 and the Company is required to repurchase Notes as described above. SECTION 1018. Limitation on Issuances of Guarantees of Indebtedness ----------------------------------------------------- by Restricted Subsidiaries. -------------------------- The Company will not permit any Restricted Subsidiary Subsidiary, directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of the 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 Indebtedness under Credit Facilities incurred under clauses (i) and (ix) in paragraph (b) of Section 1011, unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee of the Notes on terms substantially similar to the guarantee of such Indebtedness, except that if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such assumption, Guarantee or other liability of such Restricted Subsidiary with respect to any such non-cash consideration), then such conversion or disposition Indebtedness shall be deemed subordinated in right of payment to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this 40 -33- covenant. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess such Restricted Subsidiary's assumption, Guarantee of $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant other liability with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Notes substantially to the same extent (i) at least 75% of as such Indebtedness is subordinated to the consideration for such Asset Sale constitutes Replacement Assets Notes and (ii) such Asset Sale is for fair market value; provided that Restricted Subsidiary waives, and will not in any consideration not constituting Replacement Assets received by manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee. Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiaries in connection with Subsidiary may provide by its terms that it will be automatically and unconditionally released and discharged upon (i) any Asset Sale permitted sale, exchange or transfer, to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions any Person not an Affiliate of the two preceding paragraphs. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register Company, 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 herein. Upon receiving notice all of the Net Proceeds OfferCompany's and each Restricted Subsidiary's Capital Stock in, Holders may elect to tender their Notes or all or substantially all of the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the Indenture) or (ii) the release or discharge of the guarantee which resulted in whole the creation of such Guarantee, except a discharge or in part in integral multiples release by or as a result 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 payment under such longer period as may be required by lawguarantee.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate an directly or indirectly, make any Asset Sale Sale, unless (ix) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors) and (iiy) at least 7585% of the such consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form consists of (i) cash or Cash Equivalents; provided that , (ii) Replacement Assets or (iii) any combination of the foregoing. The amount of any Indebtedness (x) other than any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheetSubordinated Indebtedness) 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 is actually assumed by the transferee of any in such assets Asset Sale and (y) any securities, notes or other obligations received by from which the Company or any such and the Restricted Subsidiary from such transferee that Subsidiaries are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) fully released shall be deemed to be cash for purposes of this provisiondetermining the percentage of cash consideration received by the Company or such Restricted Subsidiary. Any Net Cash Proceeds from any Asset Sale that are not (x) invested in Replacement Assets or (y) used to reduce Indebtedness under Credit Facilities (with a permanent concomitant reduction of commitments thereunder) within 270 days of the consummation of such Asset Sale shall constitute "Excess Proceeds" subject to disposition as provided below. Within 30 days after the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Company shall make an Offer to Purchase, from all Holders, that aggregate principal amount of Notes as can be purchased with the Note Portion of Excess Proceeds at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to any purchase date. To the extent that the aggregate amount of principal and accrued interest of Notes validly tendered and not withdrawn pursuant to an Offer to Purchase is less than the Excess Proceeds, the Company may use such surplus for general corporate purposes. If the aggregate amount of principal and accrued interest of Notes validly tendered and not withdrawn by Holders thereof exceeds the amount of Notes that can be purchased with the Note Portion of Excess Proceeds, Notes to be purchased will be selected pro rata based on the aggregate principal amount of Notes tendered by each Holder. Upon completion of an Offer to Purchase, the amount of Excess Proceeds with respect to the applicable Asset Sale shall be reset to zero. In the event that any other Indebtedness of the Company that ranks pari passu with the Notes (the "Other Debt") requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 may apply the Net Cash Excess Proceeds relating otherwise required to such Asset Sale as set forth in the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an Offer to Purchase to offer to purchase (such Other Debt and to an Offer to Purchase so long as the "Net amount of such Excess Proceeds Offer") on a date (applied to purchase the "Net Proceeds Offer Payment Date") Notes is not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount Note Portion of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 Excess Proceeds. With respect to any such non-cash consideration)Excess Proceeds, then such conversion or disposition the Company shall be deemed make the Offer to constitute an Asset Sale hereunder Purchase in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the Net Cash Proceeds Purchase Date in respect thereof shall be applied the same as the purchase date in accordance with this 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required respect thereof pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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 lawOther Debt.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale Sale, unless (i) the consideration received by the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Subsidiary is at least equal to the fair market value of the assets sold or otherwise disposed of and (ii) at least 85% of the consideration received consists of cash or Temporary Cash Investments. In the event and to the extent that the Net Cash Proceeds received by the Company or its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Issue 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 prepared), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) 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 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 six months after the date of such agreement), 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 Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Company's 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 4.10. 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 4.10 totals at least 75$10,000,000, 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 the Holders and from the holders of the Deferred Interest Notes on a pro rata basis an aggregate principal amount of Securities and Deferred Interest Notes equal to the Excess Proceeds on such date of purchase, at a purchase price equal to 101% of the consideration received by the Company principal amount of such Securities or the Restricted Subsidiaryprincipal amount of the Deferred Interest Notes on such date of purchase, plus accrued and unpaid interest (if any) on such principal amount of Securities or of Deferred Interest Notes, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 no Offer to Purchase shall be required to be commenced with respect to any such non-cash consideration), then such conversion the Securities or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this 40 -33- covenant. The Company may defer Deferred Interest Notes until the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, Business Day following the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant payment date with respect to deemed net cash proceeds from the Offer to Purchase any 1997 Notes and need not be commenced if the Excess Proceeds remaining after application thereof to the 1997 Notes purchased in such deemed sale. In additionOffer to Purchase applicable thereto are less than $10,000,000; provided further, the fair market value of such properties and assets of however, that no Securities or Deferred Interest Notes may be purchased under this Section 4.10 unless the Company or its Restricted Subsidiaries deemed shall have purchased all 1997 Notes tendered pursuant to be sold shall be deemed such Offer to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 herein. 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 lawPurchase applicable thereto.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale sale or other disposition at least equal to the fair market value of the assets sold or otherwise disposed of as determined by the good faith judgment of the Board of Directors evidenced by a Board Resolution and (ii) at least 80% 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 270 days after the date of receipt of the Net Cash Proceeds from an Asset Sale, (i) (A) apply an amount equal to such Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or 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), 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 Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Company's Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) at least 75% apply (no later than the end of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from 270-day period referred to above) such Asset Sale shall be in the form of cash or excess Net Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash Proceeds (to the extent of not applied pursuant to clause (i)) as provided in the cash received) shall be deemed to be cash for purposes following paragraphs of this provisionSection 1017. Upon the consummation The amount of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating required to be applied (or to be committed to be applied) during such Asset Sale within 270 days of receipt thereof either (A) 270-day period referred to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 above in the preceding sentence (eachand not applied as so required by the end of such period shall constitute "Excess Proceeds". --------------- If, a "Net Proceeds Offer Trigger Date")as of the first day of any calendar month, such the aggregate amount of Net Cash Excess Proceeds that is not theretofore subject to an integral multiple of $1,000 which have not been applied on or before such Net Excess Proceeds Offer Trigger Date (as permitted in the preceding sentence (eachdefined below) totals at least $10 million, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to must, not later than the 30th Business Day thereafter, make an offer to purchase (the an "Net Excess Proceeds Offer") on a date (to purchase --------------------- from the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that basis an aggregate principal amount of the Notes equal to the Net Excess Proceeds Offer Amount on such date, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedNotes, plus plus, in each case, accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchasepurchase (the "Excess ------ Proceeds Payment"). ---------------- The Company shall commence an Excess Proceeds Offer by mailing a notice to the Trustee and each Holder stating: (i) that the Excess Proceeds Offer is being made pursuant to this Section 1017 and that all Notes validly tendered will be accepted for payment on a pro rata basis; provided(ii) the purchase price and the 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"); (iii) that any Note not tendered will continue to --------------------- accrue interest pursuant to its terms; (iv) that, howeverunless the Company defaults in the payment of the Excess Proceeds Payment, any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest and Liquidated Damages, if any, on and after the Excess Proceeds Payment Date; (v) that Holders electing to have a Note purchased pursuant to 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 prior to the close of business on the Business Day immediately preceding the Excess Proceeds Payment Date; (vi) that Holders shall be entitled to withdraw their election if at the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Excess Proceeds Payment Date, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and (vii) that Holders whose Notes 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 Excess Proceeds Payment Date, the Company shall (i) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to the Excess Proceeds Offer; (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officer's Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall upon Company Order promptly authenticate and mail to such Holders a new Note equal in principal amount to any time unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. To the extent that the aggregate principal amount of Notes tendered is less than the Excess Proceeds, the Company may use any non-cash consideration remaining Excess Proceeds for general corporate purposes. The Company shall publicly announce the results of the Excess Proceeds Offer as soon as practicable after the Excess Proceeds Payment Date. For purposes of this Section 1017, the Trustee shall act as the Paying Agent. The Company shall 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 or under this Section 1017 and the Company is required to repurchase Notes as described above. SECTION 1018. Limitation on Issuances of Guarantees of Indebtedness ----------------------------------------------------- by Restricted Subsidiaries. -------------------------- The Company shall not permit any Restricted Subsidiary Subsidiary, directly or indirectly, to Guarantee, assume or in any other manner become liable with respect to any Indebtedness of the 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 Indebtedness under Credit Facilities incurred under clause (iii) of paragraph (b) in Section 1011, unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of the Notes on terms substantially similar to the Guarantee of such Indebtedness, except that if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such assumption, Guarantee or other liability of such Restricted Subsidiary with respect to any such non-cash consideration), then such conversion or disposition Indebtedness shall be deemed subordinated in right of payment to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this 40 -33- covenant. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to such Restricted Subsidiary's assumption, Guarantee or in excess of $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant other liability with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Notes substantially to the same extent (i) at least 75% of as such Indebtedness is subordinated to the consideration for such Asset Sale constitutes Replacement Assets Notes and (ii) such Asset Sale is for fair market value; provided that Restricted Subsidiary waives, and shall not in any consideration not constituting Replacement Assets received by manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee. Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiaries in connection with Subsidiary may provide by its terms that it will be automatically and unconditionally released and discharged upon (i) any Asset Sale permitted sale, exchange or transfer, to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions any Person not an Affiliate of the two preceding paragraphs. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register Company, 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 herein. Upon receiving notice all of the Net Proceeds OfferCompany's and each Restricted Subsidiary's Capital Stock in, Holders may elect to tender their Notes or all or substantially all of the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the guarantee which resulted in whole the creation of such Guarantee, except a discharge or in part in integral multiples release by or as a result 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 payment under such longer period as may be required by lawGuarantee.

Limitation on Asset Sales. (a) The Company will not, and ------------------------- will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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 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) at least 75% of the consideration received for the assets sold by the Company or the Restricted Subsidiary, Subsidiary as the case may be, from in such Asset Sale shall be in the form of (A) cash or Cash Equivalents; provided that Equivalents or (B) (1) long-term assets (including intellectual property associated with the amount use of (xsuch long-term assets) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of to be used by the Company or any Restricted Subsidiary in a Permitted Business or (other than contingent liabilities and liabilities 2) Capital Stock of a Restricted Subsidiary or a Person engaged primarily in a Permitted Business that are by their terms subordinated to the Notes or any guarantee thereof) will become, upon such purchase, a Restricted Subsidiary (collectively, "Replacement Assets"), provided that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by the Company or any such a Restricted Subsidiary from such transferee transfers that are converted within 180 90 days of receipt thereof by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so received), shall be deemed to be cash or Cash Equivalents for purposes of this provision. The amount of any Indebtedness of the cash receivedCompany or such Restricted Subsidiary (other than Subordinated Indebtedness) that is actually assumed by the transferee in such Asset Sale and from which the Company or such Restricted Subsidiary is fully and unconditionally released shall be deemed to be cash for purposes of this provision. Upon determining the consummation percentage of an Asset Sale, cash consideration received by the Company shall apply, or cause such Restricted Subsidiary to applySubsidiary. The Company or such Restricted Subsidiary, as the case may be, may apply the Net Cash Proceeds relating to of any such Asset Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties to (x) repay any Senior Indebtedness and assets that will be used in permanently reduce the business of commitments, if any, with respect thereto, (y) purchase from a Person other than the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), Assets or (Cz) a any combination of prepayment and investment permitted by the foregoing clauses (Ax) and (By). On the 271st day after an Asset Sale or such earlier date; provided, however, that if any, as the Board of Directors of the Company or a Restricted Subsidiary makes an investment in Replacement Assets not earlier than 90 days prior to such Asset Sale (or the execution by the Company or a Restricted Subsidiary of a binding commitment to consummate such Asset Sale, which commitment is not subject to any conditions precedent other than obtaining necessary financing and the closing in respect of the Asset Sale that is the subject of such Restricted Subsidiary determines not binding commitment occurs within 90 days of the date such commitment is executed), then such investment shall satisfy, to apply the extent of the amount of such investment, the requirements of clause (y) above. To the extent all or a portion of the Net Cash Proceeds relating to of any Asset Sale are not applied within 270 days of such Asset Sale as set forth described in clause (x), (y) or (z) of the immediately preceding sentence paragraph (each, a the "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to Issuers will make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 20 business days following the date on which such offer is made (or such longer period as may be required by law) nor more than 60 days following the applicable such Net Proceeds Offer Trigger Date, from all Holders on a pro rata basisbasis (and on a pro rata basis with the holders of any other Senior Subordinated Indebtedness with similar provisions requiring the Issuers to offer to purchase such Senior Subordinated Indebtedness with the proceeds of Asset Sales), that principal amount of the Notes and such other Indebtedness equal to the such unapplied Net Cash Proceeds Offer Amount at a price price, in the case of the Notes, equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest due on an interest payment date that is on or prior to such date of purchase; provided). Notwithstanding the forgoing, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 40 -33- covenant. The Company Issuers may defer the Net Proceeds Offer until there is an aggregate unutilized amount of unapplied Net Cash Proceeds Offer Amount equal to or in excess of $10.0 5.0 million resulting from one or more Asset Sales (at which time, the entire unutilized amount of unapplied Net Proceeds Offer AmountCash Proceeds, and not just the amount in excess of $10.0 5.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 two preceding paragraphs. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth hereinin 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 of Notes and holders of other Senior Subordinated Indebtedness, if any, which are or is the subject of a Net Proceeds Offer properly tender Notes or such other Senior Subordinated Indebtedness in an aggregate amount exceeding the amount of unapplied Net Proceeds Offer AmountCash Proceeds, Notes of tendering Holders and such other Senior Subordinated Indebtedness of tendering holders will be purchased on a pro rata basis (based on amounts tendered). A The Issuers will comply with the requirements of Rule 14e-l 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 Notes pursuant to a Net Proceeds Offer shall remain open for a period Offer. To the extent that the provisions of 20 Business Days any securities laws or such longer period as may be required by law.regulations conflict with this

Limitation on Asset Sales. (a) The Company will notnot engage in, and will not permit any of its Restricted Subsidiaries toSubsidiary to engage in, consummate an any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of title to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or the applicable Restricted such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold Property subject to such Asset Sale; (b) except in the case of an Asset Sale described in subclauses (i) or otherwise disposed of (as determined in good faith by the Company's Board of Directors) and (ii) of clause (a), at least 75% of such consideration consists of Cash Proceeds or the assumption of Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary relating to the Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration received held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirements set forth in clause (b) and (c) shall not apply to an Asset Sale in which the Company exchanges assets for assets that constitute Replacement Assets. The Company or the Restricted such Subsidiary, as the case may be, may apply the Net Available Proceeds from such each Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (other than Indebtedness owed to the Company or an affiliate of the Company) (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. The following amounts will be deemed to be cash for purposes of this provision: (i) any liabilities of the Company or any Subsidiary (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of sheet or in the Company or any Restricted Subsidiary (notes thereto), other than contingent liabilities and liabilities that are by their terms are subordinated to the Notes or any guarantee thereof) the applicable Subsidiary Guarantee that are assumed by the transferee of any such assets as a result of which the Company and its subsidiaries are no longer obligated with respect to such liabilities and (yii) any securities, notes Indebtedness or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed within 120 days of such Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to be cash for purposes of this provision. Upon the acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of an the relevant Asset SaleSale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall applyshall, or cause such Restricted Subsidiary to applyat any time after receipt of Excess Proceeds, the Net Cash Proceeds relating Company may, at its option, make a pro rata offer to such Asset Sale within 270 days all holders of receipt thereof either Notes and other Indebtedness (A) to prepay any excluding the Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets Notes due 2007; PROVIDED that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to may make an offer to purchase such notes in accordance with their terms) that ranks by its terms equally in right of payment with the Notes and the terms of which contain substantially similar requirements with respect to the application of net proceeds from asset sales as are contained in the Indenture (the an "Net Proceeds Asset Sale Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders to purchase on a pro rata basis, that basis the maximum principal amount of the Notes equal to and other such Indebtedness in integral multiples of $1,000 that may be purchased out of the Net Proceeds Offer Amount Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount of the Notes to be purchased, thereof plus accrued and unpaid interest thereoninterest, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may bepurchase date, 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 40 -33- 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 $10.0 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 $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 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 hereinin this Indenture. Upon receiving notice completion of the Net Proceeds such Asset Sale Offer, Holders the amount of Excess Proceeds shall be reset to zero and the Company may elect use any remaining amount for general corporate purposes. Within five business days after the Company is obligated to make an Asset Sale Offer, the Company will send a written notice to holders of Notes, accompanied by such information as the Company in good faith believes will enable holders to make an informed decision with respect to the Asset Sale Offer. The Company will comply with any applicable tender their Notes offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in event that an amount exceeding Asset Sale Offer is required under 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 lawcircumstances described herein.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its the Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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) at least 7580% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsEquivalents and is received at the time of such disposition; provided PROVIDED, HOWEVER, that the amount of (xA) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) sheet or the notes thereto), 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 thereofNotes) that are assumed by the transferee of any in such assets Asset Sale and from which the Company or such Restricted Subsidiary is released and (yB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted within 180 days by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), shall be deemed to be cash for the purposes of this provision. Upon ; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 360 days of receipt thereof either (A) to prepay any Senior Debt Indebtedness ranking at least PARI PASSU with the Notes (including amounts under the Credit Facility) and, in the case of any Senior Debt such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its the Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (Aiii)(A) and (Biii)(B). On the 271st 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 next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 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, each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 45 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata PRO RATA basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; providedPROVIDED, howeverHOWEVER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the CompanySubsidiary, 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 40 -33- covenantSection 4.15. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 5 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 $10.0 5 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its the Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its the Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed salesale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its the Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphs, the Company and its the Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 7580% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided PROVIDED that any consideration not constituting Replacement Assets received by the Company or any of its the 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 two preceding paragraphs. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth hereinin 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 PRO RATA basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days business days or such longer period as may be required by law.. If the Net Proceeds Offer is on or after a Record Date and on or before the related Interest Payment Date, any accrued interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Net Proceeds Offer. The notice, which shall govern the terms of the Net Proceeds Offer, shall include such disclosures as are required by law and shall state:

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the 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) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsEquivalents and is received at the time of such disposition; provided PROVIDED that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) ), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or or, in the case of liabilities of a Restricted Subsidiary, any guarantee thereofNote Guarantee of such Subsidiary) that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days after receipt, shall be deemed to be cash for purposes of this provision. Upon clause (ii); PROVIDED, FURTHER, HOWEVER, that this clause (ii) shall not apply to any sale of Capital Stock of or other Investments in Unrestricted Subsidiaries and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 360 days of receipt thereof either (A) to prepay any Senior Debt (and, in the case of any Senior Debt Indebtedness under any revolving credit facility, including the New Credit Facility, effect a permanent reduction in the availability under such revolving credit facility) any Indebtedness, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (Aiii)(A) and (Biii)(B). On the 271st 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 next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of such Net Cash Proceeds that is an integral multiple of $1,000 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, each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata PRO RATA basis, that amount of the Notes issued under this Indenture equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; providedPROVIDED, howeverHOWEVER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the 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 or dividends 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 40 -33- covenantSection 4.15. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Pro- ceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation Person shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenantSection 4.15, and shall comply with the provisions of this covenant Section 4.15 with respect to deemed net cash proceeds from such deemed salesale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenantSection 4.15. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided PROVIDED 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 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 hereinin 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 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.. The notice, which shall govern the terms of the Net Proceeds Offer, shall include such disclosures as are required by applicable law and shall state:

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, to consummate an Asset Sale unless Sale, unless: (i1) the Company or the 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 Capital Stock, property or assets issued, sold or otherwise disposed of (as determined deter- mined in good faith by the Company's Board of Directors) ); and (ii2) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of (x) , Replacement Assets or any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) combination of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to foregoing received at the Notes or any guarantee thereof) that are assumed by the transferee time of any such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provisiondisposition. Upon Following the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 360 days of receipt thereof either either: (Aa) to prepay any Senior Debt, any Guarantor Senior Debt or any then outstanding Existing Notes and, in the case of any Senior Debt or any Guarantor Senior Debt under any revolving revolv- ing credit facility, effect a permanent reduction in the availability avail- ability under such revolving credit facility, ; (Bb) to make an investment in acquire properties and assets (including Asset Ac- quisitions or capital expenditures) that replace the properties and assets that were the subject of such Asset Sale or in properties proper- ties and assets that will be used in the business of the Company Com- pany and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or ; and/or (Cc) a any combination of prepayment and investment permitted by the foregoing clauses foregoing. For purposes of clause (A2) and (B). On above, the 271st day after an Asset Sale amount of any liabili- ties, as shown on the Company's or such earlier dateRestricted Subsidiary's most recent balance sheet, if any, as the Board of Directors of the Company or any Restricted Subsidiary (other than con- tingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets and any cash proceeds in respect of any securities, notes or other obligations re- ceived by the Company or any such Restricted Subsidiary determines not to apply from such trans- feree that are converted into cash within 30 days following the Net Cash Proceeds relating to consumma- tion of such Asset Sale as set forth in Sale, to the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount extent of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied cash received by the Company or such Restricted Subsidiary in that conversion, shall be deemed to con- stitute cash received at the time of such disposition. Any Net Cash Proceeds resulting from Asset Sales consummated after the Issue Date that are not timely applied as permitted in the two preceding paragraphs shall constitute "Excess Proceeds". If on any date (an "Excess Proceeds Offer Trigger Date") the aggregate amount of Excess Proceeds, excluding any amounts thereof previously applied pursuant to this paragraph, exceeds $10.0 million, the Company and/or a Restricted Subsidi- ary shall, within 30 days thereafter, make an offer to purchase (the "Net Excess Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, to purchase from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date maximum principal amount of purchase; provided, however, Notes that if can be so purchased at any time any non-cash consideration received by such price with such Excess Proceeds (the Company or any Restricted Subsidiary of the 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 40 -33- 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 $10.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds "Excess Pro- ceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph"). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 two preceding paragraphs. Each Net Excess 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 DateHolders, with a copy to the Trustee, and shall comply with the procedures set forth hereinin Section 4.02. Upon receiving notice no- xxxx of the Net Excess 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 Ex- cess Proceeds Offer Amount, Notes of tendering Holders will shall be purchased on a pro rata basis (based on amounts tendered). A Net Any Excess Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law.. The Company will comply with the requirements of Rule 14e-1 un- der the Exchange Act and any other securities laws and regulations thereun- der to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.02 and this Section 5.03, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of Sec- tion 4.02 and this Section 5.03 by virtue thereof. Section 5.04

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (ia) the Company or the 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 management of the Company or, if such Asset Sale involves consideration in excess of $10,000,000, by the board of directors of the Company's Board of Directors) and , as evidenced by a board resolution), (iib) at least 75% of the consideration received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that Equivalents and is received at the amount time of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (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 of any such assets disposition and (yc) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Upon upon the consummation of an Asset Sale, the Company shall applyapplies, or cause causes such Restricted Subsidiary to apply, the such Net Cash Proceeds relating to such Asset Sale within 270 180 days of receipt thereof either (Ai) to prepay repay any Senior Debt Indebtedness of the Company or any Indebtedness of a Restricted Subsidiary of the Company (and, to the extent such Senior Indebtedness relates to principal under a revolving credit or similar facility, to obtain a corresponding reduction in the commitments thereunder, except that the Company may temporarily repay Senior Indebtedness using the Net Cash Proceeds from such Asset Sale and thereafter use such funds to reinvest pursuant to clause (ii) below within the period set forth therein without having to obtain a corresponding reduction in the commitments thereunder), (ii) to reinvest, or to be contractually committed to reinvest pursuant to a binding agreement, in Productive Assets and, in the case latter case, to have so reinvested within 360 days of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject date of receipt of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 271st 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 or (iii) to such Asset Sale as set forth in purchase the preceding sentence (eachSecurities and other Senior Subordinated Indebtedness, a "Net Proceeds Offer Trigger Date")pro rata, such aggregate amount of Net Cash Proceeds that is an integral multiple of $1,000 which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by tendered to the Company or such Restricted Subsidiary to make an offer to for purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of the Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount thereof (or the accreted value of the Notes to be purchasedsuch other Senior Subordinated Indebtedness, if such other Senior Subordinated Indebtedness is issued at a discount) plus accrued and unpaid interest thereon, if any, to the date of purchasepurchase pursuant to an offer to purchase made by the Company as set forth below (a "Net Proceeds Offer"); provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of may defer making a Net Proceeds Offer until the 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 aggregate Net Cash Proceeds thereof shall be from Asset Sales not otherwise applied in accordance with this 40 -33- covenantcovenant equal or exceed $15,000,000. The Company may defer Subject to the deferral right set forth in the final proviso of the preceding paragraph, each notice of a Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 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 $10.0 million, shall be applied as required pursuant mailed, by first-class mail, to this paragraph). In Holders not more than 180 days after the relevant Asset Sale or, in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to deemed net cash proceeds from such deemed sale. In addition, the fair market value of such properties and assets of the Company or its a Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphsSubsidiary has entered into a binding agreement as provided in (B) above, 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 Replacement Assets and (ii) such Asset Sale is for fair market value; provided 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 two preceding paragraphs. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 180 days following the Net Proceeds Offer Trigger Datetermination of such agreement but in no event later than 360 days after the relevant Asset Sale. Such notice shall specify, with a copy to among other things, the Trusteepurchase date (which shall be no earlier than 30 days nor later than 45 days from the date such notice is mailed, except as otherwise required by law) and shall otherwise comply with the procedures set forth hereinin this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes Securities in whole or in part in integral multiples of $1,000 in exchange for cash1,000. To the extent Holders properly tender Notes Securities in an amount exceeding which, together with all other Senior Subordinated Indebtedness so tendered, exceeds the Net Proceeds Offer AmountOffer, Notes the Securities and other Senior Subordinated Indebtedness of tendering Holders will shall be purchased repurchased on a pro rata basis (based on amounts upon the aggregate principal amount tendered, or, if applicable, the aggregate accreted value thereof). A To the extent that the aggregate principal amount of Securities tendered pursuant to any Net Proceeds Offer, which, together with the aggregate principal amount or aggregate accreted value, as the case may be, of all other Senior Subordinated Indebtedness so tendered, is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Securities and other Senior Subordinated Indebtedness for any purposes not otherwise prohibited by this Indenture. Upon the consummation of any Net Proceeds Offer, the amount of Net Cash Proceeds subject to any future Net Proceeds Offer from the Asset Sales giving rise to such Net Cash Proceeds shall remain open for be deemed to be zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent applicable in connection with the repurchase of Securities pursuant to a period of 20 Business Days or such longer period as may be required by lawNet Proceeds Offer.