Common use of Limitation on Asset Sales Clause in Contracts

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary to, consummate an Asset Sale unless: (i) the Company or 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 Property or assets sold or otherwise disposed of; (ii) at least 85% of the consideration received by the Company or such Restricted Subsidiary for such Property or assets consists of cash or Eligible Cash Equivalents; provided that the amount of 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 (x) contingent liabilities and liabilities that are by their terms subordinate to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (A) or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: : (i1) the Company or such 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 Property or assets sold or otherwise disposed of; of (iias determined in good faith by the Company's Board of Directors); (2) at least 8575% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Restricted Subsidiary for such Property or assets consists Asset Sale shall be in the form of cash or Eligible cash, Cash Equivalents, Additional Assets and/or Replacement Assets (as defined below) and is received at the time of such disposition; provided that the amount of 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 (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesof a Guarantor) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will shall be deemed to be cash for the purposes of this provision; and (3) upon the consummation of an Asset Sale (other than an Excluded Asset Sale, the proceeds of which may be used as set forth in clause (ii); and (iii) below), the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds received relating to such Asset Sale within 365 days of receipt thereof either (i) to permanently reduce senior secured Indebtedness of the Company or any Restricted Subsidiary; and, in the case of any such outstanding Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (ii) to make a capital expenditure or investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock) 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"); (iii) to the payment (i) of all criminal and civil judgments rendered against, and all civil and criminal settlements entered into by, the Company or any of its Subsidiaries in connection with antitrust investigations and related matters and all costs and expenses related thereto ("Antitrust Liabilities") and (ii) after the Board of Directors of the Company shall have delivered a certified resolution to the Trustee to the effect that the Company is not required, under the rules and regulations of the SEC under the 1934 Act, to state in its annual report that the Antitrust Liabilities could have a material adverse effect on the Company's financial condition, results of operation and prospects, of pension and environmental liabilities of the Company or any of its Restricted Subsidiaries, in each case only with respect to the Net Cash Proceeds from Excluded Asset Sales; and/or (iv) a combination of prepayment and investment permitted by the foregoing clauses (3)(i) and (3)(ii). (b) Pending the final application of such Net Cash Proceeds, the Company may (a) temporarily reduce borrowings under the Credit Agreement or any other revolving credit facility and (b) with respect to Net Cash Proceeds from Excluded Asset Sales, retain such Net Cash Proceeds in a blocked account pending application as set forth in clause (a)(3)(iii) of this Section 4.10; provided that upon a determination made by the Board of Directors of the Company that such Net Cash Proceeds are no longer needed for such purpose, such Net Cash Proceeds will then be applied as set forth in clauses (a)(3)(i), (a)(3)(ii) and/or (a)(3)(iv) of this Section 4.10. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (a)(3)(i), (a)(3)(ii) and (a)(3)(iv) of this Section 4.10 (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (a)(3)(i), (a)(3)(ii) and (a)(3)(iv) of this Section 4.10 (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause make an offer to purchase (Athe "Net Proceeds Offer") or (B) in each case to all Holders and, to the extent that required by the Company elects or is so required: terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, on a date (Athe "Net Proceeds Offer Payment Date") to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 not less than 30 nor more than 60 days following the receipt of such applicable Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to PurchaseTrigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata basis, that amount of Notes in an aggregate principal amount (and Pari Passu Indebtedness) equal to the Collateral Excess Proceeds, Net Proceeds Offer Amount at a Purchase Price in cash price equal to 100% of the principal amount thereofof the Notes (and Pari Passu Indebtedness) to be purchased, together with plus accrued interestand unpaid interest thereon, if any, to the Purchase Date. To the extent that any amount date of Collateral Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Datepurchase; provided, however, that if the Issuers elect (or are required at any time any non-cash consideration received by the terms Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Applicable DebtAsset 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 Section 4.10. (c) The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to Purchase may 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 made ratably applied as required pursuant to purchase Section 4.10(b)). (d) In the Notes 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 5.1 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 Section 4.10 shall comply with the provisions of this Section 4.10 with respect to such Applicable Debtdeemed sale as if it were an Asset Sale. To In addition, the extent that any amount of Excess Proceeds remains after completion fair market value of such Offer to Purchase, properties and assets of the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds or its Restricted Subsidiaries deemed to be sold shall be reset deemed to zerobe Net Cash Proceeds for purposes of this Section 4.10. (e) In the event that the Company shall be required to commence a Net Proceeds Offer, it shall follow the procedures specified below. The notice shall contain all instructions and materials reasonably necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer. The Net Proceeds Offer shall be made to all Holders. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this 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. 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 state: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.10; (2) the Net Proceeds Offer Amount, the Purchase Price and the Purchase Date; (3) that any Note not properly tendered or otherwise not accepted for repurchase shall continue to accrue interest and Additional Interest, if any; (4) that, unless the Company defaults in the payment of the amount due on the Purchase Date, all Notes or portions thereof accepted for repurchase pursuant to the Net Proceeds Offer shall cease to accrue interest and Additional Interest, if any, after the Purchase Date; (5) that Holders electing to have any Notes repurchased pursuant to any Net Proceeds Offer shall be required to tender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Purchase Date; (6) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the Purchase Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for repurchase and a statement that such Holder is withdrawing his election to have such Notes repurchased in whole or in part; (7) that, to the extent Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Pari Passu Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate amounts of Notes and Pari Passu Indebtedness tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered); and (8) that Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal amount to the portion of the Notes tendered (or transferred by book-entry transfer) that is not to be repurchased, which portion must be equal to $1,000 in principal amount or an integral multiple thereof. On or before the Purchase Date, the Trustee shall, Company shall to the extent lawful, (i) accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate in accordance with this Indenture to the extent necessary, the Net Proceeds Offer Amount of (A) Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Net Proceeds Offer to Purchaseand (B) properly tendered Pari Passu Indebtedness, or if less than the Net Proceeds Offer Amount has been tendered, all Notes and Pari Passu Indebtedness properly tendered, (ii) deposit with the Paying Agent U.S. legal tender sufficient an amount equal to pay the purchase price Purchase Price, plus accrued interestand unpaid interest and Additional Interest, if any, on thereon to the Purchase Date in respect of all Notes or portions thereof so tendered and accepted for repurchase and (iii) deliver or cause to be purchased and deliver delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating that such the aggregate principal amount of Notes or portions thereof were accepted for payment being repurchased by the Issuers Company. The Paying Agent shall promptly (but in accordance any case not later than five days after the Purchase Date) mail to each Holder of Notes so repurchased the amount due in connection with such Notes, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company in the form of an Officers' Certificate shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion to the Holder thereof; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Net Proceeds Offer on or as soon as practicable after the Purchase Date. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, in each case to the Purchase Date, 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 to the Net Proceeds Offer. If any Net Cash Proceeds remain after the consummation of any Net Proceed Offer, the Company may use those Net Cash Proceeds for any purpose not otherwise prohibited by this Indenture. Upon completion of each Net Proceeds Offer, the amount of Net Cash Proceeds will be reset at zero. (f) The Company will comply with the terms requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 44.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, consummate an Asset Sale unless: : (i) the Company (or such the 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 Property or assets sold or otherwise disposed of, or Restricted Subsidiary Equity Interests issued, in such Asset Sale; and (ii) at least 8575.0% of the consideration therefor received by the Company or such Restricted Subsidiary for such Property or assets consists is in the form of cash or Eligible Cash Equivalents; provided that provided, however, that, for purposes of the provisions set forth in this clause (ii) and for no other purpose, the amount of (1) 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 (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesthereof) that are assumed in writing by the transferee of any such assets (and for which the Company receives pursuant to a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by customary novation agreement that releases the Company or such Restricted Subsidiary from further liability (or are otherwise extinguished in connection with the transactions relating to Assets Sales are applied as set forth in clause such Asset Sale), (A2) any securities, notes or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or obligations received by the Company or any such Restricted Subsidiary enters into contractual commitments to make from such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed transferee that are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into converted by the Company or any Restricted Subsidiary into cash or Cash Equivalents within 180 days of receipt, to the extent of the cash or Cash Equivalents received and (3) the Fair Market Value of any property or assets received (including any Capital Stock of any Person that shall be a Restricted Subsidiary following receipt thereof) that are used or useful in any Related Business, in each case shall be deemed to be cash. Within 365 days after the normal course Company or any Restricted Subsidiary’s receipt of business shall not be subject such Net Cash Proceeds, the Company or such Restricted Subsidiary may apply such Net Cash Proceeds, at its option: (1) to clause prepay or otherwise pay or repay, purchase, redeem, defease, discharge, cash-collateralize or otherwise acquire or retire (iiA) Secured Indebtedness of the Company or any Guarantor (and, if such Indebtedness is under a revolving credit facility, to correspondingly reduce commitments with respect thereto), (B) Senior Indebtedness (other than Secured Indebtedness) of the immediately preceding sentence. Company or any Guarantor (band, if such Indebtedness is under a revolving credit facility, to correspondingly reduce commitments with respect thereto); provided, however, that if any such Senior Indebtedness described in this clause (B) Any other than the Notes are repaid with such Net Cash Proceeds from any Asset Sale involving Collateral Proceeds, the Company shall equally and ratably reduce the Notes through open-market purchases (provided, however, that such purchases are not used to reinvest in Replacement Assets at or to repay Applicable Debt above 100% of the principal amount thereof), by redeeming Notes in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any 3.07 or by making an offer (in accordance with the procedures set forth below for an Asset Sale not involving Collateral that are not used Offer) to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When all holders of the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer Notes to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, purchase at a Purchase Price in cash purchase price equal to 100% of the principal amount thereof, together plus accrued and unpaid interest, the pro rata principal amount of the Notes or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in the case of each of clause (A), (B) and (C), other than Indebtedness owed to the Company or its Affiliates; (2) to make an Investment in any one or more businesses (provided, however, that if such Investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary if it is not already a Restricted Subsidiary), assets, or property or capital expenditures (including refurbishments), in each case used or useful in a Related Business; or (3) to make a combination of any prepayments or other payments or repayments, purchases, redemptions, defeasances, discharges, cash collateralizations or other acquisitions or retirements and any Investments permitted by the foregoing clauses (1) and (2). In the case of an Investment contemplated by clause (2) above or clause (3) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment; provided, however, that in the event such binding commitment is later canceled or terminated for any reason before such Net Cash Proceeds are so applied, the Company or Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) to make an Investment permitted by such clause (2) or clause (3) within nine months of such cancellation or termination of the prior binding commitment; provided further, however, that the Company and its Restricted Subsidiaries may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale. (b) If, on the 366th day after receipt by the Company or a Restricted Subsidiary of Net Cash Proceeds with respect to an Asset Sale, any such Net Cash Proceeds have not been applied as permitted by Section 4.06(a) (such Net Cash Proceeds received and not so applied being “Excess Proceeds” and the date of such 366th day being an “Asset Sale Offer Trigger Date”), the Company or one or more Restricted Subsidiaries shall make an offer to all Holders and, if required or permitted by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness, to purchase (the “Asset Sale Offer”), on a date not less than 30 nor more than 60 days following the applicable Asset Sale Offer Trigger Date, from all Holders and holders of such Senior Indebtedness on a pro rata basis (or as nearly pro rata as practicable) based on the accreted value or principal amount, as applicable, of the Notes and such Senior Indebtedness tendered pursuant to such Asset Sale Offer, that amount of Notes and such Senior Indebtedness equal to the applicable Excess Proceeds (minus any federal, state, provincial, foreign and local taxes payable as a result of the transfer or deemed transfer of funds from the entity that made the Asset Sale to the entity that is making such Asset Sale Offer) at a price equal to 100.0% of the principal amount of the Notes to be purchased, plus accrued interestand unpaid interest thereon, if any, to but excluding the Purchase Date. To the extent that any amount date of Collateral Excess Proceeds remains after completion purchase (or, in respect of such Offer to PurchaseSenior Indebtedness, the Company may use price provided for by the terms of such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase DateSenior Indebtedness); provided, however, that if at any time any non-cash consideration received by the Issuers elect Company or any Restricted Subsidiary, 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, solely for purposes of the definition of Net Cash Proceeds, such conversion or disposition shall be deemed to constitute an Asset Sale, and the Net Cash Proceeds thereof shall be applied in accordance with the provisions of this Section 4.06 governing the application of the Net Cash Proceeds from an Asset Sale. If Holders do not tender Notes in an aggregate principal amount at least equal to the applicable Excess Proceeds for purchase in connection with any Asset Sale Offer, the Company and the Restricted Subsidiaries may use the portion of the Excess Proceeds not used to purchase Notes for any purpose not prohibited by this Indenture. Upon completion of each Asset Sale Offer, the Excess Proceeds shall be reduced by the amount of the Asset Sale Offer. Notwithstanding the occurrence of an Asset Sale Offer Trigger Date, the Company and the Restricted Subsidiaries may defer the Asset Sale Offer until there is an aggregate unutilized Excess Proceeds of at least $25,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Excess Proceeds, and not just the amount in excess of $25,000,000, shall be applied as required pursuant to this Section 4.06). The Company and the Restricted Subsidiaries may satisfy the obligations set forth in this Section 4.06(b) with respect to any Net Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds prior to an applicable Asset Sale Offer Trigger Date. If the date on which a Note is purchased pursuant to an Asset Sale Offer is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest on that Note shall be paid to the Person that was, at the close of business on such record date, the Holder of that Note, and no additional interest for the period to which that interest record date relates shall be payable, with respect to that Note, to the Person who tendered that Note pursuant to the Asset Sale Offer. (c) Each Asset Sale Offer shall be mailed (or are otherwise sent in accordance with applicable procedures of the Depository) to the record Holders as shown on the register of Holders within 30 days following the Asset Sale Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Asset Sale Offer, Holders may elect to tender their Notes in whole or in part in amounts equal to $2,000 or integral multiples of $1,000 in excess thereof in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Excess Proceeds, the tendered Notes shall be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the amount of Notes tendered. An Asset Sale Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. The Company shall comply with the terms requirements of Rule 14e-1 under the Exchange Act and any Applicable Debt), other securities laws and regulations thereunder to the extent such Offer laws and regulations are applicable in connection with the repurchase of Notes pursuant to Purchase may be made ratably to purchase the Notes and such Applicable Debtan Asset Sale Offer. To the extent that the provisions of any amount securities laws or regulations conflict with the requirements of Excess Proceeds remains after completion of such Offer to Purchasethis Section 4.06, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit comply with the Paying Agent U.S. legal tender sufficient applicable securities laws and regulations and shall not be deemed to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that have breached its obligations under such Notes or portions thereof were accepted for payment covenant by the Issuers in accordance with the terms of this Section 4virtue thereof.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate an any Asset Sale unless: : (i1) the Company or any of its Restricted Subsidiaries, as the case may be, receives consideration at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the Capital Stock, assets or property sold or otherwise disposed of pursuant to such Asset Sale; and (2) at least 75.0% of the consideration from such Asset Sale received by the Company or such Restricted Subsidiary, as the case may be, receives consideration at is in the time form of cash or Cash Equivalents; provided, however, to the extent that the assets sold in such Asset Sale at least equal were part of the Collateral, the assets received as non-cash consideration shall not be Excluded Assets and are required to be pledged as Collateral pursuant to the Fair Market Value of the Property or assets sold or otherwise disposed of; (ii) at least 85% of the consideration received Security Documents reasonably promptly after receipt by the Company or such a Restricted Subsidiary for such Property or assets consists thereof. For purposes of cash or Eligible Cash Equivalents; provided that this clause (2) the amount of of: (A) any liabilities (as shown on the Company's ’s or such Restricted Subsidiary's ’s most recent balance sheet or in the notes thereto for which internal financial statements are available immediately preceding such date or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Company’s or such Restricted Subsidiary’s balance sheet or in the notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet in the good faith determination of the Company) of the Company or any Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesNotes) that are extinguished in connection with the transactions relating to such Asset Sale, or that are assumed in writing by the transferee of any such assets (and for which assets, property or Capital Stock, in each case, pursuant to an agreement that releases or indemnifies the Company receives a written release or such Restricted Subsidiary, as the case may be, from further liability therefor; (B) any securities, notes or other obligations or other assets or property received by the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received Company or any Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary relating into cash or Cash Equivalents, or by their terms are required to Assets Sales 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 receipt thereof; and (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 subclause (C) that is at that time outstanding, not to exceed 2.0% of Total Assets, calculated at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value); shall each be deemed to be Cash Equivalents. (b) Within 365 days after the Company’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Company or a Restricted Subsidiary, at its option, may apply an amount equal to the Net Cash Proceeds from such Asset Sale (or any portion thereof) as follows: (1) if such Net Cash Proceeds are applied as set forth from an Asset Sale that is not a disposition of Collateral, to repay, prepay, defease, redeem, reduce, purchase or otherwise retire (and to correspondingly reduce commitments with respect thereto in clause the case of revolving borrowings): (Ax) Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) that is secured by a Lien on assets that do not constitute a part of the Collateral (other than Indebtedness owed to an Affiliate of the Company) or (By) in each case Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations) that is secured by a Lien on assets that do not constitute a part of the Collateral (other than Indebtedness owed to the extent Company or an Affiliate of the Company); (2) if such Net Cash Proceeds are from an Asset Sale that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt andnot a disposition of Collateral, in the case of an Asset Sale by a Restricted Subsidiary that is a Non-Guarantor Subsidiary, to repay, prepay, defease, redeem, reduce, purchase or otherwise retire (and to correspondingly reduce commitments with respect thereto in the case of revolving loans borrowings) Indebtedness of such Restricted Subsidiary or any other Restricted Subsidiary that is a Non-Guarantor Subsidiary; (3) to repay, prepay, defease, redeem, reduce, purchase or otherwise retire (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings other similar obligationsthan commitments under the Revolving Facility), reduce first, to repay outstanding borrowings under the commitment thereunderRevolving Facility (without reducing commitments) and, thereafter on a pro rata basis: (x) Indebtedness or other Obligations under the Senior Credit Facilities and any Pari Passu Lien Obligations (other than Indebtedness owed to the Company or an Affiliate of the Company and the Notes) and (y) the Notes by, at its option (i) redeeming Notes as provided under Section 3.01, (ii) purchasing Notes through open market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof), or (iii) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100.0% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; (4) to make an investment in, purchase or otherwise acquire any one or more businesses, assets (other than working capital assets), properties or capital expenditures, in each case used or useful in a Similar Business or to make payments (including without limitation prepayments and progress payments) in connection with such investment, purchase or other acquisition; provided, howeverthat if such investment, purchase or acquisition is in the form of the acquisition of Capital Stock of a Person, such investment, purchase or acquisition results in such Person becoming a Restricted Subsidiary; provided, further, that the assets acquired with the Net Cash Proceeds of a disposition shall not be Excluded Assets and are required to be pledged as Collateral pursuant to the Security Documents reasonably promptly after receipt by the Company or a Restricted Subsidiary thereof; (5) to make an investment in, purchase or otherwise acquire any one or more businesses, assets (other than working capital assets) or properties that replace the businesses, assets and/or properties that are the subject to such repayment Asset Sale; provided, that the assets acquired with the Net Cash Proceeds of a disposition shall not be Excluded Assets and commitment reduction occurs are required to be pledged as Collateral pursuant to the Security Documents reasonably promptly after receipt by the Company or a Restricted Subsidiary thereof; or (6) any combination of the foregoing, provided, that the Company and its Restricted Subsidiaries will be deemed to have complied with the provisions described in clause (4) or (5) of this Section 4.10(b) if and to the extent that, within 270 365 days following after the Company’s or any Restricted Subsidiary’s receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such a Restricted Subsidiary enters Subsidiary, as applicable, has entered into contractual commitments and not abandoned or rejected a binding agreement to make such an investment, subject only to customary conditions purchase or other acquisition in compliance with the provision described in clause (other than the obtaining 4) or (5) of financingthis Section 4.10(b), on and that investment, purchase or prior other acquisition is thereafter completed within 180 days after the end of such 365-day period. (c) Notwithstanding the foregoing, to the 270th day following receipt extent that repatriation to the United States of any or all of the Net Cash Proceeds of any Asset Sales by a foreign Subsidiary (x) is prohibited or delayed by applicable local law or (y) would have a material adverse tax consequence (taking into account any foreign tax credit or other net benefit actually realized in connection with such repatriation that would not otherwise be realized), as determined by the Company in its sole discretion, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this covenant; provided that clause (x) of this paragraph shall apply to such amounts so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to use commercially reasonable efforts to cause the applicable foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if such repatriation of any of such affected Net Cash Proceeds contractually committed are commenced is permitted under the applicable local law and is not subject to clause (y) of this paragraph, then, an amount equal to such Net Cash Proceeds will be so promptly applied within 365 days following (net of additional taxes that would be payable or reserved against as a result of repatriating such amounts) in compliance with this covenant. The time periods set forth in this covenant shall not start until such time as the receipt Net Cash Proceeds may be repatriated (whether or not such repatriation actually occurs). (d) Pending the final application of any such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness (including under a revolving Debt Facility) or otherwise invest or utilize such Net Cash Proceeds in any Restricted Subsidiary in the normal course manner not prohibited by this Indenture. Any amount of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are is not used applied or invested as provided and within the time period set forth in Section 4.10(b) will be deemed to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral “Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000”; provided, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date. To the extent that any amount of Collateral proceeds offered to Holders pursuant to clause (3) of Section 4.10(b) or pursuant to an Asset Sale Offer made at any time after the Asset Sale shall be deemed to have been applied as required and shall not be deemed to be Excess Proceeds remains after completion of without regard to the extent to which such Offer to Purchase, offer is accepted by the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) Holders. When the aggregate amount of Excess Proceeds exceeds $5,000,00050.0 million, the Issuers shall Company will be required to make an Offer offer (“Asset Sale Offer”) to Purchase, from all Holders on a pro rata basisof Notes and, Notes in to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Company (or the Subsidiary Guarantor, as applicable) to make an aggregate offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Sale, to purchase the maximum principal amount equal of Notes and any such Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at a Purchase Price an offer price in cash in an amount equal to 100100.0% of the principal amount thereof, together of the Notes and Pari Passu Indebtedness plus accrued and unpaid interest to (but not including) the date of purchase (or such lesser price with accrued interestrespect to the Pari Passu Indebtedness, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required as may be provided by the terms of any Applicable Debtsuch Indebtedness), such Offer to Purchase may be made ratably to purchase in accordance with the Notes and such Applicable Debt. procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable. (e) To the extent that any the aggregate amount of Notes and Pari Passu Indebtedness so properly tendered and not withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds remains after completion of such Offer to PurchaseProceeds, the Company may use any remaining Excess Proceeds for any purpose not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by Holders or lenders, collectively, exceeds the amount of Excess Proceeds, selection of Notes for purchase will be made by the Company in accordance with Section 3.04(f). Upon completion of such remaining amount for general corporate purposesAsset Sale Offer, and the amount of Excess Proceeds shall be reset to at zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: : (i) the Company (or such a Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the Fair Market Value fair market value of the Property assets or assets Equity Interests issued or sold or otherwise disposed of; ; (ii) the fair market value is determined by (a) an executive officer of the General Partner if the value is less than $30.0 million and evidenced by an Officers’ Certificate delivered to the Trustee, or (b) the Company’s Board of Directors if the value is $30.0 million or more and evidenced by a resolution of such Board of Directors set forth in an Officers’ Certificate delivered to the Trustee; and (iii) at least 8575% of the aggregate consideration received by the Company and its Restricted Subsidiaries in the Asset Sale and all other Asset Sales since the Issue Date is in the form of cash. For purposes of this provision, each of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s or any Restricted Subsidiary’s most recent balance sheet, of the Company or such Restricted Subsidiary for such Property or assets consists of cash or Eligible Cash Equivalents; provided that the amount of 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 (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesGuarantee) that are assumed in writing by the transferee of any such assets (and for which the Company receives pursuant to a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by customary novation agreement that releases the Company or such Restricted Subsidiary relating from further liability (or in lieu of such a release, the agreement of the acquiror or its parent company to Assets Sales are applied as set forth indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in clause respect of such assumed Indebtedness or liabilities accompanied by the posting of a letter of credit (A) or (Bissued by a commercial bank that has an Investment Grade Rating) in each case to the extent that favor of the Company elects or is such Restricted Subsidiary for the full amount of the liability and for so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in long as the case of revolving loans and other similar obligations, reduce the commitment thereunderliability remains outstanding; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of such Net Cash Proceeds; a negative outlook or (B) to an investment credit watch with negative implications, in Replacement Assets; provided, howeverany case, that contemplates such investment occurs indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (b) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from such transferee that are, within 180 days after the Asset Sale, converted by the Company or such Restricted Subsidiary enters into contractual commitments cash, to make such investment, subject only the extent of the cash received in that conversion; and (c) any stock or assets of the kind referred to customary conditions in clause (other than the obtaining of financingii), on (iii) or prior to the 270th day following receipt (v) of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 Section 4.10(b). (b) Within 360 days following after the receipt of such any Net Cash Proceeds; and providedProceeds from an Asset Sale, further, that, with respect the Company or any Restricted Subsidiary may apply those Net Proceeds at its option to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor any combination of the Trustee on behalf following: (i) to repay Senior Debt; (ii) to acquire all or substantially all of the Holders. Notwithstanding any provision properties or assets of this a Person primarily engaged in a Permitted Business; (iii) to acquire a majority of the Voting Stock of a Person primarily engaged in a Permitted Business; (iv) to make capital expenditures; or (v) to acquire other long-term assets that are used or useful in a Permitted Business. (c) The acquisition of stock or assets, or making of a capital expenditure, pursuant to clauses (ii), (iii), (iv) or (v) of Section 4.94.10(b) shall be deemed to be satisfied if an agreement (including a lease, Asset Swaps whether a capital lease or an operating lease) committing to make the acquisitions or expenditure referred to therein is entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) with a Person other than an Affiliate of the immediately preceding sentenceCompany within the time period specified in Section 4.10(b) and such Net Proceeds are subsequently applied in accordance with such agreement within six months following the date such agreement is entered into. (bd) Pending the final application of any Net Proceeds, the Company or any Restricted Subsidiary may invest the Net Proceeds in any manner that is not prohibited by this Supplemental Indenture and the Base Indenture (as it relates to the Notes). Any Net Cash Proceeds from any Asset Sale involving Collateral Sales that are not used to reinvest applied or invested as provided in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall the preceding paragraph will constitute "Collateral “Excess Proceeds." Any Net Cash Proceeds from any ” (e) On the 361st day after the Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When or, at the Company’s option, any earlier date), if the aggregate amount of Collateral Excess Proceeds then exceeds $10,000,00025.0 million, the Issuers shall Company will make an Asset Sale Offer to Purchase, from all Holders on a pro rata basisof Notes, Notes in an aggregate and to all holders of Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount equal to of Notes and such Pari Passu Indebtedness that may be purchased out of the Collateral Excess Proceeds, at a Purchase Price . The offer price in cash any Asset Sale Offer will be equal to 100% of the principal amount thereof, together with plus accrued and unpaid interest, if any, to the Purchase Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Settlement Date, and will be payable in cash. The Company may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 360 days (or such longer period provided above). If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis as set forth in Section 3.09(h). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (f) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any amount securities laws or regulations conflict with the provisions of Collateral Excess Proceeds remains after completion of such Offer to Purchasethis Section 4.10, the Company may use will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required provisions by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion virtue of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zeroconflict. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary to, consummate an make any Asset Sale unless: unless the following conditions are met: (i1) the Company or such Restricted SubsidiaryThe Asset Sale is for fair market value, as determined in good faith by either the case may be, receives consideration at Board of Directors or the time of such Asset Sale at least equal to the Fair Market Value finance committee (or its successor committee) of the Property or assets sold or otherwise disposed of; Board of Directors. (ii2) at At least 8575% of the consideration consists of (A) cash or Cash Equivalents received by the Company or such Restricted Subsidiary for such Property at closing, (B) property or assets consists of cash or Eligible Cash Equivalents; provided that (other than Capital Stock) to be owned by and used in the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) business of the Company or any Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate of a nature or type used in a business similar or related to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by the transferee business of any such assets (and for which the Company receives and its Restricted Subsidiaries on the date of such Asset Sale or (C) Capital Stock in one or more Persons principally engaged in a written release from the creditors) will be deemed to be cash for the Permitted Business which thereby become Restricted Subsidiaries. (For purposes of this clause (ii2); , the assumption by the purchaser of Debt or other obligations (other than Subordinated Debt) of the Company or a Restricted Subsidiary pursuant to a customary novation agreement, and instruments or securities received from the purchaser that are promptly, but in any event within 30 days of the closing, converted by the Company to cash, to the extent of the cash actually so received, shall be considered cash received at closing.) (iii3) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (A) or (B) in each case to the extent that the Company elects or is so required: may be used (A) to permanently repay Debt other than Subordinated Debt of the Company or purchase a Guarantor or any Debt of a Restricted Subsidiary that is not a Guarantor (and reduce outstanding Applicable Debt and, in the case of a revolving loans and other similar obligationscredit, permanently reduce the commitment thereunder; providedthereunder by such amount), however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) in each case owing to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (a Person other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary, or (B) to acquire all or substantially all of the assets of a Permitted Business, to purchase equity interests in a Restricted Subsidiary from a third party, or to acquire a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in the normal course a Permitted Business, or to make capital expenditures or otherwise acquire long-term assets that are to be used in a Permitted Business. (4) The Net Cash Proceeds of business shall an Asset Sale not be subject applied pursuant to clause (ii3) within 360 days of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral . Excess Proceeds of less than $10.0 million will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds $10,000,00010.0 million, the Issuers shall Company must, within 30 days, make an Offer to Purchase, from all Holders on Purchase notes having a pro rata basis, Notes in an aggregate principal amount equal to the Collateral to (A) accumulated Excess Proceeds, at multiplied by (B) a Purchase Price in cash fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Debt similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest $1,000. The purchase price for the Notes will be 100% of the principal amount thereof, together with plus accrued interest, if any, interest to the Purchase Datedate of purchase. To the extent that any amount of Collateral Excess Proceeds remains after Upon completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to Excess Proceeds will be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4reset at zero.

Limitation on Asset Sales. (a) The Company After the Funding Date, the Parent will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: : (ia) the Company Parent or such Restricted Subsidiary, as the case may be, receives consideration at the time of consummation of such Asset Sale at least equal to the Fair Market Value (which may be measured as of the Property date of the definitive agreement with respect to such Asset Sale) of the assets or assets Equity Interests issued or sold or otherwise disposed of; and (iib) at least 8575% of the total consideration from such Asset Sale and all other Asset Sales on a cumulative basis since the Funding Date received by the Company Parent or such Restricted Subsidiary for such Property or assets consists Subsidiary, as the case may be, is in the form of cash or Eligible Cash Equivalents; provided that for purposes of this Section 7.6(b) only and no other purpose, each of the amount following will be deemed to be cash (without duplication): (i) (x) in the case of an Asset Sale of Residual Collateral or of Equity Interests that do not constitute Pledged Equity, any liabilities (liabilities, as shown on the Company's or such Restricted Subsidiary's Parent’s most recent consolidated balance sheet) , of the Company Parent or any Restricted Subsidiary (other than Disqualified Stock, contingent liabilities and other liabilities that are by their terms subordinated in right of payment to the Term Loan Obligations) and (y) in the case of an Asset Sale of Primary Collateral, any liabilities, as shown on the Parent’s most recent consolidated balance sheet, of the Parent or any Restricted Subsidiary that constitutes (1) Secured Indebtedness (other than Disqualified Stock, contingent liabilities and other liabilities that are by their terms subordinated in right of payment to the Term Loan Obligations) or (2) Indebtedness of a Non-Guarantor Subsidiary, in each case of (1) and (2), other than Indebtedness owed to the Parent or a Restricted Subsidiary and, in the case of each of (x) and (y), that are assumed by the transferee of any such assets pursuant to a novation or indemnity agreement that releases the Parent or such Restricted Subsidiary from or indemnifies the Parent or such Restricted Subsidiary against further liability; (ii) (x) in the case of an Asset Sale of Equity Interests that do not constitute Pledged Equity, Indebtedness (other than Disqualified Stock, contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by Term Loan Obligations) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale and (y) unsecured liabilitiesin the case of an Asset Sale of Pledged Equity, (1) Secured Indebtedness (other than Disqualified Stock, contingent liabilities and other liabilities that are assumed by their terms subordinated in writing by right of payment to the transferee Term Loan Obligations) or (2) Indebtedness of a Non-Guarantor Subsidiary, in each case of (1) and (2), other than Indebtedness owed to the Parent or a Restricted Subsidiary, of any Subsidiary Guarantor that is no longer a Subsidiary Guarantor as a result of such assets Asset Sale; provided in the case of each of (x) and for which (y), that the Company receives a written release Parent and each Restricted Subsidiary are released from the creditors) will be deemed to be cash for the purposes any Guaranty of this clause (ii); and such Indebtedness in connection with such Asset Sale; (iii) the Net Cash Proceeds any securities, notes or other obligations received by the Company Parent or any such Restricted Subsidiary from such transferee that are, within 180 days after receipt thereof, converted by the Parent or such Restricted Subsidiary relating into cash or Cash Equivalents, to Assets Sales are applied as set forth the extent of the cash or Cash Equivalents received in clause that conversion; (Aiv) any stock or assets of the kind referred to in clauses (Ba)(ii) and (a)(iii) of the definition of Reinvestment Notice; and (v) (x) in each the case of an Asset Sale of Primary Collateral, to the extent that the Company elects addition of such Designated Non-cash Consideration as Collateral in accordance with the Collateral and Guaranty Requirements is necessary to cause the Collateral Coverage Ratio to equal at least 1.50 to 1.00, any Designated Non-cash Consideration of a type that constitutes Primary Collateral and (y) in all other cases, any Designated Non-cash Consideration received by the Parent or any of its Restricted Subsidiaries in such Asset Sale, having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this Section 7.6(b)(v) that is so required: at the time outstanding, not to exceed the greater of (A1) $100,000,000 and (2) 3.0% of the Parent’s Consolidated Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received without giving effect to repay or purchase and reduce outstanding Applicable Debt and, subsequent changes in value); provided that in the case of revolving loans and other any Asset Sale pursuant to a condemnation, seizure, appropriation or similar obligationstaking, reduce the commitment thereunder; providedincluding by deed in lieu of condemnation, howeveror any casualty, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; actual or (B) to constructive total loss or an investment in Replacement Assets; provided, however, that such investment occurs agreed or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateralcompromised total loss, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business Sale shall not be subject required to clause (iisatisfy the requirements of Sections 7.6(a) of the immediately preceding sentenceand 7.6(b). (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.

Limitation on Asset Sales. (aI) The Company No Borrower will, or will not, and will not permit any Restricted Subsidiary Guarantor to, consummate an any Asset Sale (other than an Involuntary Transfer) unless: : (i1) the Company such Borrower or such Restricted SubsidiaryGuarantor, as the case may be, receives consideration at the time of consummation of such Asset Sale at least equal to the Fair Market Value of the Property assets or assets Equity Interests issued or sold or otherwise disposed of; and (2) the consideration received in such Asset Sale by such Borrower or such Guarantor shall be comprised of not less than 75% cash or Cash Equivalents or, if such Asset Sale is a sale of Collateral, cash or Cash Equivalents in an amount not less than the product of (i) the ratio of (a) the Fair Market Value of such sold or disposed Collateral to (b) the Fair Market Value of all Collateral, in each case, calculated immediately prior to such Asset Sale and (ii) the aggregate principal amount of all Term Loans outstanding at least 85% the time of such Asset Sale; provided, however, to the extent that any disposition in such Asset Sale was of Collateral, the non-cash consideration received is pledged as Collateral under the Collateral Agreements within 20 Business Days, in accordance with the requirements set forth in this Agreement; (II) For purposes of this provision, each of the consideration received by the Company following will be deemed to be cash: (a) any Indebtedness or such Restricted Subsidiary for such Property or assets consists of cash or Eligible Cash Equivalents; provided that the amount of any liabilities (other liabilities, as shown on in the Company's or such Restricted Subsidiary's most recent balance sheet) unaudited consolidating financial information of the Company Borrowers, of a Borrower or any Restricted Subsidiary of a Guarantor (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesLoan Document Obligations) that are assumed in writing assumed, repaid or retired by the transferee of any such assets so long as such Borrower or such Guarantor is released from further liability; (and for which the Company receives a written release from the creditorsb) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds any securities, notes or other obligations received by the Company a Borrower or any Guarantor from such transferee that are, subject to ordinary settlement periods, converted by such Borrower or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (A) Guarantor into cash or (B) in each case Cash Equivalents within one year following the closing of such Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion; and (c) any stock or assets of the Company elects kind referred to in Section 7.22(III)(4). (III) Within 365 days after the receipt of any Net Proceeds from an Asset Sale (including an Involuntary Transfer), the applicable Borrower or is so required: the applicable Guarantor, as the case may be, may apply such Net Proceeds at its option to any combination of the following: (A1) to purchase, repay or purchase and reduce outstanding Applicable Debt prepay secured Indebtedness of the Borrower or any Guarantor or, in the case of an Asset Sale other than of Collateral, any Indebtedness (other than Indebtedness that is subordinated in right of payment to the Loan Document Obligations, whether or not secured) of any Borrower or any Guarantor (and, in the case of revolving loans and other similar obligations, to correspondingly reduce commitments with respect thereto); (2) [Reserved.] (3) to make a capital expenditure for any Borrower or any Guarantor; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business (including, without limitation, Vessels, related assets and any related Ready for Sea Costs) for any Borrower or any Guarantor or make any deposit, installment or progress payment in respect of such assets or payment of any related Ready for Sea Costs; provided that (x) a binding commitment made within the commitment thereunder; provided365-day period described above by the Borrowers or the applicable Guarantor to apply Net Proceeds from an Asset Sale in accordance with clauses (3) and (4) above shall toll the 365-day period in respect of such Net Proceeds for a period not to exceed 180 days from the expiration of the aforementioned 365-day period, however, provided that such repayment Net Proceeds are actually used within the later of 365 days from their receipt from such Asset Sale or 180 days from the date of such binding commitment; provided further that a binding commitment to apply Net Proceeds from an Asset Sale to the purchase, acquisition or construction of an Additional Vessel shall instead toll the 365-day period in respect of such Net Proceeds for a period not to exceed 365 days from the expiration of the aforementioned 365-day period so long as such Net Proceeds are actually used within the later of 365 days from their receipt from such Asset Sale or 365 days from the date of such binding commitment; (y) if the assets sold or transferred in such Asset Sale constituted Collateral, the applicable Borrower shall pledge or cause the applicable Guarantor to pledge any assets (including any acquired Capital Stock) acquired with the Net Proceeds of such Asset Sale pursuant to clause (4) above to secure the Secured Obligations on a first-priority basis (subject to Permitted Collateral Liens) pursuant to the Collateral Agreements and commitment reduction occurs (z) if the assets sold or transferred in such Asset Sale include a Vessel that does not constitute Collateral, then the applicable Borrower or the applicable Guarantor, as the case may be, may with respect to the Net Proceeds of up to two Vessels elect to, in lieu of the application or investment provided in clauses (1) through (4) above, apply such Net Proceeds within 270 30 days following the receipt of proceeds from such Net Cash Proceeds; or Asset Sale to (Bi) to an investment in Replacement Assets; provided, however, that repay all Indebtedness secured by such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds assets and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) purchase, repay or prepay any other Indebtedness of any Borrower or any Guarantor so that the aggregate principal amount of the immediately preceding sentenceCombined Total Indebtedness of the Borrowers and the Guarantors does not exceed 75% of the sum of the Completed Vessel Value and the Contracted Vessel Value at such time (an Asset Sale of a Vessel whose Net Proceeds are applied pursuant to this clause (z), a “Non-Collateral Vessel Sale”). (bIV) Pending the final application of any Net Proceeds, the applicable Borrower or the applicable Guarantor may apply the Net Proceeds to temporarily reduce outstanding revolving credit Indebtedness of any Borrower or any Guarantor, respectively, or invest the Net Proceeds in cash and Cash Equivalents. (V) Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in Section 7.22(III) will constitute “Excess Proceeds.” For the avoidance of doubt, the application of Net Proceeds relating to a Vessel that does not constitute Collateral in accordance with clause (z) in Section 7.22(III) will be deemed to have fully satisfied the application of all Net Proceeds from the applicable Asset Sale of such Vessel. Subject to Section 4.10 when the aggregate amount of Excess Proceeds from any Asset Sale involving or (Asset Sales) in respect of assets that constituted Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,00050,000,000, the Issuers shall make an Offer to PurchaseTerm Borrowers will, from all Holders on a pro rata basisor will cause the applicable Guarantor to, Notes within 10 Business Days thereof, prepay Term Loans in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to lesser of (x) 100% of such Excess Proceeds and (y) the product of (i) the ratio of (a) the Fair Market Value of such sold or disposed Collateral to (b) the Fair Market Value of all Collateral, in each case, calculated immediately prior to the applicable Asset Sale and (ii) the aggregate principal amount thereof, together with accrued interest, if any, of all Term Loans outstanding at the time of such Asset Sale. Subject to the Purchase Date. To provisions of Section 10.06 and the extent that any amount of Collateral Excess Proceeds remains after completion of such Offer to Purchasenext succeeding sentence, the Company may use Term Borrowers shall select the Borrowing or Borrowings to be prepaid pursuant to this Section 7.22 and shall specify such remaining amount for general corporate purposesselection in a notice delivered by an Authorized Representative of the Term Borrowers to the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office at least three (3) Business Days prior to the date of prepayment. In the event of any prepayment of Term Loans pursuant to this Section 7.22 made at a time when Borrowings of Term Loans of more than one Class remain outstanding, and the amount of Collateral Excess Proceeds Term Borrowers shall select Borrowings to be reset to zero. (d) When prepaid so that the aggregate amount of Excess Proceeds exceeds $5,000,000, such prepayment is allocated among the Issuers Borrowings in respect of each Class of Term Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. The aggregate principal amount of any prepayment of Term Loans of any Class pursuant to this Section 7.22 shall make an Offer be applied to Purchase, from all Holders the remaining scheduled installments of principal with respect to such Class of Term Loans on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after Upon completion of such Offer each prepayment pursuant to Purchasethis Section 7.22, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall will be reset to at zero. (eVI) On or before the Purchase Date, the Trustee shall, Notwithstanding anything to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers contrary contained in accordance with the terms of this Section 47.22 with respect to any Asset Sale that is an Event of Loss, such Event of Loss and the application of the Event of Loss Proceeds in respect thereof will be governed by Section 4.02(a) and not this Section 7.22.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: : (i1) the Company or such 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 Property or assets sold or otherwise disposed of; disposed; (ii2) at least 8570% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Restricted Subsidiary for such Property or assets consists Asset Sale is in the form of cash or Eligible Cash EquivalentsEquivalents and is received at the time of such disposition; provided that the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent applicable balance sheet) of the Company or any such Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesNotes) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will shall be deemed to be cash for the purposes of this clause provision to the extent that the documents governing such liabilities provide that there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities; and (ii); and (iii3) the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds received relating to such Asset Sale within 360 days of receipt thereof either: (a) to the extent the assets and property sold pursuant to such Asset Sale constitute RCF Priority Collateral or Shared Collateral, to repay Indebtedness under the Credit Agreement; (i) to make an investment in properties and assets that replace the properties and/or assets that were the subject of such Asset Sale or in long-term properties and/or assets that will be used in a Related Business ("Replacement Assets") or (ii) to make expenditures for maintenance, repair or improvement of existing long-term properties or assets; or (c) a combination of prepayment and investment permitted by the foregoing clauses (3)(a) and (3)(b). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) or (3)(c) of the preceding paragraph (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause make an offer to purchase (Athe "Net Proceeds Offer") or on a date (Bthe "Net Proceeds Offer Payment Date") in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 not less than 30 nor more than 60 days following the receipt of such applicable Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to PurchaseTrigger Date, from all Holders and all holders of other Applicable Indebtedness (other than Indebtedness under the Credit Agreement) containing provisions similar to those set forth in this Section 4.10 on a pro rata basis, Notes in an aggregate the maximum principal amount equal to of Notes and such other Applicable Indebtedness that may be purchased with the Collateral Excess Proceeds, Net Proceeds Offer Amount at a Purchase Price in cash price equal to 100% of the principal amount thereofthereof (or if such Indebtedness was issued with original issue discount, together with 100% of the accreted value), plus accrued interestand unpaid interest and Additional Interest thereon, if any, to the Purchase Date. To the extent that any amount date of Collateral Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Datepurchase; provided, however, that (x) if the Issuers elect (or are required at any time any non-cash consideration received by the terms 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 on the date of such conversion or disposition, as the case may be, and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.10 and (y) notwithstanding anything to the contrary in this Section 4.10, if within 360 days of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to PurchaseAsset Sale, the Company may use such remaining amount or any Domestic Restricted Subsidiary enters into one or more definitive agreements for general corporate purposes, and the amount acquisition and/or construction of Excess Proceeds shall be reset to zero. (e) On a Replacement Asset consisting of a manufacturing or before the Purchase Datedistribution facility having a Fair Market Value of at least $1.0 million, the Trustee shall, Net Cash Proceeds of such Asset Sale shall not constitute a Net Proceeds Offer Amount to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Net Cash Proceeds are applied in accordance with the terms of such definitive agreement for (aa) the acquisition of such manufacturing or distribution facility or the real property upon which such manufacturing or distribution facility is to be situated and/or (yy) the construction of such manufacturing or distribution facility. The Company may defer any Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Asset Sales in which case the accumulation of such amount shall constitute a Net Proceeds Offer Trigger Date (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to the immediately preceding paragraph). Upon the completion of each Net Proceeds Offer, the Net Proceeds Offer Amount will be reset at zero. 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 entity shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.4.10, and shall comply with the provisions of this Section 4.10 with respect to such deemed sale as if it constituted an Asset Sale. In addition, the Fair Market Value of

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate make an Asset Sale unless: : (i1) the Company or such Restricted Subsidiary receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the shares, property or assets being disposed of in the Asset Sale; and (2) except in the case of a Permitted Asset Swap, at least 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, receives consideration at from the time of such Asset Sale is in the form of cash or Cash Equivalents. Within one year from the receipt of Net Available Cash from an Asset Sale, the Company may, at least equal to its election or as required by the Fair Market Value terms of the Property or assets sold or otherwise disposed of; any Credit Facility, use such Net Available Cash to: (i) acquire Additional Assets; (ii) make capital expenditures used or useful in a Related Business; and/or (iii) prepay, repay or purchase: (A) Secured Debt, including, without limitation, Secured Debt under either of the U.S. Credit Facilities or under any other Credit Facility (and to correspondingly reduce commitments with respect thereto); (B) other Debt (other than Subordinated Debt) (and to correspondingly reduce commitments with respect thereto); provided that, to the extent the Company reduces such Debt, the Company shall equally and ratably reduce obligations under the Notes as provided under Article 3 of this Indenture and Section 5 of the Notes, through open-market purchases (to the extent such purchases are at least 85or above 100% of the consideration received principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or (C) Debt of a Restricted Subsidiary of the Company that is not a Guarantor, other than Debt owed to the Company or such Restricted Subsidiary for such Property or assets consists an Affiliate of cash or Eligible Cash Equivalentsthe Company; provided that the amount of any liabilities (as shown on the Company's or if during such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (A) or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or one-year period the Company or such Restricted Subsidiary enters into contractual commitments a definitive binding agreement committing it to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of apply such Net Available Cash Proceeds and Net Cash Proceeds contractually committed are commenced to in accordance with the requirements of the preceding clause (i) or (ii) after such one year period, such one-year period shall be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, extended with respect to Asset Sales involving Collateralthe amount of Net Available Cash so committed for a period not to exceed 180 days until such Net Available Cash is required to be applied in accordance with such agreement (or, if earlier, until termination of such Replacement Assets shall become subject to a Second Priority Lien agreement). The amount of Net Available Cash not applied or invested as provided in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business 4.11(a) shall not be subject to clause (ii) of the immediately preceding sentenceconstitute “Excess Proceeds.” (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,00050.0 million, the Issuers Company shall be required to make an Offer offer to Purchase, purchase from all Holders on and, if applicable, redeem (or make an offer to do so) any Debt of the Company or any Guarantor that ranks pari passu in right of payment with the Notes or the Guarantees (“Pari Passu Debt”) the provisions of which require the Company to redeem or purchase such Debt with the proceeds from any Asset Sales (or offer to do so), for a pro rata basis, Notes in an aggregate principal amount purchase price equal to the amount of such Excess Proceeds as follows: (1) the Company shall (a) make an offer to purchase (an “Asset Sale Offer”) to all Holders in accordance with the procedures set forth in this Section 4.11, and (b) redeem or purchase (or make an offer to do so) any such other Pari Passu Debt, pro rata in proportion to the respective principal amounts (or accreted value in the case of Debt issued at a discount) of the Notes and such other Pari Passu Debt required to be redeemed or purchased, the maximum principal amount (or accreted value) of Notes and Pari Passu Debt that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds, at a Purchase Price ; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount thereofof the Notes tendered pursuant to an Asset Sale Offer, together with plus accrued interestand unpaid interest thereon, if any, to, but excluding, the date such Asset Sale Offer is consummated (the “Offered Amount”), in accordance with the procedures set forth in this Section 4.11, and the redemption price for such Pari Passu Debt (the “Pari Passu Debt Amount”) shall be as set forth in the related documentation governing such Debt; (3) if the aggregate Offered Amount of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Purchase Date; providedNotes, however, that if the Issuers elect Notes to be purchased shall be selected on a pro rata basis (or are required by otherwise in accordance with applicable Depository procedures); and (4) upon completion of such Asset Sale Offer in accordance with the terms foregoing provisions, the amount of any Applicable Debt), Excess Proceeds with respect to which such Asset Sale Offer was made shall be deemed to Purchase may be made ratably to purchase the Notes and such Applicable Debtzero. To the extent that any amount the sum of Excess Proceeds remains after completion the aggregate Offered Amount of Notes tendered pursuant to an Asset Sale Offer and the aggregate Pari Passu Debt Amount paid to the holders of such Offer to PurchasePari Passu Debt is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Company may use such remaining amount the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, and subject to the amount provisions of Excess Proceeds shall be reset to zerothis Indenture. (ec) On or before Solely for the Purchase Datepurposes of Section 4.11(a)(2), the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee following shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes be deemed to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.cash:

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, consummate an make any Asset Sale unless: unless (i) the Company or 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 fair market value (as determined in good faith by the Board of Directors as evidenced by a resolution of the Property or Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets sold or otherwise disposed of; subject to such Asset Sale, (ii) at least 85% of the consideration received by the Company or such Restricted Subsidiary for such Property Asset Sale is in the form of cash, Cash Equivalents or assets consists of cash or Eligible Cash Equivalents; provided that the amount of 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 (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesof the Notes) that are assumed in writing by the transferee of any such assets (and for which provided, that following such Asset Sale there is no further recourse to the Company receives a written release from the creditors) will be deemed and its Restricted Subsidiaries with respect to be cash for the purposes of this clause (iisuch liabilities); , and (iii) within 12 months of such Asset Sale, the Net Cash Proceeds received by thereof are (a) invested in assets related to the business of the Company or such its Restricted Subsidiary relating Subsidiaries or (b) to Assets Sales are applied the extent not used as set forth provided in clause (A) or a), applied to make an offer to purchase Notes as described below (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunderan "Excess Proceeds Offer"); provided, however, that such repayment and commitment reduction occurs within 270 days following if (x) the receipt amount of such Net Cash Proceeds; Proceeds from any Asset Sale not invested pursuant to clause (a) above is less than $5.0 million or (By) to the Net Proceeds from an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining Asset Sale of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, Collateral with respect to Asset Sales involving Collateralwhich the Lien thereon is subordinate to the Lien securing obligations under the Revolving Credit Facility are used to repay obligations under the Revolving Credit Facility, the Company shall not be required to make an offer pursuant to clause (b). Pending the final application of any such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9Net Proceeds, Asset Swaps entered into by the Company or any Restricted Subsidiary may temporarily reduce Indebtedness under the Revolving Credit Facility or temporarily invest such Net Proceeds in Cash Equivalents. The amount of Net Proceeds not invested as set forth in the normal course of business shall not be subject to preceding clause (iia) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute constitutes "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used If the Company elects, or becomes obligated to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral make an Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Offer to PurchaseOffer, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset offer to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, purchase Notes in having an aggregate principal amount equal to the Excess ProceedsProceeds (the "Purchase Amount"), at a Purchase Price in cash purchase price equal to 100% of the aggregate principal amount thereof, together with plus accrued and unpaid interest, if any, to the Purchase Date; provided, however, purchase date. The Company must commence such Excess Proceeds Offer not later than 30 days after the expiration of the 12-month period following the Asset Sale that if produced Excess Proceeds. If the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to aggregate purchase price for the Notes and such Applicable Debt. To tendered pursuant to the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchaseis less than the Excess Proceeds, the Company and its Restricted Subsidiaries may use the portion of the Excess Proceeds remaining after payment of such remaining amount purchase price for general corporate purposes, and the amount of . Each Excess Proceeds Offer shall be reset to zero. remain open for a period of 20 Business Days and no longer, unless a longer period is required by law (e) On 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 before deliver payment for the Purchase DateAmount for the Notes or portions thereof tendered, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis 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 deem fair be conducted in compliance with all applicable laws, including without limitation, Regulation 14E of the Exchange Act and appropriate 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 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, if an Excess Proceeds Offer is required by the terms of this Indenture, by mailing to the extent necessaryTrustee 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: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.10, the principal amount of Notes which shall be accepted for payment and that all Notes validly tendered shall be accepted for payment on a pro rata basis; (2) the purchase price and the date of purchase; (3) that any Notes not tendered or accepted for payment pursuant to the Excess Proceeds Offer shall continue to accrue interest; (4) that, unless the Company defaults in the payment of the purchase price with respect to any Notes tendered, Notes accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest after the Excess Proceeds Payment Date; (5) that Holders electing to have Notes purchased pursuant to an Excess Proceeds Offer shall be required to surrender their Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company prior to the close of business on the third Business Day immediately preceding the Excess Proceeds Payment Date; (6) that Holders shall be entitled to withdraw their election if the Company receives, not later than the close of business on the second Business Day preceding the Excess Proceeds Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (7) that Holders whose Notes are purchased only in part shall be issued Notes representing the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in principal amount of $1,000 or whole multiples thereof; and (8) the instructions that Holders must follow in order to tender their Notes. On or before the Excess Proceeds Payment Date, the Company shall (i) accept for payment on a pro rata basis the Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to PurchaseExcess Proceeds Offer, (ii) deposit with the Paying Agent U.S. legal tender money sufficient to pay the purchase price plus accrued interest, if any, on the of all Notes to be purchased or portions thereof so accepted and (iii) deliver to the Trustee the Notes so accepted, together with an Officers' Certificate stating that such the Notes or portions thereof were tendered to the Company are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment by in an amount equal to the Issuers purchase price of such Notes, and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in accordance with principal amount to any unpurchased portion of the terms Note surrendered. The Company shall make a public announcement of the results of the Excess Proceeds Offer as soon as practicable after the Excess Proceeds Payment Date. For the purposes of this Section 44.10, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. (a) The Company and Parent will not, and will not permit any Restricted Subsidiary to, consummate make any Asset Sale unless the following conditions are met: (i) The Asset Sale is for fair market value, as determined in good faith by the Board of Directors of Parent. (ii) At least 75% of the consideration consists of cash or Cash Equivalents received at closing or Additional Assets or any combination of the foregoing. For purposes of this paragraph (ii), except in connection with a disposition of Collateral, each of the following will be deemed to be cash: (A) any liabilities of the Company, Parent or such Restricted Subsidiary (other than Subordinated Debt) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company, Parent or such Restricted Subsidiary from further liability; and (B) any liabilities of the Company, Parent or such Restricted Subsidiary (other than Subordinated Debt) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company, Parent or such Restricted Subsidiary from further liability. (iii) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, unless the Asset Sale was of Collateral, the Net Cash Proceeds may be used: (A) to permanently repay secured Debt of the Company or a Guarantor or any Debt of a Restricted Subsidiary that is not a Guarantor (and in the case of a revolving credit, permanently reduce the commitment thereunder by such amount), in each case owing to a Person other than the Company or any Restricted Subsidiary, or (B) to acquire all or substantially all of the assets of a Permitted Business, or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business, or to make capital expenditures or otherwise acquire long-term assets that are to be used in a Permitted Business. (iv) The Net Cash Proceeds of an Asset Sale unless: not applied pursuant to paragraph (iiii) within 360 days of the Asset Sale (including proceeds of any disposition of Collateral, which are not permitted to be applied pursuant to paragraph (iii)) constitute “Excess Proceeds.” Excess Proceeds of less than US$10.0 million (or the equivalent in other currencies) will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds such amount, the Company must, within 30 days, make an Offer to Purchase Notes having a principal amount equal to: (A) accumulated Excess Proceeds, multiplied by (B) a fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Debt similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest US$1,000. The purchase price for the Notes will be 100% of the principal amount plus accrued interest to the date of purchase. If the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the Offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Notes in multiples of US$1,000 principal amount will be purchased, provided that the principal amount of such tendering holder’s Note will not be less than US$200,000. Upon completion of the Offer to Purchase, Excess Proceeds will be reset at zero, and any Excess Proceeds remaining after consummation of the Offer to Purchase may be used for any purpose not otherwise prohibited by the Indenture. On or prior to the purchase date, the Company may require that each obligor prepay the relevant Intercompany Loan to the extent necessary to finance any repurchase by the Company of the Notes tendered pursuant to the Offer to Purchase. If at any time any non-cash consideration received by the Company or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such in connection with any Asset Sale at least equal to the Fair Market Value of the Property is converted into or assets sold or otherwise disposed of; (ii) at least 85% of the consideration received by the Company or such Restricted Subsidiary for such Property or assets consists of cash or Eligible Cash Equivalents; provided that the amount of 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 (x) contingent liabilities and liabilities that are by their terms subordinate interest received with respect to any non-cash consideration), the Notes conversion or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) disposition will be deemed to be cash for the purposes of this clause (ii); constitute an Asset Sale hereunder and (iii) the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are thereof will be applied as set forth in clause (A) or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale within 360 days of conversion or disposition. The Company will not involving Collateral that are not used be required to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to PurchasePurchase following an Asset Sale if Parent, from all Holders on a pro rata basis, Notes Restricted Subsidiary or a third party makes the Offer to Purchase in an aggregate principal amount equal to the Collateral Excess Proceedsmanner, at a the times and otherwise in compliance with the requirements set forth in the Indenture applicable to an Offer to Purchase Price in cash equal to 100% of following an Asset Sale made by the principal amount thereof, together with accrued interest, Company and if any, to the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Person purchases all Notes validly tendered and not withdrawn under such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary to, consummate an any Asset Sale unless: unless (i) the Company or 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 Property or assets sold or otherwise disposed of; and property subject to such Asset Sale and (ii) at least 8575% of the aggregate consideration received paid to the Company or such Restricted Subsidiary in connection with such Asset Sale and all other Asset Sales since the Prior Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to asset swaps), the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities of any Guarantor that made such Asset Sale (other than liabilities of a Guarantor that are by their terms subordinated to such Guarantor’s Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities, or, solely in the case of any Asset Sale of Midstream Assets, Permitted MLP Securities. (b) The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary for such Property or assets consists of cash or Eligible Cash Equivalents; provided that Subsidiary, to the amount of any liabilities (as shown on extent the Company's Company or such Restricted Subsidiary elects (or is required by the terms of any Pari Passu Indebtedness of the Company or a Restricted Subsidiary's most recent balance sheet), to (1) repay any Indebtedness of the Company or any Restricted Subsidiary (Subsidiaries other than Subordinated Indebtedness; or (x2) contingent liabilities and liabilities that are reinvest in Additional Assets (including by their terms subordinate to the Notes or any Guarantee thereof means of an Investment in Additional Assets by any a Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the with Net Available Cash Proceeds received by the Company or such another Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (ASubsidiary) or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, make capital expenditures in the case of revolving loans Oil and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentenceGas Business. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds of less than $20,000,000 will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds $10,000,00020,000,000, the Issuers shall Company must, within 7 Business Days, make an Offer to Purchase, from all Holders on Purchase Notes having a pro rata basis, Notes in an aggregate principal amount equal to the Collateral to (1) accumulated Excess Proceeds, at multiplied by (2) a Purchase Price in cash fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all Pari Passu Indebtedness similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest $1,000. Any Offer to Purchase Notes pursuant to this Section 4.14(c) shall be made ratably to the Holders of the Notes on the basis of the principal amount of the Notes then outstanding. The purchase price for the Notes will be 100% of the principal amount thereof, together with plus accrued interest, if any, interest to the Purchase date of purchase (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). To the extent that any amount of Collateral Excess Proceeds remains after Upon completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to Excess Proceeds will be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4reset at zero.

Limitation on Asset Sales. (a) The Company Holdings will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: : (i1) Holdings (or the Company or 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 Property assets or assets Equity Interest issued or sold or otherwise disposed of; and (ii2) at least 8575% of the aggregate consideration to be received by Holdings and its Restricted Subsidiaries in such Asset Sale (determined on the Company or date of contractually agreeing to such Restricted Subsidiary for such Property or assets consists Asset Sale) and any other Asset Sale since the date of this Agreement, on a cumulative basis, is in the form of cash or Eligible Cash Equivalents; provided that . For purposes of this provision, each of the amount of following will be deemed to be cash: (a) any liabilities (liabilities, as shown on the Company's Holdings’ or such any Restricted Subsidiary's ’s most recent balance sheet) , of the Company Holdings or any such Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated in right of payment to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesObligations) that are assumed in writing by the transferee of any such assets (and for which the Company receives pursuant to a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by the Company customary novation agreement that releases Holdings or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause from further liability; and (Ab) any securities, notes or (B) in each case other obligations received by Holdings or any Restricted Subsidiary from such transferee that are, within 90 days after the Asset Sale, converted by Holdings or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash received in that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt andconversion, provided that in the case of revolving loans any Asset Sale pursuant to a condemnation, appropriation or similar governmental taking, including by deed in lieu of condemnation, such Asset Sale shall not be required to satisfy the requirements of items (1) and other similar obligations(2) above. Notwithstanding the preceding, reduce the commitment thereunder; provided75% limitation referred to above shall be deemed satisfied with respect to any Asset Sale to which such limitation applies in which the cash or Cash Equivalents portion of the consideration received therefrom, howeverdetermined in accordance with the preceding provision on an after-tax basis, that is equal to or greater than what the after-tax proceeds would have been had such repayment and commitment reduction occurs within 270 Asset Sale complied with the aforementioned 75% limitation. Within 365 days following after the receipt of such any Net Cash Proceeds; or Proceeds from an Asset Sale, Holdings (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such applicable Restricted Subsidiary enters into contractual commitments Subsidiary, as the case may be) may apply those Net Proceeds at its option to make such investment, subject only to customary conditions any combination of the following: (other than the obtaining of financing), on or 1) prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if anyEscrow Release Date, to permanently prepay or repay Indebtedness outstanding under the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Existing Credit Agreement in accordance with the terms thereof; (2) to repay any Loans or other Obligations then outstanding hereunder; (3) with the prior written consent of the Administrative Agent (unless such Net Proceeds are from Asset Sales of Indenture Collateral, in which case such consent shall not be required), to permanently prepay, repay, redeem, defease or purchase the Indenture Notes or any other Indebtedness of Holdings or any of its Restricted Subsidiaries permitted to be incurred under the terms of this Agreement and, in each case, any obligations with respect thereto (subject to limitations in Section 8.01); provided that (a) Indebtedness permitted to be prepaid, repaid, redeemed, defeased or purchased pursuant to this clause (3) shall in no circumstances include (x) Indebtedness described in preceding clauses (1) or (2), (y) any intercompany Indebtedness of Holdings or any of its Restricted Subsidiaries to Holdings or any of its Affiliates or (z) any trade payables or taxes owed or owing by Holdings or any of its Restricted Subsidiaries and (b) the aggregate amount of all prepayments, repayments, redemptions, defeasances or purchases pursuant to this clause (3) from and after the Effective Date (other than with Net Proceeds of Asset Sales of Indenture Collateral) shall not exceed an amount equal to (A) $35,000,000, less (B) the aggregate amount of all payments, purchases, redemptions or other acquisitions or retirements made in reliance on Section 8.01(5)(c)(ii) and Section 8.01(3)(c) plus (C) the aggregate amount of Commitment reductions that are rejected by the Lenders pursuant to the third succeeding paragraph (it being understood that any such prepayments, redemptions, defeasances or purchases pursuant to this sub-clause (C) shall be subject to the prior written consent of the Administrative Agent); (4) subject to compliance with the Additional Guarantor Requirement as of the date of such investment, to invest in or acquire Additional Assets; or (5) to make capital expenditures in respect of Holdings’ or its Restricted Subsidiaries’ Oil and Gas Business. The requirement of clause (4) or (5) immediately above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by Holdings or any of its Restricted Subsidiaries with a Person other than an Affiliate of Holdings within the time period specified above in this paragraph and such Net Proceeds are subsequently applied in accordance with such contract within six months following the date such agreement is entered into.

Limitation on Asset Sales. (a) The Company Issuers will not, and will not permit any Restricted Subsidiary of their Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company Issuers or such Restricted applicable 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 fair market value of the Property or assets sold or otherwise disposed ofof (as determined in good faith by the Board of Directors of the Company, and evidenced by a board resolution); (ii) at least 85not less than 80% of the consideration received by the Company or such Restricted Subsidiary for such Property or assets consists applicable Subsidiary, as the case may be, is in the form of cash or Eligible Cash Equivalents; provided that Equivalents other than in the amount of 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 (x) contingent liabilities and liabilities that are by their terms subordinate to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by the transferee of any such assets (and for which the Company receives is undertaking a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii)Permitted Asset Swap; and (iii) the Net Cash Asset Sale Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (Aa) or (B) in each case first, to the extent that the Company elects or any such Subsidiary, as the case may be, elects, or is so required: (A) , to prepay, repay or purchase and reduce outstanding Applicable Debt and, in indebtedness under the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs Senior Credit Facility within 270 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; PROVIDED that any such Net Cash Proceedsrepayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; or (Bb) 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 Replacement Assetsassets (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 such Subsidiary as conducted on the Issue Date; provided, however, PROVIDED that (1) such investment occurs or the Company or any such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day within 180 days following receipt of such Net Cash Asset Sale Proceeds and Net Cash (2) Asset Sale Proceeds so contractually committed are commenced to be so applied within 365 270 days following the receipt of such Net Cash Asset Sale Proceeds; and provided(c) third, further, that, 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 Asset Sales involving CollateralSale, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9Available Asset Sale Proceeds exceed $5 million, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make apply an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Collateral Excess ProceedsSecurities, at a Purchase Price purchase price in cash equal to 100% of the principal amount thereof, together with Accreted Value thereof plus accrued and unpaid interest, if any, to the Purchase Datepurchase date (an "EXCESS PROCEEDS OFFER"). To the extent that any amount of Collateral If an Excess Proceeds remains after completion of such Offer to Purchaseis not fully subscribed, the Company may use such remaining amount for general corporate purposes, and retain the amount portion of Collateral the Available Asset Sale Proceeds not required to repurchase Securities. If the Issuers are required to make an Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000Offer, the Issuers shall make an Offer to Purchasemail, from all Holders on within 30 days following the date specified in clause (iii)(c) above, a pro rata basis, Notes in an aggregate principal amount equal notice to the Excess Proceedsholders stating, among other things: (1) that such holders have the right to require the Issuers to apply the Available Asset Sale Proceeds to repurchase such Securities at a Purchase Price purchase price in cash equal to (x) 100% of the Accreted Value thereof, if the applicable purchase date is on or prior to September 30, 2000, or (y) 100% of the principal amount at maturity thereof, together with plus accrued and unpaid interest, if any, to the Purchase Date; providedpurchase date, howeverif the purchase date is after September 30, 2000; (2) the purchase date, which shall be no earlier than 30 days and not later than 45 days from the date such notice is mailed; (3) the instructions that each holder must follow in order to have such Securities purchased; (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the purchase of such Securities; (5) that if the Accreted Value of Securities tendered in the Asset Sale Offer exceeds the aggregate amount of Available Asset Sale Proceeds, the Issuers elect shall select the Securities to be purchased on a pro rata basis; (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent 6) that any amount Security not tendered will continue to accrete Accreted Value and accrue interest; (7) that, unless the Issuers default in making payment therefor, any Security accepted for payment pursuant to the Asset Sale Offer shall cease to accrete Accreted Value and accrue interest after the purchase date; (8) that Holders electing to have a Security purchased pursuant to the Asset Sale Offer will be required to surrender the Security, with the form entitled "Option of Excess Proceeds remains after completion Holder to Elect Purchase" on the reverse of such the Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Asset Sale Offer purchase date; (9) that Holders will be entitled to Purchasewithdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Asset Sale Offer purchase date, a facsimile transmission or letter setting forth the name of the Holder, the Company may use principal amount at maturity of the Security the Holder delivered for purchase and a statement that such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset Holder is withdrawing his election to zero.have such Security purchased; and (e10) that Holders whose Securities are purchased only in part will be issued new Securities in a principal amount at maturity equal to the unpurchased portion of the Securities surrendered. On or before the Purchase DateAsset Sale Offer purchase date, the Trustee shall, to the extent lawful, Issuers shall (i) accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes payment Securities or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to PurchaseAsset Sale Offer, (ii) deposit with the Paying Agent U.S. legal tender Legal Tender sufficient to pay the purchase price price, plus accrued interest, if any, on the Notes of all Securities to be purchased and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate stating that such Notes the Securities or portions thereof were accepted for payment being purchased by the Issuers Company. The Paying Agent shall promptly mail to the Holders of Securities so accepted payment in accordance with an amount equal to the terms purchase price, plus accrued interest, if any, thereon. For purposes of this Section 44.13, the Trustee shall act as the Paying Agent. In the event of the transfer of substantially all of the property and assets of the Issuers and their Subsidiaries as an entirety to a Person in a transaction permitted under Article Five, the successor Person shall be deemed to have sold the properties and assets of the Issuers and their Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. The Issuers shall comply with all tender offer rules under state and federal securities laws, including, but not limited to, Section 14(e) under the Exchange Act and Rule l4e-1 thereunder, to the extent applicable to such offer. To the extent that the provisions of any securities laws or regulations conflict with the foregoing provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the foregoing provisions of this Indenture by virtue thereof.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of the Restricted Subsidiary Subsidiaries of the Company to, consummate an make any Asset Sale unless: Disposition, unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of received from such Asset Sale Disposition is at least equal to the Fair Market Value of the Property Capital Stock, property or other assets sold or otherwise disposed of; sold, (ii) at least 8575% of the consideration received by from such Asset Disposition is in the Company form of Cash, Temporary Cash Investments or such Restricted Subsidiary for such Property or assets consists of cash or Eligible Cash Equivalents; Marketable Equity Securities (the "75% Test"), provided that the amount of 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 (x) contingent liabilities and liabilities that are by their terms subordinate to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating which are assumed by the transferee, cancelled or satisfied in any Asset Disposition (other than liabilities that are incurred in connection with or in anticipation of such Asset Disposition) as a credit against the purchase price therefor shall be deemed to Assets Sales are applied as set forth in clause (A) or (B) in each case be Cash to the extent that of the amount so credited for purposes of the 75% Test, and (iii) the Company elects applies, or is so required: (A) causes its Restricted Subsidiaries to repay or purchase and reduce outstanding Applicable Debt andapply, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor 100% of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used Disposition to reinvest in Replacement Assets or an offer (a "Net Proceeds Offer") to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess purchase Notes outstanding having a Net Proceeds Offer Price at least equal to such Net Proceeds." Any , such Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders commence on a pro rata basis, Notes in an aggregate principal amount equal to date not later than 360 calendar days after the Collateral Excess Proceeds, date of such Asset Disposition at a Purchase Price in cash purchase price (the "Net Proceeds Offer Price") equal to 100% of the principal amount thereof, together with plus accrued interest, if any, interest thereon to the closing date of the Net Proceeds Offer (the "Net Proceeds Purchase Date. To "), except to the extent that any amount such Net Proceeds have been applied either to (i) the permanent repayment of Collateral Excess Proceeds remains after completion principal and interest on Senior Indebtedness or Indebtedness of the Restricted Subsidiary of the Company that made such Offer Asset Disposition or to Purchase(ii) the purchase of assets or businesses in the same line of business as the Company and its Restricted Subsidiaries or assets incidental thereto. Notwithstanding anything to the contrary in this Section 4.10, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess will not be required to make a Net Proceeds shall be reset Offer with respect to zero. (d) When any Net Proceeds from Asset Dispositions until the aggregate amount of Excess Net Proceeds from Asset Dispositions in any period of 12 consecutive months which are not applied either to the permanent repayment of principal and interest on Indebtedness (as described above) or to the purchase of assets or businesses (as described above), exceeds $5,000,00010 million. For purposes of this Section 4.10, the Issuers principal amount of Notes for which a Net Proceeds Offer shall be made is referred to as the "Net Proceeds Offer Amount." (b) To the extent required by any pari passu Indebtedness, and provided there is a permanent reduction in the principal amount of such pari passu Indebtedness, the Company shall simultaneously with the Net Proceeds Offer make an Offer offer to Purchase, from all Holders on purchase such pari passu Indebtedness (a pro rata basis, Notes "Pari Passu Offer") in an amount (the "Pari Passu Offer Amount") equal to the Net Proceeds Offer Amount, as determined above, multiplied by a fraction, the numerator of which is the outstanding principal amount of such pari passu Indebtedness and the denominator of which is the sum of the outstanding principal amount of the Notes and such pari passu Indebtedness, in which case the Net Proceeds Offer Amount shall be correspondingly reduced by such Pari Passu Offer Amount. (c) The Company may credit against its obligation to make a Net Proceeds Offer pursuant to this Section 4.10 up to $2 million aggregate principal amount equal to the Excess Proceedsof Notes, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, which have been acquired by the Company and surrendered for cancellation after the making of the Net Proceeds Offer and which have not been used as a credit against or acquired pursuant to any prior obligation to make an offer to purchase Notes pursuant to the Purchase Date; provided, however, that if provisions set forth under Section 4.14 or this Section 4.10. (d) Upon notice of a Net Proceeds Offer provided to the Issuers elect (or are required Trustee by the terms of any Applicable Debt)Company, such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion notice of such Net Proceeds Offer shall be mailed by the Trustee (at the Company's expense) not less than 30 calendar days nor more than 60 calendar days before the Net Proceeds Purchase Date to Purchaseeach Holder of Notes at such Holder's last registered address appearing in the Register. The Company shall provide the Trustee with copies of all materials to be delivered with such notice. The notice shall contain all instructions and material necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer. In such notice, the Company may use such remaining amount for general corporate purposes, shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.10 and that it will purchase the principal amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, Notes equal to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Net Proceeds Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.Amount;

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, consummate an Asset Sale unless: : (i) the Company (or such the 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 Property or assets sold or otherwise disposed of, or Restricted Subsidiary Equity Interests issued, in such Asset Sale; and (ii) at least 8575.0% of the consideration therefor received by the Company or such Restricted Subsidiary for such Property or assets consists is in the form of cash or Eligible Cash Equivalents; provided that provided, however, that, for purposes of the provisions set forth in this clause (ii) and for no other purpose, the amount of (1) 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 (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesthereof) that are assumed in writing by the transferee of any such assets (and for which the Company receives pursuant to a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by customary novation agreement that releases the Company or such Restricted Subsidiary from further liability (or are otherwise extinguished in connection with the transactions relating to Assets Sales are applied as set forth in clause such Asset Sale), (A2) any securities, notes or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or obligations received by the Company or any such Restricted Subsidiary enters into contractual commitments to make from such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed transferee that are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into converted by the Company or any Restricted Subsidiary into cash or Cash Equivalents within 180 days of receipt, to the extent of the cash or Cash Equivalents received and (3) the Fair Market Value of any property or assets received (including any Capital Stock of any Person that shall be a Restricted Subsidiary following receipt thereof) that are used or useful in any Related Business, in each case shall be deemed to be cash. Within 365 days after the normal course Company or any Restricted Subsidiary’s receipt of business shall not be subject such Net Cash Proceeds, the Company or such Restricted Subsidiary may apply such Net Cash Proceeds, at its option: (1) to clause prepay or otherwise pay or repay, purchase, redeem, defease, discharge, cash-collateralize or otherwise acquire or retire (iiA) Secured Indebtedness of the Company or any Guarantor (and, if such Indebtedness is under a revolving credit facility, to correspondingly reduce commitments with respect thereto), (B) Senior Indebtedness (other than Secured Indebtedness) of the immediately preceding sentence. Company or any Guarantor (band, if such Indebtedness is under a revolving credit facility, to correspondingly reduce commitments with respect thereto); provided, however, that if any such Senior Indebtedness described in this clause (B) Any other than the Notes are repaid with such Net Cash Proceeds from any Asset Sale involving Collateral Proceeds, the Company shall equally and ratably reduce the Notes through open-market purchases (provided, however, that such purchases are not used to reinvest in Replacement Assets at or to repay Applicable Debt above 100% of the principal amount thereof), by redeeming Notes in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any 3.07 or by making an offer (in accordance with the procedures set forth below for an Asset Sale not involving Collateral that are not used Offer) to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, purchase at a Purchase Price in cash purchase price equal to 100% of the principal amount thereof, together plus accrued and unpaid interest, the pro rata principal amount of the Notes or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in the case of each of clause (A), (B) and (C), other than Indebtedness owed to the Company or its Affiliates; (2) to make an Investment in any one or more businesses (provided, however, that if such Investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary if it is not already a Restricted Subsidiary), assets, or property or capital expenditures (including refurbishments), in each case used or useful in a Related Business; or (3) to make a combination of any prepayments or other payments or repayments, purchases, redemptions, defeasances, discharges, cash collateralizations or other acquisitions or retirements and any Investments permitted by the foregoing clauses (1) and (2). In the case of an Investment contemplated by clause (2) above or clause (3) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment; provided, however, that in the event such binding commitment is later canceled or terminated for any reason before such Net Cash Proceeds are so applied, the Company or Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) to make an Investment permitted by such clause (2) or clause (3) within nine months of such cancellation or termination of the prior binding commitment; provided further, however, that the Company and its Restricted Subsidiaries may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale. (b) If, on the 366th day after receipt by the Company or a Restricted Subsidiary of Net Cash Proceeds with respect to an Asset Sale, any such Net Cash Proceeds have not been applied as permitted by Section 4.06(a) (such Net Cash Proceeds received and not so applied being “Excess Proceeds” and the date of such 366th day being an “Asset Sale Offer Trigger Date”), the Company or one or more Restricted Subsidiaries shall make an offer to all Holders and, if required or permitted by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness, to purchase (the “Asset Sale Offer”), on a date not less than 30 nor more than 60 days following the applicable Asset Sale Offer Trigger Date, from all Holders and holders of such Senior Indebtedness on a pro rata basis (or as nearly pro rata as practicable) based on the accreted value or principal amount, as applicable, of the Notes and such Senior Indebtedness tendered pursuant to such Asset Sale Offer, that amount of Notes and such Senior Indebtedness equal to the applicable Excess Proceeds (minus any federal, state, provincial, foreign and local taxes payable as a result of the transfer or deemed transfer of funds from the entity that made the Asset Sale to the entity that is making such Asset Sale Offer) at a price equal to 100.0% of the principal amount of the Notes to be purchased, plus accrued interestand unpaid interest thereon, if any, to but excluding the Purchase Date. To the extent that any amount date of Collateral Excess Proceeds remains after completion purchase (or, in respect of such Offer to PurchaseSenior Indebtedness, the Company may use price provided for by the terms of such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase DateSenior Indebtedness); provided, however, that if at any time any non-cash consideration received by the Issuers elect Company or any Restricted Subsidiary, 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, solely for purposes of the definition of Net Cash Proceeds, such conversion or disposition shall be deemed to constitute an Asset Sale, and the Net Cash Proceeds thereof shall be applied in accordance with the provisions of this Section 4.06 governing the application of the Net Cash Proceeds from an Asset Sale. If Holders do not tender Notes in an aggregate principal amount at least equal to the applicable Excess Proceeds for purchase in connection with any Asset Sale Offer, the Company and the Restricted Subsidiaries may use the portion of the Excess Proceeds not used to purchase Notes for any purpose not prohibited by this Indenture. Upon completion of each Asset Sale Offer, the Excess Proceeds shall be reduced by the amount of the Asset Sale Offer. Notwithstanding the occurrence of an Asset Sale Offer Trigger Date, the Company and the Restricted Subsidiaries may defer the Asset Sale Offer until there is an aggregate unutilized Excess Proceeds of at least $15.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Excess Proceeds, and not just the amount in excess of $15.0 million, shall be applied as required pursuant to this Section 4.06). The Company and the Restricted Subsidiaries may satisfy the obligations set forth in this Section 4.06(b) with respect to any Net Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds prior to an applicable Asset Sale Offer Trigger Date. If the date on which a Note is purchased pursuant to an Asset Sale Offer is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest on that Note shall be paid to the Person that was, at the close of business on such record date, the Holder of that Note, and no additional interest for the period to which that interest record date relates shall be payable, with respect to that Note, to the Person who tendered that Note pursuant to the Asset Sale Offer. (c) Each Asset Sale Offer shall be mailed (or are otherwise sent in accordance with applicable procedures of the Depository) to the record Holders as shown on the register of Holders within 30 days following the Asset Sale Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Asset Sale Offer, Holders may elect to tender their Notes in whole or in part in amounts equal to $2,000 or integral multiples of $1,000 in excess thereof in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Excess Proceeds, the tendered Notes shall be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the amount of Notes tendered. An Asset Sale Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. The Company shall comply with the terms requirements of Rule 14e-1 under the Exchange Act and any Applicable Debt), other securities laws and regulations thereunder to the extent such Offer laws and regulations are applicable in connection with the repurchase of Notes pursuant to Purchase may be made ratably to purchase the Notes and such Applicable Debtan Asset Sale Offer. To the extent that the provisions of any amount securities laws or regulations conflict with the requirements of Excess Proceeds remains after completion of such Offer to Purchasethis Section 4.06, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit comply with the Paying Agent U.S. legal tender sufficient applicable securities laws and regulations and shall not be deemed to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of have breached its obligations under this Section 44.06 by virtue thereof.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, consummate an Asset Sale unless: : (i) the Company (or such the 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 Property or assets sold or otherwise disposed of, or Restricted Subsidiary Equity Interests issued, in such Asset Sale; and (ii) at least 8575.0% of the consideration therefor received by the Company or such Restricted Subsidiary for such Property or assets consists is in the form of cash or Eligible Cash Equivalents; provided that provided, however, that, for purposes of the provisions set forth in this clause (ii) and for no other purpose, the amount of (1) 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 (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesthereof) that are assumed in writing by the transferee of any such assets (and for which the Company receives pursuant to a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by customary novation agreement that releases the Company or such Restricted Subsidiary from further liability (or are otherwise extinguished in connection with the transactions relating to Assets Sales are applied as set forth in clause such Asset Sale), (A2) any securities, notes or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or obligations received by the Company or any such Restricted Subsidiary enters into contractual commitments to make from such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed transferee that are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into converted by the Company or any Restricted Subsidiary into cash or Cash Equivalents within 180 days of receipt, to the extent of the cash or Cash Equivalents received and (3) the Fair Market Value of any property or assets received (including any Capital Stock of any Person that shall be a Restricted Subsidiary following receipt thereof) that are used or useful in any Related Business, in each case shall be deemed to be cash. Within 365 days after the normal course Company or any Restricted Subsidiary’s receipt of business shall not be subject such Net Cash Proceeds, the Company or such Restricted Subsidiary may apply such Net Cash Proceeds, at its option: (1) to clause prepay or otherwise pay or repay, purchase, redeem, defease, discharge, cash-collateralize or otherwise acquire or retire (iiA) Secured Indebtedness of the Company or any Guarantor (and, if such Indebtedness is under a revolving credit facility, to correspondingly reduce commitments with respect thereto), (B) Senior Indebtedness (other than Secured Indebtedness) of the immediately preceding sentence. Company or any Guarantor (band, if such Indebtedness is under a revolving credit facility, to correspondingly reduce commitments with respect thereto); provided, however, that if any such Senior Indebtedness described in this clause (B) Any other than the Notes are repaid with such Net Cash Proceeds from any Asset Sale involving Collateral Proceeds, the Company shall equally and ratably reduce the Notes through open-market purchases (provided, however, that such purchases are not used to reinvest in Replacement Assets at or to repay Applicable Debt above 100% of the principal amount thereof), by redeeming Notes in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any 3.07 or by making an offer (in accordance with the procedures set forth below for an Asset Sale not involving Collateral that are not used Offer) to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When all holders of the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer Notes to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, purchase at a Purchase Price in cash purchase price equal to 100% of the principal amount thereof, together plus accrued and unpaid interest, the pro rata principal amount of the Notes or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in the case of each of clause (A), (B) and (C), other than Indebtedness owed to the Company or its Affiliates; (2) to make an Investment in any one or more businesses (provided, however, that if such Investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary if it is not already a Restricted Subsidiary), assets, or property or capital expenditures (including refurbishments), in each case used or useful in a Related Business; or (3) to make a combination of any prepayments or other payments or repayments, purchases, redemptions, defeasances, discharges, cash collateralizations or other acquisitions or retirements and any Investments permitted by the foregoing clauses (1) and (2). In the case of an Investment contemplated by clause (2) above or clause (3) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment; provided, however, that in the event such binding commitment is later canceled or terminated for any reason before such Net Cash Proceeds are so applied, the Company or Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) to make an Investment permitted by such clause (2) or clause (3) within nine months of such cancellation or termination of the prior binding commitment; provided further, however, that the Company and its Restricted Subsidiaries may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale. (b) If, on the 366th day after receipt by the Company or a Restricted Subsidiary of Net Cash Proceeds with respect to an Asset Sale, any such Net Cash Proceeds have not been applied as permitted by Section 4.06(a) (such Net Cash Proceeds received and not so applied being “Excess Proceeds” and the date of such 366th day being an “Asset Sale Offer Trigger Date”), the Company or one or more Restricted Subsidiaries shall make an offer to all Holders and, if required or permitted by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness, to purchase (the “Asset Sale Offer”), on a date not less than 30 nor more than 60 days following the applicable Asset Sale Offer Trigger Date, from all Holders and holders of such Senior Indebtedness on a pro rata basis (or as nearly pro rata as practicable) based on the accreted value or principal amount, as applicable, of the Notes and such Senior Indebtedness tendered pursuant to such Asset Sale Offer, that amount of Notes and such Senior Indebtedness equal to the applicable Excess Proceeds (minus any federal, state, provincial, foreign and local taxes payable as a result of the transfer or deemed transfer of funds from the entity that made the Asset Sale to the entity that is making such Asset Sale Offer) at a price equal to 100.0% of the principal amount of the Notes to be purchased, plus accrued interestand unpaid interest thereon, if any, to but excluding the Purchase Date. To the extent that any amount date of Collateral Excess Proceeds remains after completion purchase (or, in respect of such Offer to PurchaseSenior Indebtedness, the Company may use price provided for by the terms of such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase DateSenior Indebtedness); provided, however, that if at any time any non-cash consideration received by the Issuers elect Company or any Restricted Subsidiary, 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, solely for purposes of the definition of Net Cash Proceeds, such conversion or disposition shall be deemed to constitute an Asset Sale, and the Net Cash Proceeds thereof shall be applied in accordance with the provisions of this Section 4.06 governing the application of the Net Cash Proceeds from an Asset Sale. If Holders do not tender Notes in an aggregate principal amount at least equal to the applicable Excess Proceeds for purchase in connection with any Asset Sale Offer, the Company and the Restricted Subsidiaries may use the portion of the Excess Proceeds not used to purchase Notes for any purpose not prohibited by this Indenture. Upon completion of each Asset Sale Offer, the Excess Proceeds shall be reduced by the amount of the Asset Sale Offer. Notwithstanding the occurrence of an Asset Sale Offer Trigger Date, the Company and the Restricted Subsidiaries may defer the Asset Sale Offer until there is an aggregate unutilized Excess Proceeds of at least $25,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Excess Proceeds, and not just the amount in excess of $25,000,000, shall be applied as required pursuant to this Section 4.06). The Company and the Restricted Subsidiaries may satisfy the obligations set forth in this Section 4.06(b) with respect to any Net Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds prior to an applicable Asset Sale Offer Trigger Date. If the date on which a Note is purchased pursuant to an Asset Sale Offer is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest on that Note shall be paid to the Person that was, at the close of business on such record date, the Holder of that Note, and no additional interest for the period to which that interest record date relates shall be payable, with respect to that Note, to the Person who tendered that Note pursuant to the Asset Sale Offer. (c) Each Asset Sale Offer shall be mailed (or are otherwise sent in accordance with applicable procedures of the Depository) to the record Holders as shown on the register of Holders within 30 days following the Asset Sale Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Asset Sale Offer, Holders may elect to tender their Notes in whole or in part in amounts equal to $2,000 or integral multiples of $1,000 in excess thereof in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Excess Proceeds, the tendered Notes shall be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the amount of Notes tendered. An Asset Sale Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. The Company shall comply with the terms requirements of Rule 14e-1 under the Exchange Act and any Applicable Debt), other securities laws and regulations thereunder to the extent such Offer laws and regulations are applicable in connection with the repurchase of Notes pursuant to Purchase may be made ratably to purchase the Notes and such Applicable Debtan Asset Sale Offer. To the extent that the provisions of any amount securities laws or regulations conflict with the requirements of Excess Proceeds remains after completion of such Offer to Purchasethis Section 4.06, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit comply with the Paying Agent U.S. legal tender sufficient applicable securities laws and regulations and shall not be deemed to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of have breached its obligations under this Section 44.06 by virtue thereof.

Limitation on Asset Sales. (a) The Company will notBorrower and each Guarantor shall not , and Borrower will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: : (i) such Borrower, Guarantor or the Company or such 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 Property or assets sold or otherwise disposed of; of (as determined in good faith by Board of Directors of such Borrower, Guarantor or Restricted Subsidiary, as the case may be); (ii) at least 8575% of the consideration received by such Borrower, Guarantor or the Company or Restricted Subsidiary, as the case may be, from such Restricted Subsidiary for such Property or assets consists Asset Sale is in the form of cash or Eligible Cash Equivalents; provided that Equivalents and is received at the time of such disposition (provided, that, (A) the amount of any liabilities (as shown on the Company's or of such Restricted Subsidiary's most recent balance sheet) of the Company Borrower, Guarantor or any such Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesObligations) that are assumed in writing by the transferee of any such assets and (and B) any securities or other obligations received by such Borrower, Guarantor or any such Restricted Subsidiary in exchange for any such assets (other than assets which constitute Collateral) that are converted into cash within 180 days after the Company receives a written release from consummation of such Asset Sale (to the creditorsextent of the cash received) will shall be deemed to be cash for the purposes of this clause (iiprovision); and ; (iii) if such Asset Sale involves the disposition of Collateral, the Net Cash Proceeds received relating to such Asset Sale shall be paid directly by the Company purchaser of the Collateral to Lender (pursuant to the terms of the Intercreditor Agreement), for application to the Revolving Loans (which may be reborrowed pursuant to the terms of this Agreement); and (iv) upon the consummation of an Asset Sale other than Collateral, Borrower or such Guarantor shall apply, or Borrower shall cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to Assets Sales are applied as set forth in clause (A) or (B) in each case to the extent that the Company elects or is so required: such Asset Sale within 365 days of receipt thereof either: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or prepay any secured 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 (including Capital Stock) that will be used in the business as existing on September 30, 2004 of Borrower and its Subsidiaries or in businesses reasonably related thereto ("Replacement Assets") or to make a Permitted Investment; provided, howeverthat, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such any Replacement Assets acquired with any Net Cash Proceeds of an Asset Sale of Collateral shall be owned by Borrower or such Guarantor and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause any Liens other than Permitted Liens and Borrower or such Guarantor, as the case may be, shall execute and deliver to Lender such documents or other instruments as shall be reasonably necessary to cause such property or assets to become subject to the first priority Lien of Lender; and/or (iiC) a combination of prepayment and investment permitted by the foregoing clauses (iv)(A) and (iv)(B). (v) as of the immediately preceding sentencedate of such Asset Sale and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (vi) on the date of such Asset Sale and after giving effect thereto Excess Availability shall be not less than $7,500,000. (b) Any Net Cash Proceeds from any Notwithstanding Section 9.7(a) hereof, Borrower and Restricted Subsidiaries will be permitted to consummate an Asset Sale involving Collateral without complying with Section 9.7(a) hereof to the extent that: (i) the consideration for such Asset Sale constitutes an investment in properties and assets that are not replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock) that will be used in the business as existing on September 30, 2004 of Borrower and its Subsidiaries or in businesses reasonably related thereto ("Replacement Assets"); and (ii) such Asset Sale is for fair market value; provided, that, to reinvest in the extent such Asset Sale consists of Collateral, the Replacement Assets shall be owned by Borrower or a Guarantor and shall not be subject to repay Applicable Debt in accordance with this Section 4.9 any Liens other than Permitted Liens and Borrower or such Guarantor shall constitute "Collateral Excess Proceedsexecute and deliver to Lender such documents or other instruments as shall be reasonably necessary to cause such property or assets to become subject to the first priority Lien of the Lender." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When In the aggregate amount event of Collateral Excess Proceeds exceeds $10,000,000the transfer of substantially all (but not all) of the property and assets of Borrower and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 9.10 hereof, which transaction does not constitute a Change of Control, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds successor corporation shall be reset deemed to zero. (d) When have sold the aggregate amount properties and assets of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes Borrower and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount its Restricted Subsidiaries not so transferred for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms purposes of this Section 49.7, and shall comply with the provisions of this Section 9.7 with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of Borrower or its Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 9.7.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless(including the sale of any of the Capital Stock of any Restricted Subsidiary) providing for Net Proceeds in excess of $2.5 million unless at least 75% of the Net Proceeds from such Asset Sale are applied (in any manner otherwise permitted by this Indenture) to one or more of the following purposes in such combination as the Company shall elect: (ia) an investment in another asset or business in the same line of business as, or a line of business similar to that of, the line of business of the Company or such and its Restricted Subsidiary, as the case may be, receives consideration Subsidiaries at the time of the Asset Sale or the making of a capital expenditure otherwise permitted by this Indenture; provided that such investment occurs within 365 days of the date of such Asset Sale (the "Asset Sale Disposition Date"), (b) to reimburse the Company or its Restricted Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking, (c) to cash collateralize letters of credit; provided any such cash collateral released to the Company or its Restricted Subsidiaries upon the expiration of such letters of credit shall again be deemed to be Net Proceeds received on the date of such release, (d) the permanent purchase, redemption or other prepayment or repayment of outstanding Senior Indebtedness of the Company or Indebtedness of the Company's Restricted Subsidiaries (with a corresponding reduction in any commitment relating thereto) on or prior to the 365th day following the Asset Sale Disposition Date or (e) an Offer expiring on or prior to the Purchase Date. (b) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless at least equal to the Fair Market Value of the Property or assets sold or otherwise disposed of; (ii) at least 8575% of the consideration thereof received by the Company or such Restricted Subsidiary for such Property or assets consists is in the form of cash or Eligible Cash EquivalentsMarketable Securities; provided that that, solely for purposes of calculating such 75% of the consideration, the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheetsheet or in the notes thereto, excluding contingent liabilities and trade payables) of the Company or any Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesNotes) that are assumed in writing by the transferee of any such assets and (and for which y) any notes or other obligations received by the Company receives a written release or any such Restricted Subsidiary from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received such transferee that are promptly, but in no event more than 90 days after receipt, converted by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause into cash (A) or (B) in each case to the extent that of the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financingcash received), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced shall be deemed to be so applied within 365 days following the receipt of such Net Cash Proceeds; cash and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision cash equivalents for purposes of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) provision. Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest applied or invested as provided in Replacement Assets or to repay Applicable Debt in accordance with the first sentence of this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt paragraph shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,00010.0 million (such date being an "Asset Sale Trigger Date"), the Issuers Company shall make an Offer to Purchase, from all Holders on a pro rata basis, of Notes in an aggregate to purchase the maximum principal amount equal to of the Collateral Notes then outstanding that may be purchased out of Excess Proceeds, at a Purchase Price an offer price in cash in an amount equal to 100% of the principal amount thereof, together with thereof plus any accrued interestand unpaid interest and Liquidated Damages, if any, to the Purchase Date. Date in accordance with the procedures set forth in this Indenture. (d) To the extent that any amount of Collateral Excess Proceeds remains remain after completion of such Offer to Purchasean Offer, the Company may use such remaining amount for general corporate purposes, and . (e) If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000Proceeds, the Issuers Trustee shall make an Offer select the Notes to Purchase, from all Holders be purchased on a pro rata basis, Notes in an aggregate principal amount equal to by lot or by a method that complies with the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms requirements of any Applicable Debt), such Offer to Purchase may be made ratably to purchase stock exchange on which the Notes are listed and such Applicable Debt. To that the extent that any amount of Excess Proceeds remains after Trustee considers fair and appropriate. (f) Upon completion of such Offer to Purchasean Asset Sale Offer, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to at zero. (eg) On or before Notwithstanding the Purchase Date, the Trustee shallforegoing, to the extent lawfulthat any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, accept the portion of such Net Proceeds so affected will not be required to be applied as described in Section 4.15, but may be retained for paymentso long, on a pro rata basis or by such other method but only for so long, as the Trustee shall deem fair and appropriate applicable local law prohibits repatriation to the extent necessaryUnited States. The Company shall promptly take all reasonable actions required by the applicable local law to permit such repatriation, Notes or portions thereof or beneficial interests and once such repatriation of any affected Net Proceeds is not prohibited under a Global Note properly tendered pursuant to applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds will be applied in the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, manner set forth above as if any, such Asset Sale have occurred on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms date of this Section 4repatriation.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless(including the sale of any of the Capital Stock of any Restricted Subsidiary) providing for Net Proceeds in excess of $2.5 million unless at least 75% of the Net Proceeds from such Asset Sale are applied (in any manner otherwise permitted by this Indenture) to one or more of the following purposes in such combination as the Company shall elect: (ia) an investment in another asset or business in the same line of business as, or a line of business similar to that of, the line of business of the Company or such and its Restricted Subsidiary, as the case may be, receives consideration Subsidiaries at the time of the Asset Sale or the making of a capital expenditure otherwise permitted by this Indenture; provided that such investment occurs within 365 days of the date of such Asset Sale (the "Asset Sale Disposition Date"), (b) to reimburse the Company or its Restricted Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking, (c) to cash collateralize letters of credit; provided any such cash collateral released to the Company or its Restricted Subsidiaries upon the expiration of such letters of credit shall again be deemed to be Net Proceeds received on the date of such release, (d) the permanent purchase, redemption or other prepayment or repayment of outstanding Senior Indebtedness of the Company or Indebtedness of the Company's Restricted Subsidiaries (with a corresponding reduction in any commitment relating thereto) on or prior to the 365th day following the Asset Sale Disposition Date or (e) an Offer expiring on or prior to the Purchase Date. (b) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless at least equal to the Fair Market Value of the Property or assets sold or otherwise disposed of; (ii) at least 8575% of the consideration thereof received by the Company or such Restricted Subsidiary for such Property or assets consists is in the form of cash or Eligible Cash EquivalentsMarketable Securities; provided that that, solely for purposes of calculating such 75% of the consideration, the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheetsheet or in the notes thereto, excluding contingent liabilities and trade payables) of the Company or any Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesNotes) that are assumed in writing by the transferee of any such assets and (and for which y) any notes or other obligations received by the Company receives a written release or any such Restricted Subsidiary from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received such transferee that are promptly, but in no event more than 90 days after receipt, converted by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause into cash (A) or (B) in each case to the extent that of the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financingcash received), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced shall be deemed to be so applied within 365 days following the receipt of such Net Cash Proceeds; cash and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision cash equivalents for purposes of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) provision. Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest applied or invested as provided in Replacement Assets or to repay Applicable Debt in accordance with the first sentence of this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt paragraph shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,00010.0 million (such date being an "Asset Sale Trigger Date"), the Issuers Company shall make an Offer to Purchase, from all Holders on a pro rata basis, of Notes in an aggregate to purchase the maximum principal amount equal to of the Collateral Notes then outstanding that may be purchased out of Excess Proceeds, at a Purchase Price an offer price in cash in an amount equal to 100% of the principal amount thereof, together with thereof plus any accrued interest, if any, and unpaid interest to the Purchase Date. Date in accordance with the procedures set forth in this Indenture. (d) To the extent that any amount of Collateral Excess Proceeds remains remain after completion of such Offer to Purchasean Offer, the Company may use such remaining amount for general corporate purposes, and . (e) If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000Proceeds, the Issuers Trustee shall make an Offer select the Notes to Purchase, from all Holders be purchased on a pro rata basis, Notes in an aggregate principal amount equal to by lot or by a method that complies with the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms requirements of any Applicable Debt), such Offer to Purchase may be made ratably to purchase stock exchange on which the Notes are listed and such Applicable Debt. To that the extent that any amount of Excess Proceeds remains after Trustee considers fair and appropriate. (f) Upon completion of such Offer to Purchasean Asset Sale Offer, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to at zero. (eg) On or before Notwithstanding the Purchase Date, the Trustee shallforegoing, to the extent lawfulthat any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, accept the portion of such Net Proceeds so affected will not be required to be applied as described in Section 4.15, but may be retained for paymentso long, on a pro rata basis or by such other method but only for so long, as the Trustee shall deem fair and appropriate applicable local law prohibits repatriation to the extent necessaryUnited States. The Company shall promptly take all reasonable actions required by the applicable local law to permit such repatriation, Notes or portions thereof or beneficial interests and once such repatriation of any affected Net Proceeds is not prohibited under a Global Note properly tendered pursuant to applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds will be applied in the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, manner set forth above as if any, such Asset Sale have occurred on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms date of this Section 4repatriation.

Limitation on Asset Sales. (a) The Company Issuer will not, and will not permit any Restricted Subsidiary to, consummate make any Asset Sale unless the following conditions are met: (i) The Asset Sale is for at least fair market value, as determined in good faith by the Board of Directors of the Issuer. (ii) At least 75% of the consideration consists of cash or Cash Equivalents received at closing or Additional Assets or any combination of the foregoing. For purposes of this paragraph (ii), except in connection with a disposition of Collateral, each of the following will be deemed to be cash: (A) any liabilities of the Issuer or such Restricted Subsidiary (other than Subordinated Debt) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Issuer or such Restricted Subsidiary from further liability; and (B) any liabilities of the Issuer or such Restricted Subsidiary (other than Subordinated Debt) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Issuer or such Restricted Subsidiary from further liability. (iii) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, unless the Asset Sale was of Collateral, the Net Cash Proceeds may be used: (A) to permanently repay secured Debt of the Issuer or a Guarantor or any Debt of a Restricted Subsidiary that is not a Guarantor (and in the case of a revolving credit, permanently reduce the commitment thereunder by such amount), in each case owing to a Person other than the Issuer or any Restricted Subsidiary, or (B) to acquire all or substantially all of the assets of a Permitted Business, or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business, or to make capital expenditures or otherwise acquire long-term assets that are to be used in a Permitted Business. (iv) The Net Cash Proceeds of an Asset Sale unless: not applied pursuant to paragraph (iiii) within 360 days of the Asset Sale (including proceeds of any disposition of Collateral, which are not permitted to be applied pursuant to paragraph (iii)) constitute “Excess Proceeds.” Excess Proceeds of less than US$30.0 million (or the equivalent in other currencies) will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds such amount, the Issuer must, within 30 days, make an Offer to Purchase Notes having a principal amount equal to: (A) accumulated Excess Proceeds, multiplied by (B) a fraction (x) the Company numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Debt similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest US$1,000. The purchase price for the Notes will be 100% of the principal amount plus accrued interest to the date of purchase. If the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the Offer, the Issuer will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Notes in multiples of US$1,000 principal amount will be purchased, provided that the principal amount of such tendering holder’s Note will not be less than US$200,000. Upon completion of the Offer to Purchase, Excess Proceeds will be reset at zero, and any Excess Proceeds remaining after consummation of the Offer to Purchase may be used for any purpose not otherwise prohibited by this Indenture. If at any time any non-cash consideration received by the Issuer or any Restricted Subsidiary, as the case may be, receives consideration at the time of such in connection with any Asset Sale at least equal to the Fair Market Value of the Property is converted into or assets sold or otherwise disposed of; (ii) at least 85% of the consideration received by the Company or such Restricted Subsidiary for such Property or assets consists of cash or Eligible Cash Equivalents; provided that the amount of 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 (x) contingent liabilities and liabilities that are by their terms subordinate interest received with respect to any non-cash consideration), the Notes conversion or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) disposition will be deemed to be cash for the purposes of this clause (ii); constitute an Asset Sale hereunder and (iii) the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are thereof will be applied as set forth in clause (A) or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale within 360 days of conversion or disposition. The Issuer will not involving Collateral that are not used be required to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on Purchase following an Asset Sale if a pro rata basis, Notes Restricted Subsidiary or a third party makes the Offer to Purchase in an aggregate principal amount equal to the Collateral Excess Proceedsmanner, at a the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase Price in cash equal to 100% of following an Asset Sale made by the principal amount thereof, together with accrued interest, Issuer and if any, to the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Person purchases all Notes validly tendered and not withdrawn under such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.

Limitation on Asset Sales. (a) The Company Issuers will not, and will not permit any Restricted Subsidiary of their Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company Issuers or such Restricted applicable 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 fair market value of the Property or assets sold or otherwise disposed ofof (as determined in good faith by the Board of Directors of the Company, and evidenced by a board resolution); (ii) at least 85not less than 80% of the consideration received by the Company or such Restricted Subsidiary for such Property or assets consists applicable Subsidiary, as the case may be, is in the form of cash or Eligible Cash Equivalents; provided that Equivalents other than in the amount of 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 (x) contingent liabilities and liabilities that are by their terms subordinate to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by the transferee of any such assets (and for which the Company receives is undertaking a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii)Permitted Asset Swap; and (iii) the Net Cash Asset Sale Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (Aa) or (B) in each case first, to the extent that the Company elects or any such Subsidiary, as the case may be, elects, or is so required: (A) , to prepay, repay or purchase and reduce outstanding Applicable Debt andindebtedness 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 case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs Indenture within 270 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; PROVIDED that any such Net Cash Proceedsrepayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; or (Bb) 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 Replacement Assetsassets (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 such Subsidiary as conducted on the Issue Date; provided, however, PROVIDED that (1) such investment occurs or the Company or any such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day within 180 days following receipt of such Net Cash Asset Sale Proceeds and Net Cash (2) Asset Sale Proceeds so contractually committed are commenced to be so applied within 365 270 days following the receipt of such Net Cash Asset Sale Proceeds; and provided(c) third, further, that, 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 Asset Sales involving CollateralSale, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9Available Asset Sale Proceeds exceed $5 million, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make apply an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Collateral Excess ProceedsSecurities, at a Purchase Price purchase price in cash equal to 100% of the principal amount thereof, together with Accreted Value thereof plus accrued and unpaid interest, if any, to the Purchase Datepurchase date (an "EXCESS PROCEEDS OFFER"). To the extent that any amount of Collateral If an Excess Proceeds remains after completion of such Offer to Purchaseis not fully subscribed, the Company may use such remaining amount for general corporate purposes, and retain the amount portion of Collateral the Available Asset Sale Proceeds not required to repurchase Securities. If the Issuers are required to make an Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000Offer, the Issuers shall make an Offer to Purchasemail, from all Holders on within 30 days following the date specified in clause (iii)(c) above, a pro rata basis, Notes in an aggregate principal amount equal notice to the Excess Proceedsholders stating, among other things: (1) that such holders have the right to require the Issuers to apply the Available Asset Sale Proceeds to repurchase such Securities at a Purchase Price purchase price in cash equal to (x) 100% of the Accreted Value thereof, if the applicable purchase date is on or prior to September 30, 2002, or (y) 100% of the principal amount at maturity thereof, together with plus accrued and unpaid interest, if any, to the Purchase Date; providedpurchase date, howeverif the purchase date is after September 30, 2002; (2) the purchase date, which shall be no earlier than 30 days and not later than 45 days from the date such notice is mailed; (3) the instructions that each holder must follow in order to have such Securities purchased; (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the purchase of such Securities; (5) that if the Accreted Value of Securities tendered in the Asset Sale Offer exceeds the aggregate amount of Available Asset Sale Proceeds, the Issuers elect shall select the Securities to be purchased on a pro rata basis; (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent 6) that any amount Security not tendered will continue to accrete Accreted Value and accrue interest; (7) that, unless the Issuers default in making payment therefor, any Security accepted for payment pursuant to the Asset Sale Offer shall cease to accrete Accreted Value and accrue interest after the purchase date; (8) that Holders electing to have a Security purchased pursuant to the Asset Sale Offer will be required to surrender the Security, with the form entitled "Option of Excess Proceeds remains after completion Holder to Elect Purchase" on the reverse of such the Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Asset Sale Offer purchase date; (9) that Holders will be entitled to Purchasewithdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Asset Sale Offer purchase date, a facsimile transmission or letter setting forth the name of the Holder, the Company may use principal amount at maturity of the Security the Holder delivered for purchase and a statement that such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset Holder is withdrawing his xxxxxxon to zero.have such Security purchased; and (e10) that Holders whose Securities are purchased only in part will be issued new Securities in a principal amount at maturity equal to the unpurchased portion of the Securities surrendered. On or before the Purchase DateAsset Sale Offer purchase date, the Trustee shall, to the extent lawful, Issuers shall (i) accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes payment Securities or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to PurchaseAsset Sale Offer, (ii) deposit with the Paying Agent U.S. legal tender Legal Tender sufficient to pay the purchase price price, plus accrued interest, if any, on the Notes of all Securities to be purchased and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate stating that such Notes the Securities or portions thereof were accepted for payment being purchased by the Issuers Company. The Paying Agent shall promptly mail to the Holders of Securities so accepted payment in accordance with an amount equal to the terms purchase price, plus accrued interest, if any, thereon. For purposes of this Section 44.13, the Trustee shall act as the Paying Agent. In the event of the transfer of substantially all of the property and assets of the Issuers and their Subsidiaries as an entirety to a Person in a transaction permitted under Article Five, the successor Person shall be deemed to have sold the properties and assets of the Issuers and their Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. The Issuers shall comply with all tender offer rules under state and federal securities laws, including, but not limited to, Section 14(e) under the Exchange Act and Rule l4e-1 thereunder, to the extent applicable to such offer. To the extent that the provisions of any securities laws or regulations conflict with the foregoing provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the foregoing provisions of this Indenture by virtue thereof.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless(including the sale of any of the Capital Stock of any Restricted Subsidiary) providing for Net Proceeds in excess of $2,500,000 unless at least 75% of the Net Proceeds from such Asset Sale are applied (in any manner otherwise permitted hereunder) to one or more of the following purposes in such combination as the Company shall elect: (i) an investment in another asset or business in the same line of business as, or a line of business similar to that of, the line of business of the Company or such and its Restricted Subsidiary, as the case may be, receives consideration Subsidiaries at the time of the Asset Sale; provided that such investment occurs on or prior to the 365th day following the date of such Asset Sale at least equal to (the Fair Market Value of the Property or assets sold or otherwise disposed of; "Asset Sale Disposition Date"), (ii) to reimburse the Company or its Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking, (iii) the purchase, redemption or other prepayment or repayment of outstanding Senior Indebtedness of the Company or Indebtedness of the Company's Restricted Subsidiaries on or prior to the 365th day following the Asset Sale Disposition Date or (iv) an Offer expiring on or prior to the Purchase Date. (b) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless at least 8575% of the consideration thereof received by the Company or such Restricted Subsidiary for such Property is in the form of cash, cash equivalents or assets consists of cash or Eligible Cash Equivalentsmarketable securities; provided that that, solely for purposes of calculating such 75% of the consideration, the amount of (i) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) sheet or in the notes thereto, excluding contingent liabilities and trade payables), of the Company or any Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesSenior Notes) that are assumed in writing by the transferee of any such assets and (and for which ii) any notes or other obligations received by the Company receives a written release or any such Restricted Subsidiary from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause into cash (A) or (B) in each case to the extent that of the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financingcash received), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced shall be deemed to be so applied within 365 days following the receipt of such Net Cash Proceeds; cash and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision cash equivalents for purposes of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) provision. Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest applied or invested as provided in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt 4.14(a) hereof shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,0005,000,000 (such date being an "Asset Sale Trigger Date"), the Issuers Company shall make an Offer to Purchase, from all Holders on a pro rata basis, of Senior Notes in an aggregate to purchase the maximum principal amount equal to of the Collateral Senior Notes then outstanding that may be purchased out of Excess Proceeds, at a Purchase Price an offer price in cash in an amount equal to 100% of the principal amount thereof, together with thereof plus any accrued interestand unpaid interest and Liquidated Damages, if any, to the Purchase Date. Date in accordance with the procedures set forth in this Indenture. (d) To the extent that substantially concurrently with being required to make an offer to the holders of the Senior Notes on account of an Asset Sale, the Company is required to make a similar Offer to holders of any other Indebtedness ranking pari passu with the Senior Notes (including without limitation the Senior PIK Notes), the Excess Proceeds allocable to each such Offer shall be allocated as nearly as practicable pro rata as between the Senior Notes and the Senior PIK Notes in accordance with the respective principal amount thereof. (e) To the extent that any amount of Collateral Excess Proceeds remains remain after completion of such Offer to Purchasean Offer, the Company may use such remaining amount for general corporate purposes, and . (f) If the aggregate principal amount of Senior Notes surrendered by Holders thereof exceeds the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000Proceeds, the Issuers Trustee shall make an Offer select the Senior Notes to Purchase, from all Holders be purchased on a pro rata basis, Notes in an aggregate principal amount equal to by lot or by a method that complies with the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms requirements of any Applicable Debt), such Offer to Purchase may be made ratably to purchase stock exchange on which the Senior Notes are listed and such Applicable Debt. To that the extent that any amount of Excess Proceeds remains after Trustee considers fair and appropriate. (g) Upon completion of such Offer to Purchasean Asset Sale Offer, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to at zero. (eh) On or before Notwithstanding the Purchase Date, the Trustee shallforegoing, to the extent lawfulthat any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, accept the portion of such Net Proceeds so affected will not be required to be applied pursuant to this Section 4.14 but may be retained for paymentso long, on a pro rata basis or by such other method but only for so long, as the Trustee shall deem fair and appropriate applicable local law prohibits repatriation to the extent necessaryUnited States. The Company will promptly take all reasonable actions required by the applicable local law to permit such repatriation, Notes or portions thereof or beneficial interests and once such repatriation of any affected Net Proceeds is not prohibited under a Global Note properly tendered pursuant to applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds will be applied in the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, manner set forth above as if any, such Asset Sale have occurred on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms date of this Section 4repatriation.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate Collateral Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Collateral Disposition at least equal to the Fair Market Value (provided such Fair Market Value shall be determined (x) as of the date of contractually agreeing to such Collateral Disposition and (y) in good faith by an officer of the Company or, if the consideration with respect to such Collateral Disposition exceeds $40.0 million, the Board of Directors of the Company) of the Collateral issued or sold or otherwise disposed of; and (2) at least 75% of the aggregate consideration received by the Company or its Restricted Subsidiaries in the Collateral Disposition is in the form of cash or Cash Equivalents; and, (3) the Net Proceeds from any such Collateral Disposition of Pledged Aircraft and any Aircraft-Related Collateral related to such Pledged Aircraft or of any Capital Stock of a Pledged Equity Subsidiary is paid directly by the recipient thereof to the Collateral Agent to be held in a Collateral Account for application in accordance with this Section 5.10, provided that in the case of any Collateral Disposition pursuant to a loss, condemnation, appropriation or similar taking, including by conveyance in lieu of condemnation, such Collateral Disposition shall not be required to satisfy the requirements of items (1) and (2) above. Notwithstanding the foregoing requirement of item (3), the Company and the Guarantors will not be required to cause the Net Proceeds from any Collateral Disposition to be held in a Collateral Account if the amount of Net Proceeds from Collateral Dispositions that would then be held in the Collateral Account would be less than $10.0 million. The Collateral Agent will disburse any amounts on deposit in the Collateral Account in accordance with an Officers’ Certificate of the Company directing the Collateral Agent to withdraw and transfer any such amount as set forth in such Officers’ Certificate and certifying that the directed use of such amounts is in accordance with this Section 5.10. Within 365 days after the receipt of any Net Proceeds from Collateral Disposition, the Company or any Restricted Subsidiary may apply such Net Proceeds (including withdrawing any such Net Proceeds from the Collateral Account) to any combination of the following: (1) to permanently repay the principal of any Parity Lien Debt of the Company or any Guarantor; or (2) to acquire or invest in (including by way of a purchase of assets or stock, merger, consolidation or otherwise) Productive Assets that would constitute Collateral or to make a capital expenditure with respect to Collateral; provided that (i) to the extent such Collateral Disposition was of Pledged Aircraft or Aircraft-Related Collateral, any acquisition or investment in Productive Assets must constitute Pledged Aircraft or Aircraft-Related Collateral (including payments in respect of contracts for purchase or construction of aircraft that will become Pledged Aircraft or Aircraft-Related Collateral promptly following delivery thereof) and any capital expenditure must be with respect to Pledged Aircraft or Aircraft-Related Collateral if the Aircraft Collateral Asset Value Ratio is less than 1.50: 1.00 immediately prior to giving effect to such acquisition, investment or expenditure (but only to the extent necessary such that the Aircraft Collateral Asset Value Ratio is at least 1.50:1.00 immediately after giving effect to any such acquisition or investment in Productive Assets that constitute Pledged Aircraft or Aircraft-Related Collateral) and (ii) Productive Assets shall include Capital Stock of a Foreign Subsidiary only to the extent such Collateral Disposition constituted Capital Stock of a Foreign Subsidiary. (b) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale (other than a Collateral Disposition, which shall be treated in the manner set forth in paragraph (a) above) unless: : (i1) the Company or 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 (provided such Fair Market Value shall be determined (i) as of the Property date of contractually agreeing to such Asset Sale and (ii) in good faith by an Officer of the Company or, if the consideration with respect to such Asset Sale exceeds $40.0 million, the Board of Directors of the Company) of the assets or assets Equity Interests issued or sold or otherwise disposed of; and (ii2) at least 8575% of the aggregate consideration received by the Company or such its Restricted Subsidiary for such Property Subsidiaries in the Asset Sale and all other Asset Sales since the Initial Issuance Date is in the form of cash, Cash Equivalents or assets consists of cash or Eligible Cash EquivalentsMarketable Securities; provided provided, however, that the amount of of: (i) any liabilities (as shown on the Company's ’s or such Restricted Subsidiary's ’s most recent balance sheet) of the Company or any such Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesGuarantee) that are assumed in writing by the transferee of any such assets (and for which pursuant to a customary novation or assumption agreement that releases the Company receives a written release or such Restricted Subsidiary from the creditors) will further liability shall be deemed to be cash for the purposes of this clause provision; and (ii); and ) any securities, notes or other obligations (iiiother than Marketable Securities) the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales from such transferee that are applied as set forth in clause (A) or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that converted within 180 days after such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or Asset Sale by the Company or such Restricted Subsidiary enters into contractual commitments cash (to make the extent of the cash received in that conversion) shall be deemed to be cash for purposes of this provision; provided that in the case of any Asset Sale pursuant to a condemnation, appropriation or similar taking, including by conveyance in lieu of condemnation, such investment, subject only Asset Sale shall not be required to customary conditions satisfy the requirements of items (1) and (2) of this Section 5.10(b). (c) Within 365 days after the receipt of any Net Proceeds from an Asset Sale (other than the obtaining of financinga Collateral Disposition, which shall be treated as provided in clause (a) above), on the Company or prior to the 270th day following receipt of any such Restricted Subsidiary may apply such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to any combination of the following: (1) permanently repay the principal of any senior Indebtedness of the Company or any Restricted Subsidiary; or (2) to acquire or invest in (including by way of a purchase of assets or stock, merger, consolidation or otherwise) Productive Assets or to make a capital expenditure; provided that the requirements of this clause (2) will be deemed to be so applied within 365 days following satisfied if an agreement committing to make the receipt of such Net Cash Proceeds; and providedacquisitions, further, that, with respect investments or expenditures referred to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps above is entered into by the Company or any of its Restricted Subsidiaries within 365 days after the receipt of such Net Proceeds with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment in accordance with such agreement within 180 days after such 365-day period, and if such Net Proceeds are not so applied within such 180-day period, then such Net Proceeds will constitute Excess Proceeds (as defined below). (d) Pending the final application of any such Net Proceeds from an Asset Sale not constituting a Collateral Disposition or from any Collateral Disposition, the Company or any such Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including borrowings under the Credit Facilities, or otherwise invest such Net Proceeds in any manner that is not prohibited by the normal course of business shall not be subject Indenture. (e) Any Net Proceeds from Asset Sales pursuant to clause (iia) of the immediately preceding sentence. or (b) Any Net Cash Proceeds from any Asset Sale involving Collateral above that are not used to reinvest permanently applied or invested as provided for above in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall 5.10 will be deemed to constitute "Collateral “Excess Proceeds." Any Net Cash Proceeds from any ” On the 366th day after the Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When or, at the Company’s option, such earlier date), if the aggregate amount of Collateral Excess Proceeds exceeds $10,000,00050.0 million, the Issuers shall Company will be required to make an Offer offer (an “Asset Sale Offer”) to Purchaseall holders of Notes and, (i) with respect to Excess Proceeds from Collateral Dispositions, to the extent required by the terms of other Parity Lien Debt, to all Holders on a pro rata basisholders of other Parity Lien Debt outstanding and (ii) with respect to other Excess Proceeds, Notes to the extent required by the terms of all other senior Indebtedness of the Company or any Restricted Subsidiary, in each case, with similar provisions requiring the Company to make an aggregate offer to purchase such Parity Lien Debt or other senior Indebtedness with the proceeds from any Collateral Disposition or Asset Sale, as applicable, to purchase the maximum principal amount equal of Notes and any such Parity Lien Debt or such other senior Indebtedness to which the Collateral Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at a Purchase Price an offer price in cash in an amount equal to 100% of the principal amount thereofof the Notes and Parity Lien Debt or such other senior Indebtedness, together with plus accrued and unpaid interest, if any, to the Purchase Datedate of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Parity Lien Debt or such other senior Indebtedness, as applicable. To the extent that any the aggregate principal amount of Collateral Excess Proceeds remains after completion of such Notes tendered pursuant to an Asset Sale Offer is less than the amount that the Company is required to Purchaserepurchase, the Company may use such any remaining Excess Proceeds for any purpose not prohibited by the Indenture. If the aggregate principal amount for general corporate purposesof Notes surrendered by Holders thereof, other Parity Lien Debt and other senior Indebtedness, as applicable, surrendered by holders or lenders, collectively, exceeds the amount of Collateral Excess Proceeds shall be reset that the Company is required to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000repurchase, the Issuers Trustee shall make an Offer select the Notes, Parity Lien Debt and other senior Indebtedness, as applicable to Purchase, from all Holders be purchased on a pro rata basis, Notes in an basis on the basis of the aggregate principal amount equal of tendered Notes, Parity Lien Debt and other senior Indebtedness, as applicable (except that any Notes represented by a Note in global form will be selected by such method as DTC or its nominee or successor may require or, where the nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate), based on the amounts tendered or required to be redeemed (with such adjustments as may be deemed appropriate by the Excess ProceedsCompany so that only Notes in minimum denominations of $2,000, at a Purchase Price or an integral multiple of $1,000 in cash equal to 100% of the principal amount excess thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debtwill be purchased), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after Upon completion of such Offer to Purchaseeach Asset Sale Offer, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to at zero. (e) On . If the Purchase Date is on or after an interest payment record date and on or before the Purchase Daterelated interest payment date, any accrued and unpaid interest will be paid to the Trustee shallPerson in whose name a Note is registered at the close of business on such record date, and no other interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. The Company will comply, to the extent lawfulapplicable, accept for payment, on a pro rata basis with the requirements of Section 14(e) of the Exchange Act and any other securities laws or by such other method as regulations in connection with the Trustee shall deem fair and appropriate repurchase of Notes pursuant to an Asset Sale Offer. To the extent necessary, Notes that the provisions of any securities laws or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit regulations conflict with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms provisions of this Section 45.10 or Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 5.10 or Section 4.10 by virtue of compliance with such laws and regulations.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: : (i1) the Company or such 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 Property or assets sold or otherwise disposed of; disposed; (ii2) at least 8575% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Restricted Subsidiary for such Property or assets consists Asset Sale is in the form of cash or Eligible Cash EquivalentsEquivalents and is received at the time of such disposition; provided that the amount of (i) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent applicable balance sheet) of the Company or any such Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesNotes) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will shall be deemed to be cash for the purposes of this clause (ii)provision so long as the documents governing such liabilities provide that there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities; and (iiiii) any securities, notes or other obligations received by the Net Cash Proceeds received Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary relating into cash within 30 days after such Asset Sale shall be deemed to Assets Sales are applied as set forth in clause (A) or (B) in each case be cash for purposes of this provision to the extent of the cash received in that conversion; and (3) the Company elects shall apply, or is so required: cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either: (Aa) to the extent the assets and property that are the subject of such Asset Sale do not constitute Second Priority Collateral, to repay or purchase and reduce outstanding Applicable Debt Indebtedness under the Credit Agreement and, in the case of revolving loans and other similar obligationscredit Indebtedness, permanently reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment commitments in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be respect thereof if so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.First Priority Agent;

Limitation on Asset Sales. (a) The Parent will not, and will not permit any Restricted Subsidiary to, and the Company will not, and will not permit any Restricted Subsidiary to, consummate an any Asset Sale unless: Sale, unless (i) the Company or 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 Property or assets sold or otherwise disposed of; (ii) at least 85% of the consideration received by the Parent, the Company or such Restricted Subsidiary for such Property is at least equal to the fair market value of the assets sold or assets disposed of as evidenced by a Board Resolution of the Parent, and (ii) at least 75% of the consideration received consists of cash or Eligible Temporary Cash Equivalents; Investments, provided that the amount of any liabilities (as shown on the Parent's most recent balance sheet, the Company's most recent balance sheet or such Restricted Subsidiary's most recent balance sheet) of the Parent, the Company or any Restricted Subsidiary (other than (x) contingent liabilities, liabilities to the Parent, the Company or a Restricted Subsidiary, and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesGuarantee) that are assumed in writing by the transferee of any such assets (and for which pursuant to a customary novation agreement that releases the Parent, the Company receives a written release or such Restricted Subsidiary from the creditors) will further liability, shall be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (A) or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentenceprovision. (b) Within 180 days after the receipt of any Net Proceeds from an Asset Sale, the Parent, the Company or any such Restricted Subsidiary may apply such Net Proceeds to (i) permanently repay the principal of any secured Indebtedness (to the extent of the fair value of the assets securing such Indebtedness, as determined by the Board of Directors of the Parent), or (ii) acquire assets used in the Parent's, the Company's or the Restricted Subsidiaries' principal business. Any Net Cash Proceeds that are applied to the acquisition of such assets pursuant to any binding agreement shall be deemed to have been applied for such purpose within such 180-day period so long as they are so applied within one year after the date of receipt of such Net Proceeds. Pending the final application of any such Net Proceeds, the Parent, the Company or any such Restricted Subsidiary may temporarily invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from any Asset Sale involving Collateral Sales that are not used applied as provided in clause (i) or (ii) above will be deemed to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When Within 30 days following the date on which the aggregate amount of Collateral Excess Proceeds exceeds $10,000,00010.0 million, the Issuers Company shall make an Offer to Purchase, from Purchase (an "Asset Sale Offer") to all Holders on a pro rata basis, holders of the Notes in an aggregate to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100101% of the principal amount thereof, together with plus accrued and unpaid interest, if any, to the Purchase Datedate of purchase and payable in cash, in accordance with the procedures set forth in this Indenture for an Offer to Purchase. To the extent that any the aggregate principal amount of Collateral Notes tendered pursuant to an Asset Sale Offer is less than the amount that the Company is required to repurchase, the Company may use any remaining Excess Proceeds remains after for purposes not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by holders thereof exceeds the amount that the Company is required to repurchase, the trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to at zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary to, consummate an any Asset Sale Sale, unless: : (i) no Default shall have occurred and be continuing or would occur as a result of such Asset Sale; (ii) the consideration received by the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale is at least equal to the Fair Market Value of the Property or assets sold or otherwise disposed of; and (iiiii) at least 8575% of the consideration received by consists of cash, Temporary Cash Investments or Replacement Assets (as defined below); provided that in the case of an Asset Sale in which the Company or such Restricted Subsidiary for receives Replacement Assets involving aggregate consideration in excess of US$10.0 million (or the Dollar Equivalent thereof), the Company shall deliver to the Trustee an opinion as to the fairness to the Company or such Property Restricted Subsidiary of such Asset Sale from a financial point of view issued by an accounting, appraisal or assets consists investment banking firm of cash or Eligible Cash Equivalents; provided that recognized international standing. For purposes of this provision, each of the amount of following will be deemed to be cash: (1) any liabilities (liabilities, as shown on the Company's or such Restricted Subsidiary's ’s most recent consolidated balance sheet) , of the Company or any Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesGuarantee) that are assumed in writing by the transferee of any such assets (and for which the Company receives pursuant to a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by customary assumption, assignment, novation or similar agreement that releases the Company or such Restricted Subsidiary relating to Assets Sales are applied Subsidiary, as set forth in clause (A) or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and may be, from further liability; and (2) any securities, notes or other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into obligations received by the Company or any Restricted Subsidiary from such transferee that are promptly, but in any event within 30 days of closing, converted by the Company or such Restricted Subsidiary, as the case may be, into cash, to the extent of the cash received in that conversion; and (iv) within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company or any Restricted Subsidiary may apply such Net Cash Proceeds to: (1) permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary (and, if such unsubordinated Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto) in each case owing to a Person other than the Company or a Restricted Subsidiary; or (2) acquire properties and assets (other than current assets), including any shares of Capital Stock in a Person holding such properties or assets that is primarily engaged in a Permitted Business which becomes a Restricted Subsidiary after such acquisition, that will be used in the normal course Permitted Businesses (“Replacement Assets”); provided that, pending the application of business Net Cash Proceeds in accordance with Section 4.13(iv)(1) or (2) above, such Net Cash Proceeds may be temporarily invested only in cash or Temporary Cash Investments; and (v) any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in Section 4.13(iv) shall not constitute “Excess Proceeds.” Excess Proceeds of less than US$10.0 million (or the Dollar Equivalent thereof) shall be subject carried forward and accumulated. When accumulated Excess Proceeds exceed US$10.0 million (or the Dollar Equivalent thereof), within ten days thereof, the Company must make an Offer to clause Purchase Notes having a principal amount equal to: (ii1) accumulated Excess Proceeds, multiplied by (2) a fraction (x) the numerator of which is equal to the outstanding principal amount of the immediately preceding sentenceNotes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Indebtedness similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest US$1,000. (b) Any Net Cash Proceeds from The offer price in any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash shall be equal to 100% of the principal amount thereof, together with plus accrued interest, if any, and unpaid interest to the Purchase Date. To the extent that date of purchase, and shall be payable in cash. (c) If any amount of Collateral Excess Proceeds remains remain after completion consummation of such an Offer to Purchase, the Company or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes (and any other pari passu Indebtedness) tendered in (or required to be prepaid or redeemed in connection with) such remaining amount for general corporate purposes, and Offer to Purchase exceeds the amount of Collateral Excess Proceeds shall Proceeds, the Notes will be reset to zero. (d) When purchased on a pro rata basis based on the aggregate principal amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Notes and such other pari passu Indebtedness tendered. Upon completion of each Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to at zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.

Limitation on Asset Sales. (a) The Company Issuer will not, and will not permit any Restricted Subsidiary to, consummate make any Asset Sale unless the following conditions are met: (i) The Asset Sale is for at least fair market value, as determined in good faith by the Board of Directors of the Issuer. (ii) At least 75% of the consideration consists of cash or Cash Equivalents received at closing or Additional Assets or any combination of the foregoing. For purposes of this paragraph (ii) each of the following will be deemed to be cash: (A) any liabilities of the Issuer or such Restricted Subsidiary (other than Subordinated Debt) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Issuer or such Restricted Subsidiary from further liability; and (B) any liabilities of the Issuer or such Restricted Subsidiary (other than Subordinated Debt) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Issuer or such Restricted Subsidiary from further liability. (iii) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Net Cash Proceeds may be used: (A) to permanently repay secured Debt of the Issuer or a Guarantor or any Debt of a Restricted Subsidiary that is not a Guarantor (and in the case of a revolving credit, permanently reduce the commitment thereunder by such amount), in each case owing to a Person other than the Issuer or any Restricted Subsidiary, or (B) to acquire all or substantially all of the assets of a Permitted Business, or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business, or to make capital expenditures or otherwise acquire long-term assets that are to be used in a Permitted Business. (iv) The Net Cash Proceeds of an Asset Sale unless: not applied pursuant to paragraph (iiii) within 360 days of the Asset Sale constitute “Excess Proceeds.” Excess Proceeds of less than US$50.0 million (or the equivalent in other currencies) will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds such amount, the Issuer must, within 30 days, make an Offer to Purchase Notes having a principal amount equal to: (A) accumulated Excess Proceeds, multiplied by (B) a fraction (x) the Company numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Debt similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest US$1,000. The purchase price for the Notes will be 100% of the principal amount plus accrued interest to (but excluding) the date of purchase. If the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the Offer, the Issuer will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Notes in multiples of US$1,000 principal amount will be purchased, provided that the principal amount of such tendering Holder’s Note will not be less than US$200,000; provided, however, the Issuer may (but shall not be obligated to), also purchase any and all Notes that are tendered and not withdrawn pursuant to the Offer to Purchase in excess of the above-referenced purchase amount. Upon completion of the Offer to Purchase, Excess Proceeds will be reset at zero, and any Excess Proceeds remaining after consummation of the Offer to Purchase may be used for any purpose not otherwise prohibited by this Indenture. If at any time any non-cash consideration received by the Issuer or any Restricted Subsidiary, as the case may be, receives consideration at the time of such in connection with any Asset Sale at least equal to the Fair Market Value of the Property is converted into or assets sold or otherwise disposed of; (ii) at least 85% of the consideration received by the Company or such Restricted Subsidiary for such Property or assets consists of cash or Eligible Cash Equivalents; provided that the amount of 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 (x) contingent liabilities and liabilities that are by their terms subordinate interest received with respect to any non-cash consideration), the Notes conversion or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) disposition will be deemed to be cash for the purposes of this clause (ii); constitute an Asset Sale hereunder and (iii) the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are thereof will be applied as set forth in clause (A) or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale within 360 days of conversion or disposition. The Issuer will not involving Collateral that are not used be required to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to PurchasePurchase following an Asset Sale if a Restricted Subsidiary or a third party makes the Offer to Purchase in the manner, from at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase following an Asset Sale made by the Issuer and if such Person purchases all Holders on a pro rata basisNotes validly tendered and not withdrawn under such Offer to Purchase (which may be, for the avoidance of doubt, in an amount greater than the Excess Proceeds to the extent Notes in an aggregate principal amount equal in excess of the purchase amount are tendered and not withdrawn pursuant to such Offer to Purchase). If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in the Offer to Purchase following an Asset Sale and the Issuer, or any third party making the Offer to Purchase in lieu of the Issuer as described above, purchases all of the Notes validly tendered and not withdrawn by such holders in such Offer to Purchase (which shall be, for the avoidance of doubt, in an amount greater than the Excess Proceeds to the Collateral Excess Proceedsextent Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to such Offer to Purchase), the Issuer or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase date pursuant to such Offer to Purchase, to redeem all notes that remain outstanding following such purchase at a Purchase Price price in cash equal to 100% of the principal amount thereof, together with thereof plus accrued interest, if any, and unpaid interest to (but excluding) the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion date of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zeroredemption. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company or such 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 Property or assets sold or otherwise disposed of; 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, as evidenced by a board resolution), (ii) at least 8575% of the consideration received by the Company or such Restricted Subsidiary for Subsidiary, as the case may be, from such Property or assets consists Asset Sale is in the form of cash or Eligible Cash Equivalents; provided that Equivalents and is received at the amount time of any liabilities such disposition and (as shown on iii) upon the Company's consummation of an Asset Sale, the Company applies, or causes such Restricted Subsidiary's most recent balance sheetSubsidiary to apply, such Net Cash Proceeds within 360 days of receipt thereof either (A) to repay any Senior Indebtedness of the Company or any Indebtedness of a Restricted Subsidiary of the Company (other than (x) contingent liabilities and liabilities that are by their terms subordinate and, to the Notes extent such Senior Indebtedness relates to principal under a revolving credit or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) similar facility, to obtain a corresponding reduction in the commitments thereunder, except that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) may temporarily repay Senior Indebtedness using the Net Cash Proceeds received by the Company or from such Restricted Subsidiary relating Asset Sale and thereafter use such funds to Assets Sales are applied as set forth in reinvest pursuant to clause (A) or (B) below within the period set forth therein without having to obtain a corresponding reduction in each case to the extent that the Company elects or is so required: commitments thereunder), (AB) to repay reinvest, or purchase and reduce outstanding Applicable Debt 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 540 days of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt date of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds or (C) to purchase Securities and Net Cash Proceeds contractually committed are commenced other Senior Subordinated Indebtedness, pro rata tendered to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, for purchase at a Purchase Price in cash price equal to 100% of the principal amount thereofthereof (or the accreted value of such other Senior Subordinated Indebtedness, together with if such other Senior Subordinated Indebtedness is issued at a discount) plus accrued interestinterest thereon, if any, to the Purchase Date. To the extent that any amount date of Collateral Excess Proceeds remains after completion of such Offer purchase pursuant to Purchase, an offer to purchase made by the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess as set forth below (a “Net Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase DateOffer”); provided, however, that if the Issuers elect Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales not otherwise applied in accordance with this covenant equal or exceed $15,000,000. Subject to the deferral right set forth in the final proviso of the preceding paragraph, each notice of a Net Proceeds Offer shall be mailed, by first-class mail, to Holders not more than 360 days after the relevant Asset Sale or, in the event the Company or a Restricted Subsidiary has entered into a binding agreement as provided in (or are B) above, within 360 days following the termination of such agreement but in no event later than 540 days after the relevant Asset Sale. Such notice shall specify, among other things, the purchase 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 terms procedures set forth in this Indenture. Upon receiving notice of any Applicable Debtthe Net Proceeds Offer, Holders may elect to tender their Securities in whole or in part in integral multiples of $1,000. To the extent Holders properly tender Securities in an amount which, together with all other Senior Subordinated Indebtedness so tendered, exceeds the Net Proceeds Offer, Securities and other Senior Subordinated Indebtedness of tendering Holders shall be repurchased on a pro rata basis in integral multiples of $1,000 (based upon the aggregate principal amount tendered, or, if applicable, the aggregate accreted value tendered), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any the aggregate principal amount of Excess Securities tendered pursuant to any Net Proceeds remains after completion 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 Offer to PurchaseNet Proceeds Offer, the Company may use any remaining portion of such remaining amount Net Cash Proceeds not required to fund the repurchase of tendered Securities and other Senior Subordinated Indebtedness for general corporate purposesany purposes not otherwise prohibited by this Indenture. Upon the consummation of any Net Proceeds Offer, and the amount of Excess Net Cash Proceeds subject to any future Net Proceeds Offer from the Asset Sales giving rise to such Net Cash Proceeds shall be reset deemed to be zero. (e) On or before . The Company shall comply with the Purchase Date, requirements of Rule 14e-1 under the Trustee shall, Exchange Act to the extent lawful, accept for payment, on a pro rata basis or by such other method as applicable in connection with the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered repurchase of Securities pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4a Net Proceeds Offer.

Limitation on Asset Sales. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, consummate an make any Asset Sale unless: : (i) the Company or 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 evidenced by a resolution of the Property Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or assets other property sold or otherwise disposed ofof in the Asset Sale; and (ii) at least 8575% of such consideration consists of either cash or Cash Equivalents. For purposes of this Section 4.16, "cash" shall include (x) the consideration amount of any Indebtedness (other than any Indebtedness that is by its terms subordinated to the Notes), accounts payable and accrued expenses of the Company or such Restricted Subsidiary that is assumed by the transferee of any 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 such assumption of Indebtedness is effected on a basis such that there is no further recourse to the Company or any of the Restricted Subsidiaries with respect to such liabilities (other than customary indemnifications to the transferee and its Affiliates) and (y) any notes, obligations or securities received by the Company or such Restricted Subsidiary for from such Property or assets consists of cash or Eligible Cash Equivalents; provided that the amount of 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 (x) contingent liabilities and liabilities transferee that are by their terms subordinate to the Notes or any Guarantee thereof by any Restricted Subsidiary due and (y) unsecured liabilities) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received payable within 60 days by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause into cash (A) or (B) in each case to the extent that of the cash received). (b) Within 270 days after receipt of Net Proceeds from any Asset Sale, the Company elects or is so required: may elect to apply the Net Proceeds from such Asset Sale: (Ai) to repay or purchase and reduce outstanding Applicable Debt and, in the case Indebtedness of revolving loans and other similar obligations, reduce the commitment thereundera Restricted Subsidiary; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or and/or (Bii) to make an investment in Replacement Assets; providedin, howeveror acquire assets and properties that will be used in, that such investment occurs or the business of the Company or such a Restricted Subsidiary enters into contractual commitments to make such investmentSubsidiary, subject only to customary conditions (other than existing on the obtaining Issue Date or in a Related Business. Pending the final application of financing), on or prior to the 270th day following receipt of any such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary may temporarily reduce Indebtedness of the Company under the Credit Agreement or temporarily invest such Net Proceeds in cash or Cash Equivalents. Any Net Proceeds from an Asset Sale not applied or invested as provided in the normal course first sentence of business shall not be subject to this clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any within 270 days of such Asset Sale involving Collateral that are not used will be deemed to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When Each date that the aggregate amount of Collateral Excess Proceeds in respect of which an Asset Sale Offer (as defined below) has not been made exceeds $10,000,0005.0 million shall be deemed an "Asset Sale Offer Trigger Date." As soon as practicable, but in no event later than 20 Business Days after each Asset Sale Offer Trigger Date, the Issuers Company shall make commence an offer (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds. Any Notes to be purchased pursuant to an Asset Sale Offer to Purchase, from all Holders on a shall be purchased pro rata basis, Notes in an based on the aggregate principal amount equal to the Collateral Excess Proceedsof Notes outstanding, and all Notes shall be purchased at a Purchase Price an offer price in cash in an amount equal to 100% of the principal amount thereof, together with plus accrued interest, if any, and unpaid interest to the Purchase Datedate of purchase. To the extent that any amount of Collateral Excess Proceeds remains remain after completion of such Offer to Purchasean Asset Sale Offer, the Company may use such the remaining amount for general corporate purposes, and purposes otherwise permitted by this Indenture. Upon the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms consummation of any Applicable Debt)Asset Sale Offer, such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be deemed to be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless(including the sale of any of the Capital Stock of any Restricted Subsidiary) providing for Net Proceeds in excess of $3,000,000 unless at least 75% of the Net Proceeds from such Asset Sale are applied (in any manner otherwise permitted hereunder) to one or more of the following purposes in such combination as the Company shall elect: (i) an investment in another asset or business in the same line of business as, or a line of business similar to that of, the line of business of the Company or such and its Restricted Subsidiary, as the case may be, receives consideration Subsidiaries at the time of the Asset Sale; provided that such investment occurs on or prior to the 365th day following the date of such Asset Sale at least equal to (the Fair Market Value of the Property or assets sold or otherwise disposed of; "Asset Sale Disposition Date"), (ii) to reimburse the Company or its Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking, (iii) the purchase, redemption or other prepayment or repayment of outstanding Senior Indebtedness of the Company or Indebtedness of the Company's Restricted Subsidiaries on or prior to the 365th day following the Asset Sale Disposition Date or (iv) an Offer expiring on or prior to the Purchase Date (as defined herein). (b) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless at least 8575% of the consideration thereof received by the Company or such Restricted Subsidiary for such Property is in the form of cash, cash equivalents or assets consists of cash or Eligible Cash Equivalentsmarketable securities; provided that that, solely for purposes of calculating such 75% of the consideration, the amount of (i) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheetsheet or in the notes thereto, excluding contingent liabilities and trade payables) of the Company or any Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesExchange Debentures) that are assumed in writing by the transferee of any such assets and (and for which ii) any notes or other obligations received by the Company receives a written release or any such Restricted Subsidiary from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause into cash (A) or (B) in each case to the extent that of the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financingcash received), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced shall be deemed to be so applied within 365 days following the receipt of such Net Cash Proceeds; cash and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision cash equivalents for purposes of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) provision. Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest applied or invested as provided in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt 4.14(a) hereof shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,0006,000,000 (such date being an "Asset Sale Trigger Date"), the Issuers Company shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate of Exchange Debentures to purchase the maximum principal amount equal to of the Collateral Exchange Debentures then outstanding that may be purchased out of Excess Proceeds, at a Purchase Price an offer price in cash in an amount equal to 100% of the principal amount thereof, together with thereof plus any accrued interest, if any, and unpaid interest to the Purchase Date. Date in accordance with the procedures set forth in this Indenture. (d) To the extent that any amount of Collateral Excess Proceeds remains remain after completion of such Offer to Purchasean Offer, the Company may use such remaining amount for general corporate purposes, and . (e) If the aggregate principal amount of Exchange Debentures surrendered by Holders thereof exceeds the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000Proceeds, the Issuers Trustee shall make an Offer select the Exchange Debentures to Purchase, from all Holders be purchased on a pro rata basis, Notes in an aggregate principal amount equal to basis by lot or by a method that complies with the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms requirements of any Applicable Debt), such Offer to Purchase may be made ratably to purchase stock exchange on which the Senior Notes are listed and such Applicable Debt. To that the extent that any amount of Excess Proceeds remains after Trustee considers fair and appropriate. (f) Upon completion of such Offer to Purchasean Asset Sale Offer, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to at zero. (eg) On or before Notwithstanding the Purchase Date, the Trustee shallforegoing, to the extent lawfulthat any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, accept the portion of such Net Proceeds so affected will not be required to be applied pursuant to this Section 4.14, but may be retained for paymentso long, on a pro rata basis or by such other method but only for so long, as the Trustee shall deem fair and appropriate applicable local law prohibits repatriation to the extent necessaryUnited States. The Company will promptly take all reasonable actions required by the applicable local law to permit such repatriation, Notes or portions thereof or beneficial interests and once such repatriation of any affected Net Proceeds is not prohibited under a Global Note properly tendered pursuant to applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds will be applied in the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, manner set forth above as if any, such Asset Sale have occurred on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms date of this Section 4repatriation.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: : (i1) the Company or such 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 Property or assets sold or otherwise disposed of; disposed; (ii2) at least 8575% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Restricted Subsidiary for such Property or assets consists Asset Sale is in the form of cash or Eligible Cash EquivalentsEquivalents and is received at the time of such disposition; provided that the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent applicable balance sheet) of the Company or any such Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesNotes) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will shall be deemed to be cash for the purposes of this clause provision so long as the documents governing such liabilities provide that there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities; and (ii); and (iii3) the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds received relating to such Asset Sale within 360 days of receipt thereof either: (a) to repay (i) Permitted Indebtedness of the Company or any Restricted Subsidiary of the type described in (A) clause (3) of the definition thereof that is secured by Permitted Liens of the type described in clause (14) of the definition thereof, (B) clause (10) of the definition thereof that is secured by Permitted Liens of the type described in clause (6) or (7) of the definition thereof, or (C) clause (11) of the definition thereof that is secured by Permitted Liens of the type described in clause (17) of the definition thereof or (ii) Indebtedness of the type described in clause (13) of the definition of the term Permitted Liens that is secured by Permitted Liens of the type described in clause (13) of the definition thereof, in each case, to the extent such Indebtedness is not by its terms subordinated to the Notes or the Guarantees and such Permitted Liens are not subordinated to Permitted Liens of the type describe in clause (15) of the definition thereof; (b) to the extent that the assets and property sold pursuant to such Asset Sale constitute Shared Collateral of (i) the Company or any Guarantor (other than the Railway Subsidiary), to repay Indebtedness under the Credit Agreement or (ii) the Railway Subsidiary, to repay (A) Indebtedness under the Credit Agreement (and permanently reduce the commitments thereunder) or (B) the Railway Term Loan; (c) to make (or enter into a definitive agreement committing to do so within 180 days after the date that is 360 days following the date of receipt of such Net Cash Proceeds) an investment in property, plant, equipment or other non-current assets that replace the properties and assets that were the subject of such Asset Sale or that will be used or useful in a Permitted Business (including expenditures for maintenance, repair or improvement of existing properties and assets) or the acquisition of all of the Capital Stock of a Person engaged in a Permitted Business; or (d) a combination of repayment and investment permitted by the foregoing clauses (3)(a), (3)(b) and (3)(c). Pending the final application of Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or invest such Net Cash Proceeds in Cash Equivalents. On the 361st day after its receipt of Net Cash Proceeds relating to 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 such Net Cash Proceeds as set forth in clauses (3)(a), 3(b), 3(c) or 3(d) of the preceding paragraph (each, a ”Net Proceeds Offer Trigger Date”) (but subject to clause (y) of the proviso in this sentence), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b), (3)(c) and 3(d) of the preceding paragraph (each a ”Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth 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 and all holders of other Applicable Indebtedness (other than Indebtedness of the type described in clause (A3)(a) or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii3)(b) of the immediately preceding sentence. (bparagraph) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used containing provisions similar to reinvest those set forth in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When 4.10 on a prorata basis, the aggregate maximum principal amount of Collateral Excess Notes and such other Applicable Indebtedness that may be purchased with the Net Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, Amount at a Purchase Price in cash price equal to 100% of the principal amount thereofthereof (or if such Indebtedness was issued with original issue discount, together with 100% of the accreted value), plus accrued interestand unpaid interest and Additional Interest thereon, if any, to the Purchase Date. To the extent that any amount date of Collateral Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Datepurchase; provided, however, that if the Issuers elect (or are required x) at any time any non-cash consideration received by the terms Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Applicable DebtAsset 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 Offer conversion or disposition shall be deemed to Purchase may be made ratably to purchase constitute an Asset Sale hereunder on the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion date of such Offer to Purchaseconversion or disposition, as the Company case may use such remaining amount for general corporate purposesbe, and the amount of Excess Net Cash Proceeds thereof shall be reset to zero. applied in accordance with this Section 4.10 and (ey) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment any Net Cash Proceeds are not applied by the Issuers date provided in any definitive agreement described under clause (3)(c) of the immediately preceding paragraph (as such date may be extended in accordance with the terms of such definitive agreement, but in any event, to a date no later than 180 days following such 361st date), such date (as extended, if applicable) and the aggregate amount of such Net Cash Proceeds shall immediately be deemed to be a “Net Proceeds Trigger Date” and “Net Proceeds Offer Amount”, respectively, and such aggregate amount shall be subject to a Net Proceeds Offer and such Net Cash Proceeds shall be applied in accordance with this paragraph. The Company may defer any Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Asset Sales in which case the accumulation of such amount shall constitute a Net Proceeds Offer Trigger Date (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to the immediately preceding paragraph). Upon the completion of each Net Proceeds Offer, the Net Proceeds Offer Amount will be reset at zero, and for the avoidance of doubt, if the aggregate principal amount of Notes properly tendered in connection with such Net Proceeds Offer was less than the Net Proceeds Offer Amount, any Net Cash Proceeds relating to, and remaining following the completion of, such Net Proceeds Offer shall no longer constitute Net Cash Proceeds for purposes of this Section 44.10. 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 in Section 5.01, which transaction does not constitute a Change of Control, the successor entity shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.10, and shall comply with the provisions of this Section 4.10 with respect to such deemed sale as if it constituted 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 Section 4.10. Each notice of a Net Proceeds Offer shall be mailed first class, postage prepaid, to the record Holders as shown on the register of Holders within 20 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless(including the sale of any of the Capital Stock of any Restricted Subsidiary) providing for Net Proceeds in excess of $2,500,000 unless at least 75% of the Net Proceeds from such Asset Sale are applied (in any manner otherwise permitted hereunder) to one or more of the following purposes in such combination as the Company shall elect: (i) an investment in another asset or business in the same line of business as, or a line of business similar to that of, the line of business of the Company or such and its Restricted Subsidiary, as the case may be, receives consideration Subsidiaries at the time of the Asset Sale; provided that such investment occurs on or prior to the 365th day following the date of such Asset Sale at least equal to (the Fair Market Value of the Property or assets sold or otherwise disposed of; "Asset Sale Disposition Date"), (ii) to reimburse the Company or its Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking, (iii) the purchase, redemption or other prepayment or repayment of outstanding Senior Indebtedness of the Company or Indebtedness of the Company's Restricted Subsidiaries on or prior to the 365th day following the Asset Sale Disposition Date or (iv) an Offer expiring on or prior to the Purchase Date as defined herein. (b) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless at least 8575% of the consideration thereof received by the Company or such Restricted Subsidiary for such Property is in the form of cash, cash equivalents or assets consists of cash or Eligible Cash Equivalentsmarketable securities; provided that that, solely for purposes of calculating such 75% of the consideration, the amount of (i) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) sheet or in the notes thereto, excluding contingent liabilities and trade payables), of the Company or any Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesSenior Notes) that are assumed in writing by the transferee of any such assets and (and for which ii) any notes or other obligations received by the Company receives a written release or any such Restricted Subsidiary from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause into cash (A) or (B) in each case to the extent that of the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financingcash received), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced shall be deemed to be so applied within 365 days following the receipt of such Net Cash Proceeds; cash and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision cash equivalents for purposes of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) provision. Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest applied or invested as provided in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt 4.14(a) hereof shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,0005,000,000 (such date being an "Asset Sale Trigger Date"), the Issuers Company shall make an Offer to Purchase, from all Holders on a pro rata basis, of Senior Notes in an aggregate to purchase the maximum principal amount equal to of the Collateral Senior Notes then outstanding that may be purchased out of Excess Proceeds, at a Purchase Price an offer price in cash in an amount equal to 100% of the principal amount thereof, together with thereof plus any accrued interest, if any, and unpaid interest to the Purchase Date. Date in accordance with the procedures set forth in this Indenture. (d) To the extent that any amount of Collateral Excess Proceeds remains remain after completion of such Offer to Purchasean Offer, the Company may use such remaining amount for general corporate purposes, and . (e) If the aggregate principal amount of Senior Notes surrendered by Holders thereof exceeds the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000Proceeds, the Issuers Trustee shall make an Offer select the Senior Notes to Purchase, from all Holders be purchased on a pro rata basis, Notes in an aggregate principal amount equal to by lot or by a method that complies with the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms requiremetns of any Applicable Debt), such Offer to Purchase may be made ratably to purchase stock exchange on which the Senior Notes are listed and such Applicable Debt. To that the extent that any amount of Excess Proceeds remains after Trustee considers fair and appropriate. (f) Upon completion of such Offer to Purchasean Asset Sale Offer, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to at zero. (eg) On or before Notwithstanding the Purchase Date, the Trustee shallforegoing, to the extent lawfulthat any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, accept the portion of such Net Proceeds so affected will not be required to be applied pursuant to this Section 4.14 but may be retained for paymentso long, on a pro rata basis or by such other method but only for so long, as the Trustee shall deem fair and appropriate applicable local law prohibits repatriation to the extent necessaryUnited States. The Company will promptly take all reasonable actions required by the applicable local law to permit such repatriation, Notes or portions thereof or beneficial interests and once such repatriation of any affected Net Proceeds is not prohibited under a Global Note properly tendered pursuant to applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds will be applied in the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, manner set forth above as if any, such Asset Sale have occurred on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms date of this Section 4repatriation.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: : (i1) the Company or such the applicable 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 fair market value of the Property or assets that are sold or otherwise disposed of; , as determined in good faith by the Company's Board of Managers; (ii2) at least 8575% of the consideration received by the Company or such the applicable Restricted Subsidiary for such Property or assets consists from the Asset Sale is in the form of cash or Eligible Cash Equivalents; provided that Equivalents and is received at the time of the Asset Sale. For the purposes of this provision, the amount of any liabilities (as shown on the Company's most recent applicable balance sheet of the Company or such the applicable Restricted Subsidiary's most recent balance sheet, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of this provision; and (3) if such Asset Sale involves Collateral, it complies with the applicable provisions of this Indenture and the Security Documents. Upon the consummation of an Asset Sale, the Company applies, or causes the Applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to the Asset Sale within 365 days of having received the Net Cash Proceeds: (1) in the case of Net Cash Proceeds from an Asset Sale involving any Collateral or any assets that constituted Collateral immediately prior to such Asset Sale (whether directly or indirectly through an Asset Sale of Capital Stock of a Guarantor that holds Collateral), to the extent such Net Cash Proceeds constitute proceeds from the sale or other disposition of Collateral: (A) to repay (I) Indebtedness secured by Liens on Collateral that are the subject of such Asset Sale that are senior to the Liens securing the Notes or the Guarantees and incurred in compliance with this Indenture (provided that such repayment permanently reduces amounts outstanding under such Indebtedness) or (II) to the extent such Net Cash Proceeds are derived from the sale of assets of HSCC held by HSCC on the Issue Date, then to repay all or any portion of the BASF Note; and/or (B) to 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 the 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") (provided that substantially all of such Replacement Assets shall become Collateral); and/or (C) to make an 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 substantially all of the assets so acquired shall become Collateral), and/or (D) if, at the time of such Asset Sale, (i) the outstanding Second Priority Senior Secured Indebtedness under the Second Priority Credit Facilities equals or exceeds $200.0 million and (ii) the Second Priority Representative acting upon the instructions of the required number of lenders under the Second Priority Credit Facilities waives the mandatory repayment of the Second Priority Senior Secured Indebtedness required by such Credit Facilities with all or any portion of the Net Cash Proceeds of such Asset Sale (the "Waived Proceeds"), then to use the Waived Proceeds for any purpose not prohibited by this Indenture, provided that such Waived Proceeds may not be used to repay any Indebtedness of the Co-Company or any Restricted Subsidiary other than any Indebtedness that is secured by Liens on Collateral that are senior to the Liens securing the Notes and Guarantees and following such repayment the Company shall be regarded as having fully complied with this Section 4.15 with respect to such Waived Proceeds; (2) in the case of Net Cash Proceeds from an Asset Sale, whether or not involving any Collateral, to the extent such Net Cash Proceeds do not constitute proceeds from the sale or other disposition of Collateral: (A) to repay Pari Passu Indebtedness (including First Priority Senior Secured Indebtedness) of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary which is not a Guarantor (provided that such repayment permanently reduces amounts outstanding under such Indebtedness); (B) to make an investment in or expenditure for Replacement Assets; (C) to make an 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; and/or (D) if, at the time of such Asset Sale, (i) the outstanding Second Priority Senior Secured Indebtedness under the Second Priority Credit Facilities equals or exceeds $200.0 million and (ii) the Second Priority Representative acting upon the instructions of the required number of lenders under the Second Priority Credit Facilities waives the mandatory repayment of the Second Priority Senior Secured Indebtedness required by such Credit Facilities with all or any portion of the Waived Proceeds, then to use the Waived Proceeds for any purpose not prohibited by this Indenture, provided that such Waived Proceeds may not be used to repay any Indebtedness of the Company or any Restricted Subsidiary other than (a) any Indebtedness that is secured by Liens on Collateral that are senior to the Liens securing the Notes and Guarantees or (b) any other Indebtedness pursuant to clause (2)(A) above, and following such repayment the Company shall be regarded as having fully complied with this Section 4.15 with respect to such Waived Proceeds. With respect to clauses (1)(B) and (C) and (2)(B) and (C) above, the Company only may apply Net Cash Proceeds in excess of $15 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) towards: • assets which will be owned by the Company or a Guarantor and not constituting an Investment; or • the Capital Stock of a Person that becomes a Guarantor. On the 366th day after an Asset Sale or any earlier date, if any, on which the board of the Company or board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the preceding paragraph (xeach, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds (other than Net Cash Proceeds of Asset Sales, including the Asset Sale for which a determination is being made, not to exceed $15.0 million during any single calendar year) contingent liabilities which have not been applied or contractually committed to be applied (and liabilities that are by their terms subordinate to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by extent not subsequently applied, the transferee of any such assets (and for which the Company receives a written release from the creditors) will Net Proceeds Offer Trigger Date related thereto shall be deemed to be cash for the purposes date of this clause termination of such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the second preceding paragraph (ii); and (iiithe "Net Proceeds Offer Amount") the Net Cash Proceeds received shall be applied by the Company or such Restricted Subsidiary relating to Assets Sales make an offer to purchase (or repay, prepay or redeem, as the case may be) (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from: • all Holders of Notes (including any Additional Notes subsequently issued under this Indenture); and • to the extent such Net Proceed Offer Amount constitutes proceeds from the sale or other disposition of Collateral, all other Holders of Indebtedness of the Company or a Guarantor secured by Liens on Collateral that are applied the subject of such Asset Sale that are equal to the Liens securing the Notes that contains provisions requiring that an offer to purchase (or other repayment, prepayment or redemption, as set forth applicable) of such other Indebtedness be made with the proceeds from the Asset Sale; and/or • to the extent that such Net Proceeds Offer Amount does not constitute proceeds from the sale or other disposition of Collateral, all other holders of other Indebtedness of the Company or a Guarantor that is equal in clause right of payment with the Notes and contains provisions requiring that an offer to purchase (or other repayment, prepayment or redemption, as applicable) such other Indebtedness be made with the proceeds from the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased (or repaid, prepaid, or redeemed, as the case may be) with the Net Proceeds Offer Amount. The offer price for Notes in any Net Proceeds Offer will be equal to 100% of the principal value of the Notes to be purchased, plus any accrued and unpaid interest to the date of purchase. The pro rata portion of the Net Proceeds Offer Amount allocable to the Holders of Notes (the "Notes Net Proceeds Offer Amount") shall be determined as of the date of the applicable Asset Sale and shall be equal to an amount determined by multiplying the Net Proceeds Offer Amount by a fraction, the numerator of which is the aggregate principal amount of the Notes outstanding (including any Additional Notes) as of such date of determination and the denominator is the sum of the aggregate principal amount of the Notes and any other Indebtedness otherwise subject to a Net Proceeds Offer in accordance with the second or third bullet of this paragraph, as applicable, outstanding as of such date of determination. Notwithstanding the foregoing, this Indenture will not prohibit the purchase, repayment, prepayment or redemption of Indebtedness otherwise subject to a Net Proceeds Offer in accordance with the second or third bullet of the preceding paragraph prior to the consummation of any Net Proceeds Offer; provided that (A) the credit agreement, Indenture or other similar agreement governing such Indebtedness requires such earlier purchase, repayment, repayment or redemption and (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt event of such Net Cash Proceeds; earlier purchase, repayment, prepayment or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions redemption (other than the obtaining of financingin compliance with clauses (1)(A) or (2)(A) above), on or prior (i) the Notes Net Proceeds Offer Amount will only be available to make a Net Proceeds Offer to Holders of Notes and (ii) the 270th day following receipt Net Proceeds Offer Trigger Date shall be deemed to be a date of such earlier repayment, prepayment or redemption. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Notes Net Proceeds Offer Amount equal to or in excess of $10 million resulting from one or more Asset Sales (at which time the entire unutilized Notes Net Proceeds Offer Amount, and not just the amount in excess of $10 million, shall be applied to a Net Proceeds Offer for the Notes) (and at which time any other unutilized Net Proceeds Offer Amount shall be applied to such Net Proceeds Offer for the applicable Indebtedness). The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to for such Asset Sale must be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, in accordance with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into 4.15: • in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company 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); or • in the normal course 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, 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 Section 4.15, and shall comply with the provisions of this Section 4.15 with respect to such deemed sale 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 Section 4.15. Notwithstanding the provisions described in the immediate preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such provisions to the extent: (1) at least 80% of the consideration for such Asset Sale constitutes Replacement Assets; and (2) such Asset Sale is for fair market value. Any consideration that (i) does not constitute Replacement Assets or (ii) is received from the sale or other disposition of Collateral and that is received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted under this paragraph will constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. Each Net Proceeds Offer for Notes shall be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. 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 conflict with this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be subject deemed to clause (ii) of the immediately preceding sentence. (b) Any have breached its obligations under this Section 4.15 by virtue thereof. All Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt shall, pending their application in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When 4.15 or the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions release thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms provisions of this Indenture and the Security Documents, be deposited and held in the Collateral Account; provided that such Net Cash Proceeds may be withdrawn from the Collateral Account from time to time solely to be applied in accordance with this Section 44.15. After consummation of any Net Proceeds Offer for Notes, any Notes Net Proceeds Offer Amount not applied to any such purchase may be used by the Company for any purpose permitted by the other provisions of this Indenture.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, consummate an make any Asset Sale unless: (i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Sale at least equal to not less than the Fair Market Value fair market value of the Property or assets sold or otherwise disposed of; subject to such Asset Sale; (ii) at least 8575% of the consideration received by the Company or such Restricted Subsidiary for such Property or assets consists Asset Sale is in the form of (A) cash or Eligible Cash Equivalents; provided that the amount of any , (B) 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 (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted the Subsidiary and (y) unsecured liabilitiesGuarantees) that are assumed in writing by the transferee of any such assets (and for which provided that, following such Asset Sale there is no further recourse to the Company receives a written release from or its Restricted Subsidiaries with respect to such liabilities), or (C) fixed assets or property that, in the creditors) good faith judgment of the Managers, at the time of such Asset Sale will be deemed to be cash for used in a Related Business of the purposes of this clause (ii)Company or its Restricted Subsidiaries; and and (iii) within 270 days of such Asset Sale (or within 30 days in the case of an Asset Sale or series of related Asset Sales with Net Proceeds of $15,000,000 or more), the Net Cash Proceeds received by thereof are (A) invested in fixed assets or property that, in the good faith judgment of the Managers, at the time of such Asset Sale will be used in a Related Business of the Company or its Restricted Subsidiaries, (B) applied to repay Indebtedness under Purchase Money Obligations incurred in connection with the asset so sold, (C) applied to repay Indebtedness under the Credit Facility and permanently reduce the commitment thereunder in the amount of the Indebtedness so repaid or (D) to the extent not used as provided in clauses (A), (B), or (C) applied to make an offer to purchase Notes as described below (an "Excess Proceeds Offer"); provided that, the Company will not be required to make an Excess Proceeds Offer until the amount of Excess Proceeds is greater than $5,000,000. The foregoing provisions in (i) or (ii) above shall not apply to an Event of Loss. Pending the final application of any Net Proceeds, the Company may temporarily reduce Indebtedness under the Credit Facility or temporarily invest such Restricted Subsidiary relating to Assets Sales are Net Proceeds in Cash Equivalents. Net Proceeds not invested or applied as set forth in clause subclause (A), (B) or (BC) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (iiiii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall above constitute "Excess Proceeds." (c) When " If the aggregate amount of Collateral Company elects, or becomes obligated to make an Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date. To the extent that any amount of Collateral because such Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds exceed $5,000,000, the Issuers shall make an Offer offer to Purchase, from all Holders on a pro rata basis, purchase Notes in having an aggregate principal amount equal to the Excess ProceedsProceeds (the "Purchase Amount"), at a Purchase Price in cash purchase price equal to 100% of the aggregate principal amount thereof, together with plus accrued interestand unpaid interest thereon and Liquidated Damages, if any, to the Purchase Date; provided, however, that if purchase date. The Issuers must consummate such Excess Proceeds Offer not later than 30 days after the Issuers elect expiration of the 270-day (or are required by 30-day) period following the terms of any Applicable Debt), Asset Sale that produced such Offer to Purchase may be made ratably to Excess Proceeds. If the aggregate purchase price for the Notes and such Applicable Debt. To tendered pursuant to the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchaseis less than the Excess Proceeds, the Company and its Restricted Subsidiaries may use the portion of the Excess Proceeds remaining after payment of such remaining amount purchase price for general corporate purposes, and the amount of . Each Excess Proceeds Offer shall be reset to zero. remain open for a period of 20 Business Days and no longer, unless a longer period is required by law (e) On the "Excess Proceeds Offer Period"). Promptly after the termination of the Excess Proceeds Offer Period (the "Excess Proceeds Payment Date"), the Issuers shall purchase and mail or before deliver payment for the Purchase DateAmount for the Notes or portions thereof tendered, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or suffer to exist or become effective any restriction that would impair the ability of the Issuers 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 Issuers 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 deem fair govern the terms of the Excess Proceeds Offer, and appropriate shall state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.10, the principal amount of Notes which shall be accepted for payment and that all Notes validly tendered shall be accepted for payment on a pro rata basis; (2) the purchase price and the date of purchase; (3) that any Notes not tendered or accepted for payment pursuant to the extent necessaryExcess Proceeds Offer shall continue to accrue interest; (4) that, unless the Issuers default in the payment of the purchase price with respect to any Notes tendered, Notes accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest after the Excess Proceeds Payment Date; (5) that Holders electing to have Notes purchased pursuant to an Excess Proceeds Offer shall be required to surrender their Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Issuers prior to the close of business on the third Business Day immediately preceding the Excess Proceeds Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuers receive, not later than the close of business on the second Business Day preceding the Excess Proceeds Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (7) that Holders whose Notes are purchased only in part shall be issued Notes representing the unpurchased portion of the Notes surrendered; provided that, each Note purchased and each new Note issued shall be in principal amount of $1,000 or whole multiples thereof; and (8) the instructions that Holders must follow in order to tender their Notes. On or before the Excess Proceeds Payment Date, the Issuers shall (i) accept for payment on a pro rata basis the Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to PurchaseExcess Proceeds Offer, (ii) deposit with the Paying Agent U.S. legal tender money sufficient to pay the purchase price plus accrued interest, if any, on the of all Notes to be purchased or portions thereof so accepted and (iii) deliver to the Trustee the Notes so accepted, together with an Officers' Certificate stating that such the Notes or portions thereof were tendered to the Issuers are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment by in an amount equal to the purchase price of such Notes, and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. The Issuers in accordance with shall make a public announcement of the terms results of the Excess Proceeds Offer as soon as practicable after the Excess Proceeds Payment Date. For the purposes of this Section 44.10, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary to, consummate an Asset Sale unless: (i) unless the Company or such Restricted Subsidiary, as the case may be, (i) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property or assets sold or otherwise disposed of; (ii) at least 85% of the consideration received by the Company or such Restricted Subsidiary for such Property or assets consists of cash or Eligible Cash Equivalents; provided that the amount of 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 (x) contingent liabilities and liabilities that are by their terms subordinate to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesSubsidiary) that are assumed in writing or forgiven by the transferee of any such assets (and for which the Company receives a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (A) or (B) in each case applied, to the extent that the Company elects or is so required: elects, (A) to repay or purchase and permanently reduce outstanding Applicable Permitted Secured Debt and, or the Existing Notes (including Existing Notes issuable in connection with the case of revolving loans Debt Warrants) and other similar obligations, to permanently reduce the commitment thereunder; commitments in respect thereof, provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; , or (B) to an investment in Replacement Assets; , provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds (the "Reinvestment Date") and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps and Fuel Hedging Obligations entered into by the Company or any Restricted Subsidiary in the normal ordinary course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Permitted Secured Debt or the Existing Notes (including Existing Notes issuable in connection with the Debt Warrants) in accordance with Section 4.9(a) shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basisHolders, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: : (i1) the Company or such 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 Property or assets sold or otherwise disposed of; of (iias determined in good faith by the Company's Board of Directors); (2) at least 8590% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Restricted Subsidiary for Asset Sale shall be in the form of cash, Cash Equivalents and/or Replacement Assets (as defined below) and is received at the time of such Property or assets consists of cash or Eligible Cash Equivalentsdisposition; provided provided, however, that the amount of any notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are within 30 days converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed, to the extent of cash so received, to be cash for purposes of this provision; provided further that 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 (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary Guarantee, and excluding Indebtedness other than Indebtedness under clause (y3) unsecured liabilitiesof the definition of "Indebtedness" or Purchase Money Indebtedness) that are assumed in writing by the transferee of any such assets (and for which are not otherwise thereafter required to be reflected on the Company receives a written release from the creditors) will Company's consolidated balance sheet shall be deemed to be cash for the purposes of this clause provision; (ii); and (iii3) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds received by the Company in excess of $5.0 million for any one Asset Sale (or such Restricted Subsidiary series of related Asset Sales) relating to Assets Sales are applied such Asset Sale (i) as set forth in contemplated by subclause (i) of clause (A14) of the definition of "Permitted Indebtedness" or (Bii) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the of receipt of such Net Cash Proceeds; or (B) thereof 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 (excluding Capital Stock other than Capital Stock of an entity that is (or will immediately become) a Guarantor) 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; provided") or to finance, howeverdirectly or indirectly, that a Permitted Business Acquisition or enter into a definitive agreement to effectuate such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investmentacquisition, subject only to customary conditions conditions, including FCC approval, within 90 days of receipt of the Net Cash Proceeds of such Asset Sale and consummate such acquisition within 360 days of receipt thereof; provided that (A) the primary purpose of such acquisition of Replacement Assets or Permitted Business Acquisition is to acquire, and there is acquired, a television station with a Big-4 (ABC, CBS, NBC or Fox) network affiliation agreement in place or the creation (through ownership by the Company and its Restricted Subsidiaries) of a "duopoly" in a market and (B) that the Company shall use all reasonable best efforts to promptly dispose of any other than the obtaining of financing), on assets acquired in such acquisition or prior Permitted Business Acquisition; provided further that to the 270th day following receipt of extent such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt were received from an Asset Sale of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving assets or property that constituted Collateral, such Replacement Assets so acquired shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into be owned by the Company or any Restricted Subsidiary in the normal course of business a Guarantor, shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Liens other than Permitted Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Offer to Purchase, Liens and the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased execute and deliver to the Trustee an Officers' Certificate stating such Security Documents or other instruments as shall be reasonably necessary to cause such property or assets to become Collateral subject to the Lien of the applicable Security Documents (subject to the release provisions contained in Article X); and (4) if such Asset Sale consists, in whole or in part, of the sale of any Capital Stock of any Restricted Subsidiary, Capital Stock of such Restricted Subsidiary shall be sold or otherwise disposed of in the same transaction or series of related transactions such that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4Person is no longer a Subsidiary.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: : (i1) the Company or such 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 Property or assets sold or otherwise disposed of; disposed; (ii2) at least 8575% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Restricted Subsidiary for such Property or assets consists Asset Sale is in the form of cash or Eligible Cash EquivalentsEquivalents and is received at the time of such disposition; provided that the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent applicable balance sheet) of the Company or any such Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesNotes) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will shall be deemed to be cash for the purposes of this clause provision so long as the documents governing such liabilities provide that there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities; and (ii); and (iii3) the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds received relating to such Asset Sale within 360 days of receipt thereof either: (a) to repay Indebtedness of CitiSteel and/or any Restricted Subsidiary (including the Credit Agreement and the Floating Rate Notes) and, if such Indebtedness is incurred pursuant to revolving commitments, permanently reduce such commitment thereunder in the amount of the Indebtedness so repaid; (b) to make (or enter into a definitive agreement committing to do so not later than 180 days after the date that is 360 days following the date of receipt of such Net Cash Proceeds) an investment in property, plant, equipment or other non-current assets that replace the properties and assets that were the subject of such Asset Sale (including the repayment of indebtedness incurred in advance to replace such properties or assets) or that will be used or useful in a Permitted Business (including expenditures for maintenance, repair or improvement of existing properties and assets) or the acquisition of all of the Capital Stock of a Person engaged in a Permitted Business; provided that such definitive agreement will be treated as a permitted application of the Net Cash Proceeds from the date of such agreement until and only until the earlier of (x) the date on which such investment or acquisition, as applicable, is consummated and (y) the 180th day following the expiration of the aforementioned 360-day period. If the investment or acquisition, as applicable, contemplated by such definitive agreement is not consummated on or before such 180th day and the Company or such Restricted Subsidiary will not have applied such Net Cash Proceeds pursuant to clause (a) of this paragraph on or before such 180th day, such definitive agreement will be deemed not to have been a permitted application of Net Cash Proceeds; or (c) a combination of repayment and investment permitted by the foregoing clauses (3)(a) and (3)(b). Pending the final application of Net Cash Proceeds, the Company and its Restricted Subsidiaries may temporarily reduce revolving credit borrowings or invest such Net Cash Proceeds in Cash Equivalents. On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph (each a “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause make an offer to purchase (Athe “Net Proceeds Offer”) or on a date (Bthe “Net Proceeds Offer Payment Date”) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 not less than 30 nor more than 60 days following the receipt of such applicable Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to PurchaseTrigger Date, from all Holders and all holders of other Applicable Indebtedness (other than Indebtedness under the Credit Agreement) containing provisions similar to those set forth in this Section 4.10 on a pro rata basis, Notes in an aggregate the maximum principal amount equal to of Notes and such other Applicable Indebtedness that may be purchased with the Collateral Excess Proceeds, Net Proceeds Offer Amount at a Purchase Price in cash price equal to 100% of the principal amount thereofthereof (or if such Indebtedness was issued with original issue discount, together 100% of the accreted value), plus accrued and unpaid interest thereon to the date of purchase. The Company may defer any Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Asset Sales in which case the accumulation of such amount shall constitute a Net Proceeds Offer Trigger Date (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to the immediately preceding paragraph). Upon the completion of each Net Proceeds Offer, the Net Proceeds Offer Amount will be reset at zero. 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 entity shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.10, and shall comply with accrued interestthe provisions of this Section 4.10 with respect to such deemed sale as if it constituted an Asset Sale. In addition, if anythe 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 Section 4.10. Each notice of a Net Proceeds Offer shall be mailed first class, postage prepaid, to the Purchase record Holders as shown on the register of Holders within 20 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of principal 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. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any amount of Collateral Excess Proceeds remains after completion of such Offer to Purchasesecurities laws or regulations conflict with this Section 4.10, the Company may use such remaining amount for general corporate purposes, shall comply with the applicable securities laws and the amount of Collateral Excess Proceeds regulations and shall not be reset deemed to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required have breached its obligations under this Section 4.10 by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion virtue of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zerocompliance. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.

Limitation on Asset Sales. (a) The Company Playboy will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: : (i1) Playboy (or the Company or 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 Property assets or assets Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is determined by the Board of Directors and, if the fair market value is in excess of $2.5 million, evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (ii3) at least 8575% of the consideration therefor received by the Company Playboy or such Restricted Subsidiary for such Property or assets consists is in the form of cash or Eligible Cash Equivalents; provided that . For purposes of this provision, each of the amount of following shall be deemed to be cash: (A) any liabilities (as shown on the Company's or such Restricted SubsidiaryPlayboy's most recent consolidated balance sheet) ), of the Company Playboy or any Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesNote Guarantee) that are assumed in writing by the transferee of any such assets (and for which the Company receives pursuant to a customary written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by the Company novation agreement that releases Playboy or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (A) or from further liability; and (B) in each case to the extent any securities, notes or other obligations received by Playboy or any such Restricted Subsidiary from such transferee that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company are converted by Playboy or such Restricted Subsidiary enters into contractual commitments cash or Cash Equivalents within 90 days of receipt (to make the extent of the cash received in that conversion); provided, that the 75% requirement referred to above in this clause (3) will not apply to any Asset Sale in which the cash portion of such investmentconsideration received therefor on an after tax basis, subject only to customary conditions determined in accordance with this clause (other than the obtaining of financing3), on is equal to or prior to greater than what the 270th day following receipt of after tax net proceeds would have been had such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following transaction complied with the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence75% requirement. (b) Any Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option and to the extent it selects, apply such Net Proceeds: (1) to permanently repay Indebtedness incurred under the Credit Agreement that is secured by the Collateral and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business; provided that the assets (including Voting Stock) acquired with the Net Proceeds thereof are pledged as Collateral under the Security Documents substantially simultaneously with such acquisition in accordance with the requirements of this Indenture; (3) to make a capital expenditure in or that is used or useful in a Permitted Business (to the extent such capital expenditure is capitalized on Playboy's consolidated balance sheet in accordance with GAAP); (4) to acquire other long-term assets in or that are used or useful in a Permitted Business; or (5) any combination of the foregoing; provided that the Company may not apply more than 50% of the net proceeds from any Asset Sale involving Collateral that are not used the sale of the Playboy Mansion pursuant to reinvest in Replacement Assets clause (2), (3), (4) or to repay Applicable Debt in accordance with (5) of this Section 4.9 shall constitute "Collateral Excess 4.13(b). (c) Pending the final application of any such Net Proceeds." Any , the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by this Indenture. Notwithstanding the foregoing, the Company and the Guarantors may not apply any of the net proceeds from any Asset Sale not involving Collateral all or substantially all of Playboy's and its Subsidiaries' interest in the Playboy or Rabbit Head Design trademarks pursuant to any of the clauses above, but shall be required to make an Asset Sale Offer with such proceeds. (d) Any Net Proceeds from Asset Sales that are not used to reinvest applied or invested as provided in Replacement Assets and/or repay Applicable Debt shall clause (c) will constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) " When the aggregate amount of Excess Proceeds exceeds $5,000,00010.0 million, the Issuers Company shall make an Offer offer to Purchase, from all Holders on a pro rata basis, of Notes in an aggregate and all Holders of other Indebtedness that is pari passu with the Notes and secured by Collateral to purchase the maximum principal amount equal to of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a Purchase Price Proceeds (an "Asset Sale Offer"). The offer price in cash any Asset Sale Offer will be equal to 100% of the principal amount thereof, together with plus accrued interestand unpaid interest and Liquidated Damages, if any, to the Purchase Date; provideddate of purchase, however, that if the Issuers elect (or are required by the terms of and will be payable in cash. If any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains remain after completion consummation of such Offer to Purchasean Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount for general corporate purposesof Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset to at zero. (e) On or before The Company will comply with the Purchase Date, requirements of Rule 14e-1 under the Trustee shall, Exchange Act and any other securities laws and regulations thereunder to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair laws and appropriate regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent necessary, Notes that the provisions of any securities laws or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit regulations conflict with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms provisions of this Section 44.13, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict.

Limitation on Asset Sales. (a) The Company will Borrower shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, consummate an any Asset Sale unless: unless (i) the Company Borrower or 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 Property or assets sold or otherwise disposed of; included in such Asset Sale, (ii) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing and (iii) at least 8575% of the consideration received by the Company Borrower or such Restricted Subsidiary for such Property or assets consists therefor is in the form of cash or Eligible Cash Equivalents; provided paid at the closing thereof, provided, however, that this clause (iii) shall not apply (A) if, after giving effect to such Asset Sale, the aggregate principal amount of all notes or similar debt obligations and Fair Market Value of all equity securities received by the Borrower from all Asset Sales since the Closing Date (other than such notes or similar debt obligations and such equity securities converted into or otherwise disposed of for cash and applied in accordance with the second succeeding sentence) would not exceed 2.5% of Consolidated Tangible Assets (B) to Asset Sales for which the non-cash consideration exceeds 25%, the Net Proceeds of which do not exceed $25,000,000 in the aggregate. The amount (without duplication) of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheetx) Indebtedness (other than Subordinated Indebtedness) of the Company Borrower or any Restricted such Subsidiary (other than (x) contingent liabilities that is expressly assumed by the transferee in such Asset Sale and liabilities that are with respect to which the Borrower or such Subsidiary, as the case may be, is unconditionally released by their terms subordinate to the Notes or any Guarantee thereof by any Restricted Subsidiary holder of such Indebtedness and (y) unsecured liabilities) any notes, securities or similar obligations or items of property received from such transferee that are assumed in writing immediately converted, sold or exchanged by the transferee Borrower or such Subsidiary for cash (to the extent of any such assets (and for which the Company receives a written release from the creditors) will cash actually so received), shall be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (A) or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence6. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary to, consummate an Asset Sale unless: unless the Company: (i) the Company or 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 Property property or assets sold or otherwise disposed of; ; (ii) at least 85% of the consideration received by the Company or such Restricted Subsidiary for such Property property or assets consists of cash or Eligible Cash Equivalents; provided that the amount of 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 (x) contingent liabilities and liabilities that are by their terms subordinate to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesNotes) that are assumed in writing or forgiven by the transferee of any such assets (and for which the Company receives a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and and (iii) the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (A) or (B) in each case applied, to the extent that the Company or any Restricted Subsidiary elects or is so required: , (A) to repay or purchase and permanently reduce outstanding Applicable Debt andof a Restricted Subsidiary, and to permanently reduce any commitments in the case of revolving loans and other similar obligationsrespect thereof, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or or (B) to an investment in Replacement Assets; , provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds (the "Reinvestment Date") and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps and Fuel Hedging Obligations entered into by the Company or any Restricted Subsidiary in the normal ordinary course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt of a Restricted Subsidiary shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers Company shall make an Offer to Purchase, from all Holders on a pro rata basisHolders, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date. To the extent that any amount of Collateral Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.Notes:

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate consummate, directly or indirectly, an Asset Sale Sale, unless: : (i1) the Company or 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 Property or assets sold or otherwise disposed of; and (ii2) except in the case of a Permitted Asset Swap, at least 8575% of the consideration therefor, together with all Asset Sales since the Issue Date (on a cumulative basis) received by the Company or such Restricted Subsidiary for such Property or assets consists Subsidiary, as the case may be, is in the form of cash or Eligible Cash Equivalents; provided that the amount of of: (A) any liabilities (as reflected in the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if Incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company's ’s or such Restricted Subsidiary's most recent ’s balance sheet or in the footnotes thereto if such Incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (Subsidiary, other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) Notes, that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditorsand all of its Restricted Subsidiaries have been validly released by all creditors in writing, (B) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds any securities, notes or other obligations or assets received by the Company or such Restricted Subsidiary relating to Assets Sales from such transferee that are applied as set forth in clause (A) or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or converted by the Company or such Restricted Subsidiary enters into contractual commitments cash (to make the extent of the cash received) within 180 days following the closing of such investmentAsset Sale, subject only and (C) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to customary conditions this clause (other C) that is at that time outstanding, no greater than the obtaining greater of financing), on or prior to (i) $40.0 million and (ii) 3% of Total Assets at the 270th day following receipt time of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, thatDesignated Non-cash Consideration, with respect the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to Asset Sales involving Collateralsubsequent changes in value, such Replacement Assets shall become subject be deemed to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision be cash for purposes of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentenceprovision and for no other purpose. (b) Any Within 450 days after the receipt of any Net Cash Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale: (1) to reduce: (A) obligations under the Credit Agreement, or under any Asset Sale involving Collateral other Debt which is secured Debt permitted by this Indenture (and, to the extent the obligations being reduced constitute revolving credit obligations, to correspondingly reduce commitments with respect thereto); or (B) Debt of a Restricted Subsidiary that is not a Guarantor, other than Debt owed to the Company or another Restricted Subsidiary (or any affiliate thereof); or (2) to make any combination of (A) an Investment in any one or more businesses; provided that if such business is not a Restricted Subsidiary such Investment is in the form of the acquisition of Capital Interests and results in the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Interests of such business such that it constitutes a Restricted Subsidiary, (B) an Investment in properties, (C) capital expenditures or (D) acquisitions of other assets, in the case of each of (A) through (D), that are not used or useful in a Similar Business or replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that, in the case of this clause (b) of Section 4.10, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to reinvest satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”); provided further, that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then, to the extent the 450-day period referred to in Replacement Assets or to repay Applicable Debt the first sentence of this paragraph has lapsed, such Net Proceeds shall constitute Excess Proceeds (as defined in accordance with clause (c) of this Section 4.9 shall constitute "Collateral Excess Proceeds4.10)." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) Any Net Proceeds from Asset Sales that are not invested or applied as provided and within the time period described in clause (b) of this Section 4.10 (or such earlier date as the Company may elect) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,00025.0 million, the Issuers Company shall make an Offer offer to Purchase, from all Holders on a pro rata basisof the Notes, Notes in and, if required or permitted by the terms of senior Debt, to the holders of such senior Debt (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount equal to of the Collateral Notes and such senior Debt that is a minimum of $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds, Proceeds at a Purchase Price an offer price in cash in an amount equal to 100% of the principal amount thereof, together with plus accrued and unpaid interest, if any, to the Purchase Datedate fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $25.0 million by giving the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (d) To the extent that any the aggregate amount of Collateral Notes and any other senior Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds remains after completion of such Offer to PurchaseProceeds, the Company may use such any remaining amount Excess Proceeds for general corporate purposes, and subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the senior Debt surrendered by such holders thereof exceeds the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price the Trustee shall select the Notes (subject to procedures of DTC, in cash equal the case of global notes) and the agent for such other senior Debt, as applicable, shall select such other senior Debt to 100% be purchased by lot, pro rata or by any other method customarily authorized by clearing systems (so long as authorized denomination results therefrom) based on the accreted value or principal amount of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (Notes or are required by the terms such other senior Debt tendered. Upon completion of any Applicable Debt)such Asset Sale Offer, such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset at zero. Additionally, the Company may, at its option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale; provided that such Asset Sale Offer shall be in an aggregate amount of not less than $10.0 million. Upon consummation of such Asset Sale Offer, any Net Proceeds not required to zerobe used to purchase Notes or such other senior Debt shall not be deemed Excess Proceeds. (e) On or before Pending the Purchase Datefinal application of any Net Proceeds pursuant to this Section 4.10, the Trustee shallholder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Debt outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. (f) Notwithstanding any other provisions of this covenant, (i) to the extent that any of or all the Net Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Disposition”) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other onerous organizational or administrative impediments from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied in compliance with this covenant so long, but only so long, as the applicable local law, documents or agreements will not permit repatriation to the United States (the Company hereby agreeing to use reasonable efforts (as determined in the Company’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to, within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, applicable organizational impediment or other impediment, such repatriated Net Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation could be made) applied (net of additional Taxes payable or reasonably reserved against as a result thereof) (whether or not repatriation actually occurs) in compliance with this covenant and (ii) to the extent that the Company has reasonably determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition would have an adverse Tax consequence (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Company, any Restricted Subsidiary or any of their respective Affiliates and/or equity owners would incur a tax liability, including a taxable dividend, deemed dividend pursuant to Code Section 956 or a withholding tax), the Net Proceeds so affected will not be required to be applied in compliance with this covenant. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. (g) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or an Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent lawful, accept for not included in the tender offer payment, on a pro rata basis or by such other method as the Trustee shall deem fair accrued and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued unpaid interest, if any, on thereon, to, but not including, the Notes to be purchased and deliver to date of such redemption. (h) To the Trustee an Officers' Certificate stating extent that such Notes the provisions of any securities laws or portions thereof were accepted for payment by the Issuers in accordance regulations conflict with the terms of this Section 4provisions herein, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described herein by virtue thereof.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of the Restricted Subsidiary Subsidiaries of the Company to, consummate an make any Asset Sale unless: Disposition, unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of received from such Asset Sale Disposition is at least equal to the Fair Market Value of the Property Capital Stock, property or other assets sold or otherwise disposed of; sold, (ii) at least 8575% of the consideration received by from such Asset Disposition is in the Company form of Cash, Temporary Cash Investments or such Restricted Subsidiary for such Property or assets consists of cash or Eligible Cash Equivalents; Marketable Equity Securities (the "75% Test"), provided that the amount of 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 (x) contingent liabilities and liabilities that are by their terms subordinate to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating which are assumed by the transferee, cancelled or satisfied in any Asset Disposition (other than liabilities that are incurred in connection with or in anticipation of such Asset Disposition) as a credit against the purchase price therefor shall be deemed to Assets Sales are applied as set forth in clause (A) or (B) in each case be Cash to the extent that of the amount so credited for purposes of the 75% Test, and (iii) the Company elects applies, or is so required: (A) causes its Restricted Subsidiaries to repay or purchase and reduce outstanding Applicable Debt andapply, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor 100% of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used Disposition to reinvest in Replacement Assets or an offer (a "Net Proceeds Offer") to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess purchase Notes outstanding having a Net Proceeds Offer Price at least equal to such Net Proceeds." Any , such Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders commence on a pro rata basis, Notes in an aggregate principal amount equal to date not later than 360 calendar days after the Collateral Excess Proceeds, date of such Asset Disposition at a Purchase Price in cash purchase price (the "Net Proceeds Offer Price") equal to 100% of the principal amount thereof, together with plus accrued interest, if any, interest thereon to the closing date of the Net Proceeds Offer (the "Net Proceeds Purchase Date. To "), except to the extent that any amount such Net Proceeds have been applied either to the permanent repayment of Collateral Excess Proceeds remains after completion principal and interest on Senior Indebtedness or Indebtedness of the Restricted Subsidiary of the Company that made such Offer Asset Disposition or to Purchasethe purchase of assets or businesses in the same line of business as the Company and its Restricted Subsidiaries or assets incidental thereto. Notwithstanding anything to the contrary in this Section 4.10, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess will not be required to make a Net Proceeds shall be reset Offer with respect to zero. (d) When any Net Proceeds from Asset Dispositions until the aggregate amount of Excess Net Proceeds from Asset Dispositions in any period of 12 consecutive months which are not applied either to the permanent repayment of principal and interest on Indebtedness (as described above) or to the purchase of assets or businesses (as described above) exceeds $5,000,00010 million. For purposes of this Section 4.10, the Issuers principal amount of Notes for which a Net Proceeds Offer shall be made is referred to as the "Net Proceeds Offer Amount." (b) To the extent required by any pari passu Indebtedness, and provided there is a permanent reduction in the principal amount of such pari passu Indebtedness, the Company shall simultaneously with the Net Proceeds Offer make an Offer offer to Purchase, from all Holders on purchase such pari passu Indebtedness (a pro rata basis, Notes "Pari Passu Offer") in an amount (the "Pari Passu Offer Amount") equal to the Net Proceeds Offer Amount, as determined above, multiplied by a fraction, the numerator of which is the outstanding principal amount of such pari passu Indebtedness and the denominator of which is the sum of the outstanding principal amount of the Notes and such pari passu Indebtedness, in which case the Net Proceeds Offer Amount shall be correspondingly reduced by such Pari Passu Offer Amount. (c) The Company may credit against its obligation to make a Net Proceeds Offer pursuant to this Section 4.10 up to $2 million aggregate principal amount equal to the Excess Proceedsof Notes, at a Purchase Price in cash equal to 100% of the principal amount thereof, together which have been acquired by the Company and surrendered for cancellation after the making of the Net Proceeds Offer and which have not been used as a credit 42 against or acquired pursuant to any prior obligation to make an offer to purchase Notes pursuant to the provisions set forth under Section 4.14 or this Section 4.10. (d) Upon notice of a Net Proceeds Offer provided to the Trustee by the Company, notice of such Net Proceeds Offer shall be mailed by the Trustee (at the Company's expense) not less than 30 calendar days nor more than 60 calendar days before the Net Proceeds Purchase Date to each Holder of Notes at such Holder's last registered address appearing in the Register. The Company shall provide the Trustee with accrued copies of all materials to be delivered with such notice. The notice shall contain all instructions and material necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer. In such notice, the Company shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.10 and that it will purchase the principal amount of Notes equal to the Net Proceeds Offer Amount; (2) the Net Proceeds Offer Price and the Net Proceeds Purchase Date; (3) that any Note not tendered will continue to accrue interest; (4) that, if anyunless the Company defaults in the payment of the Net Proceeds Offer Price, all Notes accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Purchase Date; (5) that Holders electing to have any Notes purchased pursuant to such Net Proceeds Offer will be required to surrender the Notes, and complete the section entitled "Option of Holder to Elect Purchase" on the reverse of the Notes or transfer beneficial ownership of such Notes by book-entry transfer, to the Company, the Depositary (if appointed by the Company), or the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Net Proceeds Purchase Date; provided, however, (6) that Holders will be entitled to withdraw their election if the Issuers elect Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the third Business Day preceding the Net Proceeds Purchase Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) 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 (or are required transferred by the terms of any Applicable Debtbook-entry transfer), such Offer to Purchase may be made ratably to purchase provided that the Notes and such Applicable Debt. To the extent that any principal amount of Excess such unpurchased portion must be equal to $1,000 or an integral multiple thereof. If Notes in a principal amount in excess of the Net Proceeds remains after completion of such Offer Amount are surrendered pursuant to Purchasethe Net Proceeds Offer, the Company shall purchase Notes on a pro rata basis (with such adjustments as may use such remaining amount for general corporate purposes, and be deemed appropriate by the amount Company so that only Notes in denominations of Excess Proceeds $1,000 or integral multiples of $1,000 shall be reset acquired). The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to zerothe extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Net Proceeds Offer. (e) On or before the Net Proceeds Purchase Date, the Trustee shall, Company shall (i) accept for payment Notes or portions thereof validly tendered pursuant to the extent lawful, accept for payment, Net Proceeds Offer (on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessaryif required), Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, (ii) deposit with the Paying Agent U.S. legal tender money in immediately available funds, sufficient to pay the purchase price plus accrued interestof all Notes or portions thereof so accepted, if any, on the Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers' Officer's Certificate stating that such the Notes or portions thereof were accepted for payment by the Issuers Company. If the Company complies with its obligations set forth in accordance with the terms immediately preceding sentence, whether or not a Default or Event of Default has occurred and is continuing on the Net Proceeds Purchase Date, the Paying Agent shall as promptly as practicable mail to each Holder of Notes so accepted payment in an amount equal to the purchase price, and the Company shall execute and the Trustee shall as promptly as practicable authenticate and mail or deliver to such Holder a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be as promptly as practicable mailed or delivered by the Company to the Holders thereof. The Company shall publicly announce the results of the Net Proceeds Offer on or as promptly as practicable after the Net Proceeds Purchase Date. For purposes of this covenant, the Trustee shall act as the Paying Agent. (f) Notwithstanding anything to the contrary contained in this Indenture, the Company or any of its Restricted Subsidiaries may engage in transactions in which theatre properties will be transferred in exchange for one or more other theatre properties; provided that if the Fair Market Value of the theatre properties to be transferred by the Company or such Restricted Subsidiary, plus the Fair Market Value of any other consideration paid or credited by the Company or such Restricted Subsidiary (the "Transaction Value") exceeds $2 million, such transaction shall require approval of the Board of Directors. In addition, each such transaction shall be valued at an amount equal to all consideration received by the Company or such Restricted Subsidiary in such transaction, other than the theatre properties received pursuant to such exchange ("Other Consideration"), for purposes of determining whether an Asset Disposition has occurred. If the Other Consideration is of an amount and character such that such transaction constitutes an Asset Disposition, then Section 44.10(a) shall be applicable to any Net Proceeds of such Other Consideration.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate an any Asset Sale unless: : (ia) the Company or such 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 Property or assets sold or otherwise disposed of; fair market value, (iib) at least 8575% of the consideration therefrom received by the Company or such Restricted Subsidiary for such Property or assets consists is in the form of cash or Eligible Cash EquivalentsEquivalents or Related Business Investments; provided provided, however, that (a) the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent consolidated balance sheet) of the Company or any Restricted Subsidiary (other than (x) contingent liabilities and any liabilities that are by their terms subordinate subordinated to the Notes Securities or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesof a Guarantor) that are assumed in writing by the transferee of any such assets (and for which pursuant to an agreement that releases the Company receives a written release or such Restricted Subsidiary from the creditors) will further liability shall be deemed to be cash for the purposes of this clause (ii)provision; and (iiib) the Net Cash Proceeds amount of any securities, notes or other obligations received the Company or any such Restricted Subsidiary that are converted by the Company or such Restricted Subsidiary within 90 days of such Asset Sale into cash shall be deemed to be cash for purposes of this provision to the extent of the cash so received, and (c) the Company or such Restricted Subsidiary shall apply the Net Cash Proceeds of such Asset Sale within 365 days of receipt thereof, as follows: (1) to repay any Senior Indebtedness or Guarantor Senior Indebtedness; provided that in the event any Net Cash Proceeds received in respect thereof are used to repay Indebtedness outstanding under any revolving credit facilities (including the Revolving Credit Facility) such facility is permanently reduced by the amounts thereof; (2) to make a Related Business Investment or to enter into a legally binding written agreement to make a Related Business Investment within 90 days of such agreement or 365 days of such Asset Sale, whichever is later; provided that if any such legally binding agreement to make a Related Business Investment is terminated, the Company or such Restricted Subsidiary shall, within 90 days of such termination or within 365 days of such Asset Sale, whichever is later, apply such Net Cash Proceeds as provided in clause (c)(1) or to make a Related Business Investment; or (3) a combination of repayment or investment permitted by the foregoing clauses (c)(1) and (c)(2). On the 366th day after the date of receipt of proceeds from an Asset Sale or such earlier date, if any, as the senior management or the Board of Directors of the Company or such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to Assets Sales are applied such Asset Sale as set forth in clause (Aiii) or above (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing"Trigger Date"), on or prior to the 270th day following receipt such aggregate amount of such Net Cash Proceeds and Net Cash which have not been applied on or before the Trigger Date as permitted in clause (iii) (the "Available Proceeds contractually committed are commenced to Amount") shall be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in to make an offer to purchase (the normal course "Asset Sale Offer") from all Holders, up to a maximum principal amount (expressed as an integral multiple of business shall not be subject to clause (ii$1,000) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount Securities equal to the Collateral Excess Proceeds, Available Proceeds Amount at a Purchase Price in cash purchase price equal to 100% of the principal amount thereof, together with thereof plus accrued interestand unpaid interest thereon, if any, to the Purchase Datedate of purchase. Pending the final application of the Net Cash Proceeds, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Indenture. If the Company commences an Asset Sale Offer, and securities of the Company ranking pari passu in right of payment with the Securities are outstanding at the commencement of such Asset Sale Offer that have terms providing that a similar offer must be made with respect thereto, then the Asset Sale Offer for the Securities shall be made concurrently with such other offer and securities of each issue will be accepted pro rata in proportion to the aggregate principal amount of securities of each issue which the holders of such issue elect to have purchased. 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, 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 Section 4.16. The Company may defer the Asset Sale Offer until there is an aggregate unutilized Available Proceeds Amount equal to or in excess of $10,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Available Proceeds Amount, and not just the amount in excess of $10,000,000, shall be applied as required pursuant to this paragraph). To the extent that any amount of Collateral Excess Proceeds remains after completion of such the Asset Sale Offer is not fully subscribed to Purchaseby Holders, the Company may use such any remaining amount unutilized Available Proceeds Amount for general corporate purposesany purpose not prohibited by this Indenture. Upon completion of each Asset Sale Offer, and the amount of Collateral Excess Available Proceeds shall Amount will be reset to zero. (d) When . Notice of an Asset Sale Offer will be mailed to the aggregate amount Holders as shown on the register of Excess Proceeds exceeds Holders not less than 30 days nor more than 60 days before the payment date for the Asset Sale Offer, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Asset Sale Offer, Holders may elect to tender their Securities in whole or in part in integral multiples of $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate 1,000 principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debtexchange for cash. To the extent that any Holders properly tender Securities in an amount exceeding the Available Proceeds Amount, Securities of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall tendering Holders will be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, repurchased on a pro rata basis (based on amounts tendered). An Asset Sale Offer shall remain open for a period of 20 Business Days or such longer period as may be required by such other method as law. If an offer is made to repurchase the Trustee shall deem fair Securities pursuant to an Asset Sale Offer, the Company will, and appropriate will cause its Restricted Subsidiaries to, comply with all tender offer rules under state and Federal securities laws, including, but not limited to, Section 14(e) under the Exchange Act and Rule 14e-1 thereunder, to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant applicable to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4offer.

Limitation on Asset Sales. (a1) The Sweetheart Holdings and the Company will not, and will not permit any of their Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate an Asset Sale Sale, unless: (i) , in the case of such Asset Sale, Sweetheart Holdings, the Company or any 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 Value, and in the case of a lease of assets, a lease providing for rent and other terms and conditions which are consistent in all material respects with the then prevailing market conditions (evidenced in each case by a resolution of the Property or Board of Directors of such entity set forth in an Officers' Certificate delivered to the Trustee), of the assets sold or otherwise disposed of; (ii) , and at least 8575% (100% in the case of lease payments) of the value of the consideration therefor received by Sweetheart Holdings, the Company or such Restricted Subsidiary for such Property or assets consists is in the form of cash or Eligible Cash Equivalents; provided provided, however, that the amount of of: (a) any liabilities (as shown on Sweetheart Holdings', the Company's or such Restricted Subsidiary's most recent balance sheetsheet or in the notes thereto, excluding contingent liabilities and trade payables) of Sweetheart Holdings, the Company or any such Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are not subordinated by their terms subordinate to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by the transferee of any such assets assets; (and for which b) any Notes or other obligations received by Sweetheart Holdings, the Company receives a written release or any such Restricted Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by Sweetheart Holdings, the creditorsCompany or such Restricted Subsidiary into cash; and (c) will any stock or assets of the kind referred to in clause 2(b) of the next paragraph of this Section 4.10; shall be deemed to be cash for the purposes of this clause provision. (ii); and (iii2) the Net Cash Proceeds received by Sweetheart Holdings, the Company or such any of their Restricted Subsidiary relating to Assets Sales are applied Subsidiaries, as set forth in clause the case may be, may apply the Net Proceeds from an Asset Sale to: (Aa) or (B) in each case repay Indebtedness under the Credit Agreement to the extent that the Company elects assets and property sold pursuant to such Asset Sale do not constitute Collateral; and (b) acquire all or is so required: (A) substantially all of the assets of, or a majority of the Voting Stock of, a business that complies with Section 4.13 hereof, to repay make a capital expenditure, or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and to acquire other similar obligations, reduce the commitment thereunderlong-term assets; provided, however, that, to the extent that the assets and property sold pursuant to such repayment Asset Sale constitute Collateral, (i) the assets so acquired with the Net Proceeds of such sale shall be pledged to the Collateral Agent pursuant to the Collateral Agreements and commitment reduction occurs shall constitute Collateral and (ii) any capital expenditure so made with the Net Proceeds of such sale shall be in respect of assets constituting Collateral. Any Net Proceeds from an Asset Sale that are not applied or invested as provided in the preceding sentence within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall will constitute "Excess Proceeds." (c) " When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,0005.0 million, within five days thereof, the Issuers shall Company will make an Offer offer to Purchase, from all Holders on a pro rata basis, of Notes and all holders of other Applicable Indebtedness containing provisions similar to those set forth in an aggregate this Section 4.10 to purchase the maximum principal amount equal to of Notes and such other Applicable Indebtedness that may be purchased with the Collateral Excess Proceeds, Proceeds at a Purchase Price an offer price in cash equal to 100% of the principal amount thereof, together with thereof plus accrued interestand unpaid interest and Additional Interest, if any, to the Purchase Datedate of purchase. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Sweetheart Holdings, the Company or any of their Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Applicable Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Company will purchase Notes and such other Applicable Indebtedness on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (3) Any redemption of Notes as provided in this Section 4.10 shall be made in compliance with Rule 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any amount securities laws or regulations conflict with Sections 3.09 or 4.10 of Collateral Excess Proceeds remains after completion this Indenture, Sweetheart Holdings will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.10 by virtue of such Offer compliance. (4) Pending final application of any Net Proceeds of an Asset Sale, subject to Purchasethe terms of the Collateral Agreements, the Company may use temporarily repay revolving credit Indebtedness or otherwise apply such remaining amount for general corporate purposes, and the amount of Collateral Excess Net Proceeds shall be reset to zeroin a manner not prohibited by this Indenture. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any amount of Excess Proceeds remains after completion of such Offer to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, consummate an Asset Sale unless: : (i) the Company (or such the 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 Property or assets sold or otherwise disposed of, or Restricted Subsidiary Equity Interests issued, in such Asset Sale; and (ii) at least 8575.0% of the consideration therefor received by the Company or such Restricted Subsidiary for such Property or assets consists is in the form of cash or Eligible Cash Equivalents; provided that provided, however, that, for purposes of the provisions set forth in this clause (ii) and for no other purpose, the amount of (1) 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 (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesthereof) that are assumed in writing by the transferee of any such assets (and for which the Company receives pursuant to a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by customary novation agreement that releases the Company or such Restricted Subsidiary from further liability (or are otherwise extinguished in connection with the transactions relating to Assets Sales are applied as set forth in clause such Asset Sale), (A2) any securities, notes or (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or obligations received by the Company or any such Restricted Subsidiary enters into contractual commitments to make from such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed transferee that are commenced to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into converted by the Company or any Restricted Subsidiary into cash or Cash Equivalents within 180 days of receipt, to the extent of the cash or Cash Equivalents received and (3) the Fair Market Value of any property or assets received (including any Capital Stock of any Person that shall be a Restricted Subsidiary following receipt thereof) that are used or useful in any Related Business, in each case shall be deemed to be cash. Within 365 days after the normal course Company or any Restricted Subsidiary’s receipt of business shall not be subject such Net Cash Proceeds, the Company or such Restricted Subsidiary may apply such Net Cash Proceeds, at its option: (1) to clause prepay or otherwise pay or repay, purchase, redeem, defease, discharge, cash-collateralize or otherwise acquire or retire (iiA) Secured Indebtedness of the Company or any Guarantor (and, if such Indebtedness is under a revolving credit facility, to correspondingly reduce commitments with respect thereto), (B) Senior Indebtedness (other than Secured Indebtedness) of the immediately preceding sentence. Company or any Guarantor (band, if such Indebtedness is under a revolving credit facility, to correspondingly reduce commitments with respect thereto); provided, however, that if any such Senior Indebtedness described in this clause (B) Any other than the Notes are repaid with such Net Cash Proceeds from any Asset Sale involving Collateral Proceeds, the Company shall equally and ratably reduce the Notes through open-market purchases (provided, however, that such purchases are not used to reinvest in Replacement Assets at or to repay Applicable Debt above 100% of the principal amount thereof), by redeeming Notes in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any 3.07 or by making an offer (in accordance with the procedures set forth below for an Asset Sale not involving Collateral that are not used Offer) to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When all holders of the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer Notes to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, purchase at a Purchase Price in cash purchase price equal to 100% of the principal amount thereof, together plus accrued and unpaid interest, the pro rata principal amount of the Notes or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in the case of each of clause (A), (B) and (C), other than Indebtedness owed to the Company or its Affiliates; (2) to make an Investment in any one or more businesses (provided, however, that if such Investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary if it is not already a Restricted Subsidiary), assets, or property or capital expenditures (including refurbishments), in each case used or useful in a Related Business; or (3) to make a combination of any prepayments or other payments or repayments, purchases, redemptions, defeasances, discharges, cash collateralizations or other acquisitions or retirements and any Investments permitted by the foregoing clauses (1) and (2). In the case of an Investment contemplated by clause (2) above or clause (3) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment; provided, however, that in the event such binding commitment is later canceled or terminated for any reason before such Net Cash Proceeds are so applied, the Company or Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) to make an Investment permitted by such clause (2) or clause (3) within nine months of such cancellation or termination of the prior binding commitment; provided further, however, that the Company and its Restricted Subsidiaries may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale. (b) If, on the 366th day after receipt by the Company or a Restricted Subsidiary of Net Cash Proceeds with respect to an Asset Sale, any such Net Cash Proceeds have not been applied as permitted by Section 4.06(a) (such Net Cash Proceeds received and not so applied being “Excess Proceeds” and the date of such 366th day being an “Asset Sale Offer Trigger Date”), the Company or one or more Restricted Subsidiaries shall make an offer to all Holders and, if required or permitted by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness, to purchase (the “Asset Sale Offer”), on a date not less than 30 nor more than 60 days following the applicable Asset Sale Offer Trigger Date, from all Holders and holders of such Senior Indebtedness on a pro rata basis (or as nearly pro rata as practicable) based on the accreted value or principal amount, as applicable, of the Notes and such Senior Indebtedness tendered pursuant to such Asset Sale Offer, that amount of Notes and such Senior Indebtedness equal to the applicable Excess Proceeds (minus any federal, state, provincial, foreign and local taxes payable as a result of the transfer or deemed transfer of funds from the entity that made the Asset Sale to the entity that is making such Asset Sale Offer) at a price equal to 100.0% of the principal amount of the Notes to be purchased, plus accrued interestand unpaid interest thereon, if any, to but excluding the Purchase Date. To the extent that any amount date of Collateral Excess Proceeds remains after completion purchase (or, in respect of such Offer to PurchaseSenior Indebtedness, the Company may use price provided for by the terms of such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase DateSenior Indebtedness); provided, however, that if at any time any non-cash consideration received by the Issuers elect Company or any Restricted Subsidiary, 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, solely for purposes of the definition of Net Cash Proceeds, such conversion or disposition shall be deemed to constitute an Asset Sale, and the Net Cash Proceeds thereof shall be applied in accordance with the provisions of this Section 4.06 governing the application of the Net Cash Proceeds from an Asset Sale. If Holders do not tender Notes in an aggregate principal amount at least equal to the applicable Excess Proceeds for purchase in connection with any Asset Sale Offer, the Company and the Restricted Subsidiaries may use the portion of the Excess Proceeds not used to purchase Notes for any purpose not prohibited by this Indenture. Upon completion of each Asset Sale Offer, the Excess Proceeds shall be reduced by the amount of the Asset Sale Offer. Notwithstanding the occurrence of an Asset Sale Offer Trigger Date, the Company and the Restricted Subsidiaries may defer the Asset Sale Offer until there is an aggregate unutilized Excess Proceeds of at least $15.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Excess Proceeds, and not just the amount in excess of $15.0 million, shall be applied as required pursuant to this Section 4.06). The Company and the Restricted Subsidiaries may satisfy the obligations set forth in this Section 4.06(b) with respect to any Net Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds prior to an applicable Asset Sale Offer Trigger Date. If the date on which a Note is purchased pursuant to an Asset Sale Offer is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest on that Note shall be paid to the Person that was, at the close of business on such record date, the Holder of that Note, and no additional interest for the period to which that interest record date relates shall be payable, with respect to that Note, to the Person who tendered that Note pursuant to the Asset Sale Offer. (c) Each Asset Sale Offer shall be mailed (or are otherwise sent in accordance with applicable procedures of the Depository) to the record Holders as shown on the register of Holders within 30 days following the Asset Sale Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Asset Sale Offer, Holders may elect to tender their Notes in whole or in part in amounts equal to $2,000 or integral multiples of $1,000 in excess thereof in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Excess Proceeds, the tendered Notes shall be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the amount of Notes tendered. An Asset Sale Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. The Company shall comply with the terms requirements of Rule 14e-1 under the Exchange Act and any Applicable Debt), other securities laws and regulations thereunder to the extent such Offer laws and regulations are applicable in connection with the repurchase of Notes pursuant to Purchase may be made ratably to purchase the Notes and such Applicable Debtan Asset Sale Offer. To the extent that the provisions of any amount securities laws or regulations conflict with the requirements of Excess Proceeds remains after completion of such Offer to Purchasethis Section 4.06, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit comply with the Paying Agent U.S. legal tender sufficient applicable securities laws and regulations and shall not be deemed to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of have breached its obligations under this Section 44.06 by virtue thereof.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: : (i1) the Company or such 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 Property or assets sold or otherwise disposed of; of (iias determined in good faith by the Company's Board of Directors); (2) at least 8575% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Restricted Subsidiary for such Property Asset Sale shall be in the form of cash, Cash Equivalents and/or Replacement Assets (or assets consists a combination thereof). For purposes of cash or Eligible Cash Equivalents; provided that this provision, each of the amount of following will be deemed to be cash: (A) any liabilities (liabilities, as shown on the Company's or such Restricted Subsidiary's most recent consolidated balance sheet) , of the Company or any Restricted Subsidiary (other than (x) contingent liabilities and liabilities that are by their terms subordinate subordinated to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesNotes) that are assumed in writing by the transferee of any such assets (and for pursuant to an agreement that releases the Company or such Restricted Subsidiary from further liability or with respect to which the transferee has granted a full and complete indemnity to the Company receives a written release or such Restricted Subsidiary; and (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received such transferee that are converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion, within 180 days after receipt; and (3) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to Assets Sales are applied as set forth in clause such Asset Sale within 365 days of receipt thereof either: (A) in the case of any disposition of Collateral constituting an Asset Sale during any First Priority Period, (i) to make an investment in Replacement Assets; provided that the Company or such Guarantor, as the case may be, shall execute and deliver to the Trustee such Security Documents or other instruments as shall be reasonably necessary to cause such property or assets to become subject to the Lien of the applicable Security Documents; (ii) to make capital expenditures in any Permitted Business; provided that, to the extent it constitutes Collateral, the Company or such Guarantor, as the case may be, shall execute and deliver to the Trustee such Security Documents or other instruments as shall be reasonably necessary to cause such property or assets to become subject to the Lien of the applicable Security Documents; (iii) to make Investments in Permitted Joint Ventures; and (iv) a combination of investment and expenditures permitted by the foregoing clauses (i) through (iii); or (B) in each the case to of any Asset Sale other than a disposition of Collateral during any First Priority Period, or in the extent that the Company elects or is so required: case of any Asset Sale at any other time, (Ai) to repay or purchase and reduce outstanding Applicable Debt any Indebtedness under any Credit Facility and, in the case of any such Indebtedness repaid under a revolving loans and other similar obligationscredit facility, reduce effect a permanent reduction in the commitment thereunder; provided, however, that availability under such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior revolving credit facility to the 270th day following receipt of extent that such Net Cash Proceeds are not reborrowed and Net Cash Proceeds contractually committed are commenced to be so applied as contemplated by any other clause hereof within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause 365-day period; (ii) to repay (or repurchase) any secured Indebtedness; (iii) to repay (or repurchase) any Indebtedness of a Restricted Subsidiary that is not a Guarantor; (iv) to repay (or repurchase) any Indebtedness with a final Stated Maturity that is prior to the final Stated Maturity of the immediately preceding sentenceNotes; (v) to make a capital expenditure; (vi) to acquire other long-term assets that are used or useful in a Permitted Business; (vii) to acquire all or substantially all of the assets of, or a majority of the Voting Stock, of a Permitted Business (including by means of a merger, consolidation or other business combination permitted under this Indenture); or (viii) a combination of prepayment and investment permitted by the foregoing clauses (i) through (vii). (b) Any If on the 366th day after an Asset Sale the Company has not applied or invested the Net Cash Proceeds from any relating to such Asset Sale involving Collateral that are not used to reinvest as set forth in Replacement Assets or to repay Applicable Debt in accordance with clauses (3)(A) and (3)(B) of paragraph (a) of this Section 4.9 shall constitute 4.10 (each, a "Collateral Excess Proceeds." Any Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds from any Asset Sale which has not involving Collateral that are not used been applied or invested on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(A) and (3)(B) of paragraph (a) of this Section 4.10 (each a "Net Proceeds Offer Amount") shall be applied by the Company to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer offer to Purchasepurchase (the "Net Proceeds Offer") pursuant to Section 3.10 and this Section 4.10 to all Holders and, at the Company's option, to all holders of other Indebtedness that is pari passu with the Notes from all Holders on a pro rata basisrata, the maximum amount of Notes in an aggregate principal amount and such other pari passu Indebtedness equal to the Collateral Excess ProceedsNet Proceeds Offer Amount with respect to the Notes, at a Purchase Price in cash price equal to 100% of the principal amount thereofof the Notes to be purchased, together with plus accrued interestand unpaid interest thereon, if any, to the Purchase Date. To Pending application -55- of the Net Cash Proceeds, the Net Cash Proceeds from Asset Sales of Collateral during any First Priority Period shall be deposited in the Collateral Account to the extent that one is required by Section 12.1. (c) 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 contemplated by clause (2)(B) above and 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 Section 4.10. (d) Notwithstanding anything in this Section 4.10 to the contrary, the Company shall have no obligation to make 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 Collateral Excess Proceeds remains after completion $10.0 million, shall be applied as required pursuant to this Section). (e) 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 5.1, 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 Section, and shall comply with the provisions of this Section with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such Offer properties and assets of the Company or its Restricted Subsidiaries deemed to Purchasebe sold shall be deemed to be Net Cash Proceeds for purposes of this Section. (f) If any Net Proceeds remain after consummation of a Net Proceeds Offer, the Company may use such remaining amount those proceeds for general corporate purposesany purpose not otherwise prohibited by this Indenture. Upon completion of each Net Proceeds Offer, and the amount of Collateral Excess Net Proceeds shall Offer Amount will be reset to at zero. (dg) When The Company will comply with the aggregate amount requirements of Excess Proceeds exceeds $5,000,000, Rule 14e-1 under the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal Exchange Act and any other securities laws and regulations to the Excess Proceeds, at extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase Date; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable DebtNet Proceeds Offer. To the extent that the provisions of any amount of Excess Proceeds remains after completion of such Offer to Purchasesecurities laws or regulations conflict with this Section 4.10 or Section 3.10, the Company may use such remaining amount for general corporate purposes, and the amount of Excess Proceeds shall be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit comply with the Paying Agent U.S. legal tender sufficient applicable securities laws and regulations and shall not be deemed to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of have breached its obligations under this Section 44.10 or Section 3.10 by virtue thereof.

Limitation on Asset Sales. (a) The Neither the Company nor any of its Subsidiaries will not, and will not permit any Restricted Subsidiary to, consummate an Asset Sale unless: unless (i) the Company or such Restricted the applicable 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 Property or assets sold or otherwise disposed of; 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, as evidenced by a board resolution), (ii) at least 8575% of the consideration received by the Company or such Restricted Subsidiary for Subsidiary, as the case may be, from such Property or assets consists Asset Sale is in the form of cash or Eligible Cash Equivalents; provided that Equivalents and is received at the amount time of 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 (x) contingent liabilities and liabilities that are by their terms subordinate to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); disposition and (iii) upon the consummation of an Asset Sale, the Company applies, or causes such Subsidiary to apply, such Net Cash Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (A) or (B) in each case to the extent that the Company elects or is so required: within 180 days of receipt thereof either (A) to repay Indebtedness outstanding under the Credit Agreement or purchase any Indebtedness of a Subsidiary of the Company that is not a Guarantor (and, to the extent such 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 such Indebtedness using the consideration from such Asset Sale and reduce outstanding Applicable Debt 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 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 revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt date of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds or (C) to purchase Notes and Net Cash Proceeds contractually committed are commenced other Indebtedness that is not, by its terms, expressly subordinated in right of payment to be so applied within 365 days following the receipt Notes and the terms of which require an offer to purchase such Net Cash Proceeds; and providedother Indebtedness with the proceeds from the Asset Sale ("Other Indebtedness"), further, that, with respect pro rata tendered to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, for purchase at a Purchase Price in cash price equal to 100% of the principal amount thereofthereof (or the accreted value of such Other Indebtedness, together with if such Other Indebtedness is issued at a discount) plus accrued interestinterest thereon, if any, to the Purchase Date. To date of purchase 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 that any amount such Asset Sale proceeds have been, are the subject of Collateral Excess Proceeds remains after completion of such Offer or will be used to Purchase, the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Excess Cash Balance Offer pursuant to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase DateSection 4.18; provided, however, that if the Issuers elect Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales not otherwise applied in accordance with this covenant equal or exceed $5.0 million. Subject to the deferral right set forth in the final proviso of the preceding paragraph, each notice of a Net Proceeds Offer will be mailed, by first-class mail, to holders of Notes not more than 180 days after the relevant Asset Sale or, in the event the Company or a Subsidiary has entered into a binding agreement as provided in (or are B) above, within 180 days following the termination of such agreement but in no event later than 360 days after the relevant Asset Sale. Such notice will specify, among other things, the purchase 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 will otherwise comply with the terms procedures set forth in this Indenture. Upon receiving notice of any Applicable Debt)the Net Proceeds Offer, such Offer Holders may elect to Purchase may be made ratably to purchase tender their Notes in whole or in part in integral multiples of $1,000. To the extent Holders properly tender Notes in an amount which, together with all Other Indebtedness so tendered, exceeds the Net Proceeds Offer, Notes and such Applicable DebtOther Indebtedness of tendering Holders will be repurchased on a pro rata basis (based upon the aggregate principal amount tendered). To the extent that any the aggregate principal amount of Excess Notes tendered pursuant to any Net Proceeds remains after completion 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 Offer to PurchaseNet Proceeds Offer, the Company may use any remaining portion of such remaining amount Net Cash Proceeds not required to fund the repurchase of tendered Notes and such Other Indebtedness for general corporate purposesany purposes otherwise permitted by this Indenture. Upon the consummation of any Net Proceeds Offer, and the amount of Excess Net Cash Proceeds subject to any future Net Proceeds Offer from the Asset Sales giving rise to such Net Cash Proceeds shall be reset deemed to be zero. (e) On or before . The Company will comply with the Purchase Date, requirements of Rule 14e-1 under the Trustee shall, Exchange Act to the extent lawful, accept for payment, on a pro rata basis or by such other method as applicable in connection with the Trustee shall deem fair and appropriate to the extent necessary, repurchase of Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4a Net Proceeds Offer.

Limitation on Asset Sales. (a) The Neither the Company nor any of its Subsidiaries will not, and will not permit any Restricted Subsidiary to, consummate an Asset Sale unless: unless (i) the Company or such Restricted the applicable 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 Property or assets sold or otherwise disposed of; of (as determined in good faith by management of the Company or, if such Asset Sale involves consideration in excess of $5,000,000, by the board of directors of the Company, as evidenced by a board resolution), (ii) at least 8575% of the consideration received by the Company or such Restricted Subsidiary for Subsidiary, as the case may be, from such Property or assets consists Asset Sale is in the form of cash or Eligible Cash Equivalents; provided that Equivalents and is received at the amount time of such disposition and (iii) upon the consummation of an Asset Sale, the Company applies, or causes such Subsidiary to apply, such Net Cash Proceeds within 180 days of receipt thereof either (A) to repay any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) Senior Indebtedness of the Company or any Restricted Indebtedness of a Subsidiary of the Company (other than (x) contingent liabilities and liabilities that are by their terms subordinate and, to the Notes extent such Senior Indebtedness relates to principal under a revolving credit or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) similar facility, to obtain a corresponding reduction in the commitments thereunder, except that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release may temporarily repay Senior Indebtedness using the consideration from the creditors) will be deemed such Asset Sale and thereafter use such funds to be cash for the purposes of this reinvest pursuant to clause (ii); and (iii) the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (A) or (B) below within the period set forth therein without having to obtain a corresponding 30 -29- reduction in each case to the extent that the Company elects commitments under such revolving credit or is so required: similar facility), (AB) to repay reinvest, or purchase and reduce outstanding Applicable Debt 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 revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt date of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds or (C) to purchase Securities and Net Cash Proceeds contractually committed are commenced other Senior Subordinated Indebtedness, pro rata tendered to be so applied within 365 days following the receipt of such Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, for purchase at a Purchase Price in cash price equal to 100% of the principal amount thereofthereof (or the accreted value of such other Senior Subordinated Indebtedness, together with if such other Senior Subordinated Indebtedness is issued at a discount) plus accrued interestinterest thereon, if any, to the Purchase Date. To the extent that any amount date of Collateral Excess Proceeds remains after completion of such Offer purchase pursuant to Purchase, an offer to purchase made by the Company may use such remaining amount for general corporate purposes, and the amount of Collateral Excess as set forth below (a "Net Proceeds shall be reset to zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal to the Excess Proceeds, at a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, to the Purchase DateOffer"); provided, however, that if the Issuers elect Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales not otherwise applied in accordance with this covenant equal or exceed $5,000,000. Subject to the deferral right set forth in the final proviso of the preceding paragraph, each notice of a Net Proceeds Offer will be mailed, by first-class mail, to holders of Securities not more than 180 days after the relevant Asset Sale or, in the event the Company or a Subsidiary has entered into a binding agreement as provided in (or are B) above, within 180 days following the termination of such agreement but in no event later than 360 days after the relevant Asset Sale. Such notice will specify, among other things, the purchase 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 will otherwise comply with the terms procedures set forth in this Indenture. Upon receiving notice of any Applicable Debtthe Net Proceeds Offer, holders of Securities may elect to tender their Securities in whole or in part in integral multiples of $1,000. To the extent holders properly tender Securities in an amount which, together with all other Senior Subordinated Indebtedness so tendered, exceeds the Net Proceeds Offer, Securities and other Senior Subordinated Indebtedness of tendering holders will be repurchased on a pro rata basis (based upon the aggregate principal amount tendered), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any the aggregate principal amount of Excess Securities tendered pursuant to any Net Proceeds remains after completion 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 Offer to PurchaseNet Proceeds Offer, the Company may use any remaining portion of such remaining amount Net Cash Proceeds not required to fund the repurchase of tendered Securities and other Senior Subordinated Indebtedness for general corporate purposesany purposes otherwise permitted by this Indenture. Upon the consummation of any Net Proceeds Offer, and the amount of Excess Net Cash Proceeds subject to any future Net Proceeds Offer from the Asset Sales giving rise to such Net Cash Proceeds shall be reset deemed to be zero. (e) On or before . The Company will comply with the Purchase Date, requirements of Rule 14e-1 under the Trustee shall, Exchange Act to the extent lawful, accept for payment, on a pro rata basis or by such other method as applicable in connection with the Trustee shall deem fair and appropriate to the extent necessary, Notes or portions thereof or beneficial interests under a Global Note properly tendered repurchase of Securities pursuant to the Offer to Purchase, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4a Net Proceeds Offer.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (i) the Company or such 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 Property or assets sold or otherwise disposed ofof (as determined in good faith by the Company's Board of Directors, the approval shall be evidenced by a Board Resolution); (ii) at least 8575% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Restricted Subsidiary for such Property or assets consists of Asset Sale shall be cash or Eligible Cash EquivalentsEquivalents and is received at the time of such disposition; provided provided, however, that the amount of (A) 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 (x) contingent liabilities and liabilities that are by their terms subordinate subordinated in right of payment to the Notes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilitiesNotes) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iiiB) the Net Cash Proceeds any notes or other obligations received by the Company or such Restricted Subsidiary relating to Assets Sales from such transferee that are applied as set forth in clause immediately converted by the Company or such Restricted Subsidiary into cash (A) or (B) in each case to the extent of the cash received), shall be deemed to be cash for purposes of this provision; and provided, further, that the 75% limitation referred to in this -------- ------- clause (ii) shall not apply to any Asset Sale in which the cash portion of the consideration received therefrom, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation; and (iii) upon the consummation of an Asset Sale, the Company elects shall apply, or is so required: cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to repay or purchase and reduce outstanding Applicable prepay any Senior Debt and, in the case of any Senior Debt under any revolving loans and other similar obligationscredit facility, reduce effect a permanent reduction in the commitment thereunder; providedavailability under such revolving credit facility, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment invest in another business, capital expenditures or other long-term tangible assets, in each case, in the same or a similar line of business as the Company or any Subsidiary was engaged in on the date of this Indenture ("Replacement Assets; provided") or (C) a combination of payment and investment permitted by clauses (A) and (B) above. On the 271st day after an Asset Sale or such earlier date, howeverif any, that as the Board of Directors of the Company or of such investment occurs Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) or (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary enters into contractual commitments to make such investment, subject only an offer to customary conditions purchase (other the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than the obtaining of financing), on or prior to the 270th day following receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 30 nor more than 45 days following the receipt of such applicable Net Cash Proceeds; and provided, further, that, with respect to Asset Sales involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary in the normal course of business shall not be subject to clause (ii) of the immediately preceding sentence. (b) Any Net Cash Proceeds from any Asset Sale involving Collateral that are not used to reinvest in Replacement Assets or to repay Applicable Debt in accordance with this Section 4.9 shall constitute "Collateral Excess Proceeds." Any Net Cash Proceeds from any Asset Sale not involving Collateral that are not used to reinvest in Replacement Assets and/or repay Applicable Debt shall constitute "Excess Proceeds." (c) When the aggregate amount of Collateral Excess Proceeds exceeds $10,000,000, the Issuers shall make an Offer to PurchaseTrigger Date, from all Holders on a pro rata basis, basis that amount of --- ---- Notes in an aggregate principal amount equal to the Collateral Excess Proceeds, Net Proceeds Offer Amount at a Purchase Price in cash price equal to 100% of the principal amount thereofof the Notes to be purchased, together with plus accrued interestand unpaid interest thereon, if any, to the Purchase 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 Section 4.15. A transfer of assets by the Company to a Wholly Owned Restricted Subsidiary or by a Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary will not be deemed to be an Asset Sale. (b) Notwithstanding the immediately preceding paragraph (a) the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets, cash, Cash Equivalents and/or marketable securities (i.e., such securities which would be ---- converted into cash within 180 days of the acquisition thereof) and (ii) such Asset Sale is for fair market value (as determined in good faith by the Company's Board of Directors); 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 be subject to the provisions of the preceding paragraph. (c) Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $10,000,000, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $10,000,000, at which time the Company or such Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $10,000,000 or more shall be deemed to be a "Net Proceeds Offer Trigger Date"). To the extent that any the aggregate amount of Collateral Excess the Notes tendered pursuant to the Net Proceeds remains after completion of such Offer to Purchaseis less than the Net Proceeds Offer Amount, the Company may use such remaining amount deficiency for general corporate purposes. Upon completion of such offer to purchase, and the amount of Collateral Excess Net Proceeds Offer Amount shall be reset to at zero. (d) When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuers shall make an Offer to Purchase, from all Holders on a pro rata basis, Notes in an aggregate principal amount equal Subject to the Excess Proceedsdeferral right set forth in the final proviso of Section 4.15(a), each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not less than 30 days nor more than 60 days following the Net Proceeds Offer Trigger Date, with a Purchase Price in cash equal to 100% of the principal amount thereof, together with accrued interest, if any, copy to the Purchase DateTrustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursu- ant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if the Issuers elect (or are required by the terms of any Applicable Debt), such Offer to Purchase may be made ratably to purchase the Notes and such Applicable Debt. To the extent that any aggregate principal amount of Excess Proceeds remains after completion Notes tendered -------- ------- in a Net proceeds Offer plus accrued interest at the expiration of such Offer to Purchaseoffer exceeds the aggregate amount of the Net Proceeds Offer, the Company may use such remaining amount for general corporate purposes, and shall select the amount of Excess Proceeds shall Notes to be reset to zero. (e) On or before the Purchase Date, the Trustee shall, to the extent lawful, accept for payment, purchased on a pro rata basis (with such --- ---- adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 or multiples thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by such other method as law; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five business Days after the Trustee shall deem fair and appropriate receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the extent necessaryNet Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse 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 prior to the Net Proceeds Offer Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each Note -------- ------- purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof or beneficial interests under a Global Note properly tendered pursuant to the Net Proceeds Offer which are to Purchasebe purchased in accordance with item (d)(1) above, (ii) deposit with the Paying Agent U.S. legal tender Legal Tender sufficient to pay the purchase price plus accrued interest, if anyant, on the of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating that such the Notes or portions thereof were accepted for payment being purchased by the Issuers Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in accordance with an amount equal to the terms purchase price plus accrued interest, if any. For purposes of this Section 44.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned by the Trustee to the Company. (e) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Asset Sale" provisions of this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Asset Sale" provisions of this Section 4.15 by virtue thereof. The agreements governing certain outstanding Senior Debt of the Company will require that the Company and its Subsidiaries apply all proceeds from asset sales to repay in full outstanding obligations under such Senior Debt prior to the application of such proceeds to repurchase outstanding notes.