Common use of Limitation on Asset Sales Clause in Contracts

Limitation on Asset Sales. (a) Parent will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) Parent or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; (ii) at least 75% of the consideration received by Parent or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, Parent shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (1) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2). (b) To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as set forth in Section 4.13(a) (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), make an offer to purchase (a “Net Proceeds Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest thereon to the date of purchase; provided, however, that the Net Proceeds Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer.

Limitation on Asset Sales. (a) Parent will The Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless: (i) Parent the Company or the applicable such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Sale at least equal to not less than the fair market value of the assets sold or otherwise disposed ofsubject to such Asset Sale; (ii) at least 75% of the consideration received by Parent or the Restricted Subsidiary, as the case may be, from for such Asset Sale shall be is in the form of (A) cash or Cash Equivalents and Equivalents, (B) liabilities of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Subsidiary Guarantees) that are assumed by the transferee of such assets (provided, that following such Asset Sale there is received no further recourse to the Company or its Restricted Subsidiaries with respect to such liabilities), or (C) fixed assets or property that, in the good faith judgement of the Managers, at the time of such dispositionAsset Sale will be used in a Related Business of the Company or its Restricted Subsidiaries; and (iii) upon the consummation of an Asset Sale, Parent shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (1) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2). (b) To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 270 days of such Asset Sale as set forth (or within 30 days in Section 4.13(a) (such the case of an Asset Sale or series of related Asset Sales with Net Cash Proceeds, the “Unutilized Net Cash Proceeds”Proceeds of $15,000,000 or more), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”thereof are (A) in the case of an Asset Sale or series of related Asset Sales with Net Proceeds of less than $15,000,000, 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 (a “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 Net Proceeds Offer”in Cash Equivalents. Net Proceeds not invested or applied as set forth in subclause (A), with a copy (B) or (C) of clause (iii) above constitute "Excess Proceeds." If the Company elects, or becomes obligated to make an Excess Proceeds Offer, the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up Issuers shall offer to a maximum purchase Notes having an aggregate principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash ProceedsExcess Proceeds (the "Purchase Amount"), at a purchase price in cash equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Liquidated Damages, if any, to the purchase date. The Issuers must consummate such Excess Proceeds Offer not later than 30 days after the expiration of the 270 day period following the Asset Sale that produced such Excess Proceeds. If the aggregate purchase price for the Notes tendered pursuant to the Excess Proceeds Offer is less than the Excess Proceeds, the Company and its Restricted Subsidiaries may use the portion of the Excess Proceeds remaining after payment of such purchase price for general corporate purposes. Each Excess Proceeds Offer shall remain open for a period of 20 Business Days and no longer, unless a longer period is required by law (the "Excess Proceeds Offer Period"). Promptly after the termination of the Excess Proceeds Offer Period (the "Excess Proceeds Payment Date"), the Issuers shall purchase and mail or deliver payment for the Purchase Amount for the Notes or portions thereof tendered, pro rata or by such other method as may be required by law, or, if less than the Purchase Amount has been tendered, all Notes tendered pursuant to the Excess Proceeds Offer. 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 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; provided, however, ; (3) that any Notes not tendered or accepted for payment pursuant to the Net Excess Proceeds Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal shall continue to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph.accrue interest; (c4) In that, unless the event that any other Indebtedness Issuers default in the payment of the Company that ranks pari passu purchase price with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsNotes 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 Company 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 tendered pursuant to the Excess Proceeds Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee the Notes so accepted, together with an Officers' Certificate stating that the Notes or portions thereof tendered to the Issuers are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment 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 shall make a public announcement of the Net results of the Excess Proceeds Offer in respect thereof at as soon as practicable after the same time as Excess Proceeds Payment Date. For the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased4.10, the amount of Trustee shall act as the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds OfferPaying Agent.

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unlessunless the following conditions are met: (i1) Parent or the applicable 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 of the assets sold or otherwise disposed of;is for Fair Market Value. (ii2) at At least 75% of the consideration received by Parent or the Restricted Subsidiary, as the case may be, from for such Asset Sale shall be in the form consists of cash or Cash Equivalents and is received at closing. (For purposes of this clause (2), (x) the time assumption by the purchaser of (i) Debt or other obligations (other than contingent liabilities and Subordinated Debt) of the Company or a Restricted Subsidiary pursuant to a customary novation agreement that releases the Company or such disposition; and Restricted Subsidiary from any further liability, and (iiiii) upon instruments or securities received from the consummation purchaser that are promptly, but in any event within 90 days of an Asset Salethe closing, Parent shall apply, converted by the Company or cause such Restricted Subsidiary to applycash or Cash Equivalents, to the extent of the cash or Cash Equivalents actually so received, and (y) stock or assets of the kind referred to in clause (3)(B) of this Section 4.11, shall each be considered cash received at closing.) (3) Within 12 months of the receipt of any Net Cash Proceeds from an Asset Sale, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either:may be used (1A) to prepay any Senior permanently repay (i) senior secured Debt or Guarantor Senior Debt of the Company or any Indebtedness of the Restricted Subsidiary whose assets were (and in the subject case of a revolving credit, permanently reduce the Asset Sale if commitment thereunder by such amount), that is senior in respect of liens to the Notes, (ii) Debt of any Restricted Subsidiary that is not a Guarantor and, in that makes an Asset Sale with the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject proceeds of such Asset Sale, in each case owing to a Person other than the Company or any Restricted Subsidiary and required to be prepaid from such Net Cash Proceeds, provided, that the Net Cash Proceeds from an Asset Sale by the Company or any Restricted Subsidiary that is a Guarantor shall be applied only to repay Debt of the Company or another Restricted Subsidiary that is a Guarantor and (iii) Debt of the Company or any Restricted Subsidiary ranking pari passu in respect of liens with the Notes so long as a ratable repayment offer shall be made to the holders of the Notes, or (B) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of another Person that will thereupon becomes a Restricted Subsidiary, to make capital expenditures or otherwise acquire assets to be used or useful in the business of Parent and its the Company or any Restricted Subsidiaries as existing on Subsidiary; provided that if the Issue Date Company or any Restricted Subsidiary contracts to acquire assets to make capital expenditures with Net Cash Proceeds within the applicable 12-month period it shall be deemed to have so applied such Net Cash Proceeds in businesses reasonably related thereto or accordance with this subclause (yB) Capital Stock if such Net Cash Proceeds are so applied within 24 months of the applicable Asset Sale. (4) The Net Cash Proceeds of an entity that holds any such assets (provided that in the case of Asset Sale under this Section 4.11(a) not applied pursuant to clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) of this Section 4.11(a) within the periods specified constitute “Excess Proceeds”. Excess Proceeds of less than $15,000,000 will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds $15,000,000, the Company must, within 30 days thereafter, make an Offer to Purchase to all Holders of Notes and all holders of other Debt that ranks pari passu with, or senior to, the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redemption with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other Debt that may be purchased out of the Excess Proceeds on a combination pro rata basis. Upon completion of prepayment the Offer to Purchase under this Section 4.11(a), Excess Proceeds will be reset at zero, and investment permitted any Excess Proceeds remaining after consummation of the Offer to Purchase may be used for any purpose not otherwise prohibited by the foregoing clauses (iii)(1) and (iii)(2)this Indenture. (b) To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as set forth in Section 4.13(a) (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), make an offer to purchase (a “Net Proceeds Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a The purchase price in cash equal to for the Notes for any offer under Section 4.11(a) will be 100% of the principal amount thereof, plus accrued interest thereon to the date of purchase; provided, however, that . If the Net Proceeds Offer may be deferred until there are to Purchase is for less than all of the outstanding Notes and Notes in an aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the principal amount in excess of $20.0 million, shall be applied as required the purchase amount are tendered and not withdrawn pursuant to this paragraphthe offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis along with such other pari passu Debt with similar terms, with adjustments so that only Notes in multiples of $1.00 principal amount will be purchased. (c) In Pending the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness final application of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make and any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds Offer in respect thereof at the same time as the analogous offer to purchase any manner that is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debtnot prohibited by this Indenture. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized All Net Cash Proceeds and (2) if Other Debt is being offered to from an Event of Loss shall be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”invested as set forth in Section 4.11(a)(3) and treated as Excess Proceeds under Section 4.11(a)(4) and applied as set forth therein, all within the denominator of which is periods and as otherwise provided in such clauses. The Company will comply with Rule 14e-1 under the sum of the Security Amount Exchange Act and all other applicable laws in making any Offer to Purchase, and the lesser of the aggregate principal face amount or accreted value above procedures will be deemed modified as of the relevant purchase date of all Other Debt tendered pursuant necessary to a concurrent offer to purchase permit such Other Debt made at the time of such Net Proceeds Offercompliance.

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed ofof (as determined in good faith by the Company’s Board of Directors); (ii) at least 75% of the consideration received by Parent the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or cash, Cash Equivalents and/or Replacement Assets (as defined below) (or a combination thereof) and is received at the time of such disposition; provided that (A) 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 liabilities that are by their terms subordinated to the Securities) that are assumed by the transferee of any such assets; (B) the fair market value of any securities or other assets received by the Company or any such Restricted Subsidiary in exchange for any such assets that are converted into cash within 180 days after such Asset Sale; and (C) any of the assets described in clauses (iii)(B) and (C) shall be deemed to be cash for purposes of this provision; and (iii) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (1A) to prepay repay (i) any Senior Debt or Guarantor Senior Debt or any Indebtedness of Obligations under the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, Credit Agreement and effect a permanent reduction in the availability under such revolving credit facilityCredit Agreement and (ii) in the case of an Asset Sale by a Restricted Subsidiary, Obligations of such Restricted Subsidiary; (2B) to make an investment invest or commit to invest in (x) 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 Parent the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); (C) to acquire or commit to acquire all or substantially all of the assets of, or a majority of the voting Capital Stock of a Permitted Business; and/or (3D) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1iii)(A) through (iii)(C); provided that in the case of a commitment under clauses (B) and (iii)(2)C) above made prior to the expiration of such 365-day period, such investment or acquisition shall be deemed to comply with this covenant if consummated within six months after such commitment. (b) To the extent that all or part of When the Net Cash Proceeds of any from Asset Sale are Sales not applied within 365 days of such Asset Sale or invested as set forth provided in Section 4.13(a) the preceding paragraph total $5.0 million or more (such Net Cash Proceedseach, the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the a “Net Proceeds Offer Trigger Date”), the Company will, within 30 days, make an offer to purchase (a the “Net Proceeds Offer”)) to all Holders and, with a copy to the Trusteeextent required by the terms of any Pari Passu Debt, an offer to purchase to all holders of such Pari Passu Debt, on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders (and holders of any Pari Passu Debt) on a maximum principal pro rata basis, that amount (expressed as a multiple of $1,000) of Securities (and Pari Passu Debt) equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Securities (and Pari Passu Debt) to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Net Proceeds Offer 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 as 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 deferred until there are aggregate Unutilized deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, thereof shall be applied as required pursuant to in accordance with this paragraphcovenant. (c) In the event that any other Indebtedness of the transfer of substantially all (but not all) of the property and assets of the Company that ranks pari passu and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article V hereof, 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 covenant, and shall comply with the Securities or any other Indebtedness provisions of any Guarantor that ranks pari passu this covenant with respect to such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company may apply the Unutilized or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount for purposes of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debtthis covenant. (d) For purposes 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 Section 4.13Indenture. Upon receiving notice of the Net Proceeds Offer, “Security Portion Holders may elect to tender their Securities in whole or in part in a principal amount of Unutilized $[*] and integral multiples of $[*] in excess thereof in exchange for cash. To the extent Holders properly tender Securities in an amount exceeding the Net Proceeds Offer Amount, Securities 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. If any Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchasedProceeds remain after the consummation of any Net Proceeds 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 the Unutilized Net Cash Proceeds will be reset at zero. (e) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal any other securities laws and regulations thereunder to the product extent such laws and regulations are applicable in connection with the repurchase of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.05 or Section 3.03, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.05 or Section 3.03 by virtue thereof.

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale (including Capital Stock of its Restricted Subsidiaries) unless: (ia) Parent the Company or the applicable 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 assets or Capital Stock sold or otherwise disposed of;; and (iib) at least 75% of the consideration received for the assets or Capital Stock sold by Parent the Company or the Restricted Subsidiary, as the case may be, from such in the Asset Sale shall be in the form of cash or Cash Equivalents and is and/or Property to be used in a Permitted Business (including Capital Stock of a Person engaged in a Permitted Business) received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, Parent shall apply, . The Company or cause such Restricted Subsidiary to applySubsidiary, as the case may be, must apply 100% of the Net Cash Proceeds relating to of any such Asset Sale within 365 days twenty four (24) months (or, if not so applied by such date, committed to be applied within twenty four (24) months of receipt the expiration of such preliminary twenty four (24) month period) thereof eitherto: (1a) to prepay any repay Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject Company or Indebtedness of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”)Subsidiaries; and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2).or (b) invest in a Permitted Business (including expenditures for maintenance, repair or improvement of existing Properties and acquisitions of Capital Stock of Persons engaged in a Permitted Business); provided that the Company or such Restricted Subsidiary, pending application of such Net Cash Proceeds in accordance with clause (a) or (b) above, may invest such Net Cash Proceeds in Cash Equivalents. To the extent that all or a part of the Net Cash Proceeds of any Asset Sale are not applied or committed to be applied within 365 days twenty four (24) months of such the Asset Sale as set forth in Section 4.13(a) (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”)described above, the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), will make an offer to purchase Notes (a the “Net Proceeds Asset Sale Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest thereon thereon, to the date of purchase; providedpurchase (the “Asset Sale Offer Amount”). The Company will purchase pursuant to an Asset Sale Offer from all tendering Holders on a pro rata basis, and, at the Company’s option, on a pro rata basis with the Holders of any other Senior Indebtedness with similar provisions requiring the Company to offer to purchase the other Senior Indebtedness with the proceeds of Asset Sales, that principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of Notes and the other Senior Indebtedness to be purchased equal to such unapplied Net Cash Proceeds. The Company may satisfy its obligations under this covenant with respect to the Net Cash Proceeds of an Asset Sale by making an Asset Sale Offer prior to the expiration of such preliminary twenty four (24) month period. The Asset Sale Offer will remain open for a period of not less than twenty (20) business days, or any longer period as may be required by law. The Company may, however, that the Net Proceeds defer an Asset Sale Offer may be deferred until there are is an aggregate Unutilized amount of unapplied Net Cash Proceeds from one or more Asset Sales equal to or in excess of $20.0 U.S.$15.0 million. At that time, at which time the entire amount of such Unutilized unapplied Net Cash Proceeds, and not just the amount in excess of $20.0 U.S.$15.0 million, shall will be applied as required pursuant to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation covenant. Each notice of an Asset SaleSale Offer will be mailed first class, postage prepaid, to the record Holders as shown on the register of Holders within twenty (20) days following such preliminary twenty four (24) month period, with a copy to the Trustee offering to purchase the Notes as described above. Each notice of an Asset Sale Offer will state, among other things, the purchase date, which must be no earlier than thirty (30) days nor later than sixty (60) days from the date the notice is mailed, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving notice of an Asset Sale Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of U.S.$1,000 in exchange for cash. On the Asset Sale Offer Payment Date, the Company may apply will, to the Unutilized Net Cash Proceeds otherwise required extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer; (2) deposit with the Paying Agents funds in an amount equal to the Asset Sale Offer Amount in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be applied delivered to a Net Proceeds the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. To the extent Holders of Notes and Holders of other Senior Indebtedness, if any, which are the subject of an Asset Sale Offer to offer to purchase such Other Debt properly tender and to a Net Proceeds Offer so long as do not withdraw Notes or the other Senior Indebtedness in an aggregate amount exceeding the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized unapplied Net Cash Proceeds, the Company shall make will purchase the Net Proceeds Offer in respect thereof at Notes and the same time as the analogous offer to purchase other Senior Indebtedness on a pro rata basis (based on amounts tendered). If only a portion of a Note is made purchased pursuant to an Asset Sale Offer, a new Note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate). Notes (or portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled and cannot be reissued. The Company will comply with the requirements of Rule 14e-l under the Exchange Act and any Other Debt other applicable securities laws and regulations, to the extent such laws and regulations are applicable in connection with the purchase date in respect of Notes pursuant to an Asset Sale Offer. To the Securities shall be extent that the same as provisions of any applicable securities laws or regulations conflict with the purchase date in respect of such Other Debt. (d) For purposes “Asset Sale” provisions of this Section 4.13Indenture, the Company will comply with these laws and regulations and will not be deemed to have breached its obligations under the “Security Portion Asset Sale” provisions of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchasedthis Indenture by doing so. Upon completion of an Asset Sale Offer, the amount of the Unutilized Net Cash Proceeds will be reset at zero. Accordingly, to the extent that the aggregate amount of Notes and other Indebtedness tendered pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Proceeds, the Company and its Restricted Subsidiaries may use any remaining Net Cash Proceeds for any purpose not otherwise prohibited by this Indenture. If at any time any consideration other than cash or Cash Equivalents received by the 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 non-cash consideration), the conversion or disposition will be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof will be applied or committed to be applied as described above within twenty four (24) months of conversion or disposition. Notwithstanding anything to the contrary provided herein, the Company shall not contribute or transfer, in a single transaction or a series of related transactions, any of its Existing Properties or Future Leveraged Properties to any Restricted Subsidiary that is not a Subsidiary Guarantor; provided that this undertaking shall not restrict the Company from transferring to any Restricted Subsidiary any Existing Property or Future Leveraged Property pursuant to a transaction that, but for items (2) if Other Debt is being offered to be purchased, the amount or (5) of the Unutilized Net Cash Proceeds equal to second paragraph of the product definition of “Asset Sale” would constitute an Asset Sale, if (xi) the Unutilized Net Cash Proceeds such transaction is made at Fair Market Value and (yii) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum at least 75% of the Security Amount and consideration received by the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase Company in such Other Debt made transaction at the time of such Net Proceeds Offertransaction is in the form of cash or Cash Equivalents and/or Property to be used by the Company in a Permitted Business (other than Capital Stock of a Person engaged in a Permitted Business).

Limitation on Asset Sales. (a) Parent The Guarantor will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unlessunless the following conditions are met: (i) Parent or the applicable Restricted SubsidiaryThe Asset Sale is for fair market value, as determined in good faith by the case may be, receives consideration at the time Board of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed ofDirectors; (ii) At least 75% of the consideration consists of cash or Cash Equivalents. (For purposes of this clause (ii), the assumption by the purchasers of Debt or other obligations (other than Subordinated Debt) of the Guarantor or a Restricted Subsidiary pursuant to a customary novation agreement, and instruments or securities received from the purchasers that are promptly, but in any event within 90 days of the closing, converted by the Guarantor to cash, to the extent of the cash actually so received, shall be considered cash received at closing); and (iii) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Net Cash Proceeds may be used (each, a “Permitted Reinvestment”): (A) to permanently repay Debt other than Subordinated Debt of the Guarantor or any Restricted Subsidiary (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 Guarantor or any Restricted Subsidiary, (B) to acquire or invest in (or within such 360-day period in this clause (iii), the Guarantor’s Board of Directors shall have made a good faith determination to acquire or invest, which acquisition or investment shall be consummated prior to the second anniversary of such Asset Sale) (i) all or substantially all of the assets of a Permitted Business, (ii) 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 or (iii) a Permitted Business Investment; or (C) to acquire Productive Assets for the Guarantor or any of its Restricted Subsidiaries; provided that pending the final application of any such Net Cash Proceeds in accordance with this clause (iii), the Guarantor or such Restricted Subsidiary may temporarily reduce Debt or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Indenture. (b) Notwithstanding Section 4.13(a) above, the Guarantor and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such clauses to the extent: (i) at least 75% of the consideration received by Parent or the Restricted Subsidiary, as the case may be, from for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities; and (ii) the Asset Sale is for fair market value, as determined in good faith by the Board of Directors of the Guarantor; provided that any consideration not constituting Productive Assets received by the Guarantor or any Restricted Subsidiary in connection with any Asset Sale permitted to be consummated under this clause shall be applied (in the form case of cash or cash, Cash Equivalents and is received Marketable Securities within 360 days after the receipt thereof) in accordance with Section 4.13(iii) above. (c) The Net Cash Proceeds of an Asset Sale not applied pursuant to Section 4.13(a)(iii) within 360 days of the Asset Sale constitute “Excess Proceeds.” Excess Proceeds of less than U.S.$50.0 million (or the equivalent thereof at the time of determination) will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds such disposition; and amount, the Guarantor must, within 30 days, make an Offer to Purchase Notes having a principal amount equal to accumulated Excess Proceeds, multiplied by a fraction (iiix) upon the consummation numerator of an 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, Parent shall apply, or cause such Restricted Subsidiary rounded down to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (1) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of nearest U.S.$1,000. The purchase price for the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that Notes will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2). (b) To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as set forth in Section 4.13(a) (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), make an offer to purchase (a “Net Proceeds Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest thereon to to, but excluding, the date of purchase; provided, however, that . If the Net Proceeds Offer may be deferred until there are to Purchase in connection with an Asset Sale is for less than all of the outstanding Notes and Notes in an aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the principal amount in excess of $20.0 million, shall be applied as required the purchase amount are tendered and not withdrawn pursuant to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Saleoffer, the Company may apply the Unutilized Net Cash Proceeds otherwise required Guarantor will purchase Notes having an aggregate principal amount equal to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date amount on a pro rata basis, with adjustments so that only Notes in respect multiples of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to U.S.$1,000 principal amount will be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchasedprovided that after a purchase from a Holder in part, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the such Holder shall hold U.S.$200,000 in principal amount of Notes or a multiple of U.S.$1,000 in excess thereof. The Guarantor will obtain all Securities tendered pursuant necessary consents and regulatory approvals from the Central Bank of Brazil for the remittance of funds outside Brazil prior to the Net Proceeds making any Offer related to Purchase. Any failure to obtain such Unutilized Net Cash Proceeds (the “Security Amount”) consents and the denominator approvals will constitute an Event of which is the sum Default. Upon completion of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant Offer to a concurrent offer to purchase such Other Debt made Purchase, Excess Proceeds will be reset at the time of such Net Proceeds Offerzero.

Limitation on Asset Sales. (a) The Company and Parent will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unlessunless 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 applicable 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 not applied pursuant to paragraph (iii) 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 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 assets is converted into or sold or otherwise disposed of; of for cash (ii) at least 75% of other than interest received with respect to any non-cash consideration), the consideration received by Parent conversion or the Restricted Subsidiary, as the case may be, from such disposition will be deemed to constitute an Asset Sale shall be in the form of cash or Cash Equivalents hereunder and is received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, Parent shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale thereof will be applied in accordance with this Section within 365 360 days of receipt thereof either: (1) conversion or disposition. The Company will not be required to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the make an Offer to Purchase following an Asset Sale if such Parent, a Restricted Subsidiary is not or a Guarantor and, third party makes the Offer to Purchase in the case of any such Indebtedness under any revolving credit facilitymanner, effect a permanent reduction at the times and otherwise in compliance with the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2). (b) To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as requirements set forth in Section 4.13(a) (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”), Indenture applicable to an Offer to Purchase following an Asset Sale made by the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), make an offer to purchase (a “Net Proceeds Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following and if such 366th day (the “Net Proceeds Offer Payment Date”), Person purchases all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest thereon to the date of purchase; provided, however, that the Net Proceeds Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, Notes validly tendered and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with withdrawn under such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other DebtPurchase. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer.

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its the Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of; (ii2) at least 75% of the consideration received by Parent the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and (iii3) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of after receipt thereof either: either (1A) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness secured by a Lien on such asset to the extent of the Restricted Subsidiary whose assets were the subject Net Cash Proceeds of the Asset Sale if such Restricted Subsidiary is not a Guarantor asset and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility (or effect a permanent reduction in availability under such revolving credit facility; , regardless of the fact that no prepayment is required), (2B) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto acquire Replacement Assets, or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(13)(A) and (iii)(23)(B). (b) To . Pending the extent that all or part final application of the Net Cash Proceeds, the Company and the Restricted Subsidiaries may invest such Net Cash Proceeds of in any manner not prohibited by this Indenture. On the 366th day after an Asset Sale are or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not applied within 365 days of to apply the Net Cash Proceeds relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”3)(A), (3)(B) and (3)(C) of the Company shallpreceding paragraph (each, on the 366th day (the 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 to make an offer to purchase (a the “Net Proceeds Offer”), with ) on a copy to date (the Trustee, “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders on a maximum pro rata basis, that principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Securities to be purchased, plus accrued interest and unpaid interest, if any, thereon to the date of purchase; provided, however, that if the Company elects (or is required by the terms of any Indebtedness that ranks pari passu with the Securities), such Net Proceeds Offer may be deferred until there are aggregate Unutilized made ratably to purchase the Securities and such pari passu Indebtedness. If at any time any non-cash consideration received by the 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) or Cash Equivalents, 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 4.12. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $20.0 million, 50.0 million resulting from one or more Asset Sales or deemed Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 50.0 million, shall be applied as required pursuant to this paragraph. (c) ). The first such date the aggregate unutilized Net Proceeds Offer Amount is equal to or in excess of $50.0 million shall be treated for this purpose as the Net Proceeds Offer Trigger Date. In the event that any other Indebtedness of the transfer of substantially all (but not all) of the property and assets of the Company that ranks pari passu and the Restricted Subsidiaries after the Issue Date as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and the Restricted Subsidiaries not so transferred for purposes of this Section 4.12, and shall comply with the Securities or any other Indebtedness provisions of any Guarantor that ranks pari passu this Section 4.12 with respect to such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company may apply or the Unutilized Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds otherwise required for purposes of this Section 4.12. Notice of each Net Proceeds Offer will be mailed or caused to be applied mailed, by first class mail, by the Company within 30 days following the Net Proceeds Offer Trigger Date to all record Holders as shown on the register of Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.12 and that the Holders may elect to tender their Securities in whole or in part in denominations of $2,000 and integral multiples of $1,000 in excess thereof for cash; provided, however, that if the aggregate principal amount of Securities properly tendered in a Net Proceeds Offer exceeds the Net Proceeds Offer Amount, Securities of tendering Holders will be purchased on a pro rata basis (based on amounts tendered); (2) the purchase price (including the amount of accrued interest, if any) and the Net Proceeds Offer Payment Date (which shall be at least 20 Business Days from the date of mailing of notice of such Net Proceeds Offer, or such longer period as required by law); (3) that any Security not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Security purchased pursuant to a Net Proceeds Offer will be required to offer surrender the Security, with the form entitled “Option of Holder To Elect Purchase” on the reverse of the Security completed, to purchase such Other Debt and the Paying Agent at the address specified in the notice prior to a the close of business on the Net Proceeds Offer so long as Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the Business Day prior to the Net Proceeds Offer Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Unutilized Net Cash Proceeds applied Holder is withdrawing his election to purchase have such Security purchased; and (7) that Holders whose Securities are purchased only in part will be issued new Securities in a principal amount equal to the unpurchased portion of the Securities is not less than surrendered. On or before the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsProceeds Offer Payment Date, the Company shall make the Net Proceeds Offer in respect (i) accept for payment Securities or portions thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related which are to such Unutilized Net Cash Proceeds be purchased in accordance with item (1) above, (ii) deposit with the “Security Amount”Paying Agent in accordance with Section 2.14 U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Securities to be purchased and (iii) and deliver to the denominator Trustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of which is Securities so accepted payment in an amount equal to the sum purchase price plus accrued interest, if any. For purposes of this Section 4.12, the Trustee shall act as the Paying Agent. To the extent that the aggregate amount of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt notes tendered pursuant to a concurrent offer to purchase Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such Other Debt made at the time excess Net Proceeds Offer Amount for general corporate purposes or for any other purposes not prohibited by this Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset to zero. The Company will comply with all tender offer rules under state and federal securities laws and regulations, including, but not limited to, Section 14(e) under the Exchange Act and Rule 14e-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 “Asset Sale” provisions of this Indenture, the Company 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. The Trustee shall make such adjustments as are needed so that no unauthorized denominations are purchased in part when the aggregate principal amount of Securities properly tendered in a Net Proceeds Offer pursuant to this Section 4.12 exceeds the Net Proceeds Offer Amount and Securities of tendering Holders are purchased on a pro rata basis (based on amounts tendered). Each Notice of Net Proceeds Offer required pursuant to this Section 4.12 shall state that such adjustments may be made under such circumstances.

Limitation on Asset Sales. (a) Parent will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unlessunless each of the following requirements is satisfied: (i1) Parent or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;; and (ii2) at least 75% of the consideration therefor received by Parent or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of (a) cash and/or Cash Equivalents, (b) Replacement Assets or Cash Equivalents (c) any combination of the consideration described in subclauses (a) and is received at (b) of this clause (2); provided that the time amount of: (i) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of Parent or any of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such disposition; assets as a result of which Parent and its Restricted Subsidiaries are released from further liability with respect thereto, and (iiiii) upon any securities, notes or other obligations received by Parent or any such Restricted Subsidiary from such transferee that are converted within 180 days of receipt thereof by Parent or such Restricted Subsidiary into cash (to the consummation extent of the cash received) shall, in each case, be deemed to be cash for purposes of this clause (2). (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Parent shall apply, or cause such Restricted Subsidiary may at its option, cause such Net Proceeds to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: be applied (1) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2a) to make an investment in (x) assets that replace the assets that were the subject of or expenditure for Replacement Assets or other capital expenditure or to enter into a binding commitment to make such Asset Sale an investment or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (expenditure; provided that that, in the case of this clause (y) a commitment to make an investment or expenditure, such investment is permitted by Section 4.11 or expenditure shall have been made within 180 days of such 365th day, (collectivelyb) to repay Indebtedness under the New Credit Facility (including any Related Obligations), “Replacement Assets”any other Secured Indebtedness and/or any other Indebtedness (other than Subordinated Indebtedness) with a final maturity date prior to November 15, 2013 (and, in each case, to permanently reduce amounts outstanding thereunder); and/or , (3c) to repay Indebtedness of a Non-Guarantor Subsidiary, other than an Issuer (and to permanently reduce amounts outstanding thereunder) or (d) any combination of prepayment and investment permitted by the foregoing clauses subclauses (iii)(1a), (b) and (iii)(2c). (bc) To the extent Any Net Proceeds from Asset Sales that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days or invested as provided in subclause (b) of such Asset Sale as set forth in this Section 4.13(a) (such Net Cash 4.12 will be deemed to constitute “Excess Proceeds, .” When the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day aggregate amount of Excess Proceeds exceeds $50,000,000 (the “Net Proceeds Asset Sale Offer Trigger Date”), the Issuers shall be required to (i) make an offer (an “Asset Sale Offer”) to the Holders of the Notes to purchase (such Notes on a “Net Proceeds Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, pro rata basis at a purchase an offer price in cash in an amount equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to the purchase date, in accordance with the procedures set forth in this Section 4.12 and (ii) to the extent an Issuer so elects or is required, to repay any other outstanding Pari Passu Indebtedness (or offer to purchase such Pari Passu Indebtedness if pursuant to the terms of such Indebtedness the issuer thereof is only required to offer to repay such Indebtedness) (and permanently reduce amounts outstanding under such Pari Passu Indebtedness) at a repayment (or repurchase) price not to exceed 100% of the principal amount thereof, plus accrued interest thereon and unpaid interest, if any, to the repayment (or repurchase) date. (d) Each application of Excess Proceeds pursuant to clause (c) of this Section 4.12 shall be made on a pro rata basis among the Notes and any such other Pari Passu Indebtedness in proportion to the respective amounts outstanding under each such item of Indebtedness. To the extent that any Excess Proceeds remain after compliance with clause (c) of this Section 4.12, Parent or any Restricted Subsidiary may use any remaining Excess Proceeds for any purpose not prohibited under this Indenture. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) All Net Proceeds and Excess Proceeds from Asset Sales may, pending their application in accordance with this Section 4.12, be used to temporarily reduce revolving credit borrowings under any Credit Facility or be invested in any manner that is not prohibited by this Indenture. (f) Within 30 days following an Asset Sale Offer Trigger Date, the Issuers shall send, or at the Issuers’ written request the Trustee shall send, by first-class mail, postage prepaid, a notice, prepared by the Issuers, to each Holder of Notes at its last registered address, which notice shall govern the terms of the Asset Sale Offer. The notice shall offer to repurchase Notes on the purchase date of purchasespecified in such notice (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as required by law) (the “Asset Sale Offer Payment Date”) pursuant to the procedures required by this Indenture and described in such notice. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. Such notice shall state: (1) that the Asset Sale Offer is being made pursuant to this Section 4.12 and that all Notes validly tendered and not validly withdrawn will be accepted for payment; provided, however, that if the Net Proceeds Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire principal amount of such Unutilized Net Cash Proceeds, Notes validly tendered and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as validly withdrawn exceeds the amount of such Unutilized Net Cash Excess Proceeds applied to purchase available in connection with the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsAsset Sale Offer, the Company Trustee shall make select the Net Proceeds Offer in respect thereof at the same time as the analogous offer Notes to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt.purchased on a pro rata basis; (d2) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means the offer price (1) if no Other Debt is being offered to be purchased, including the amount of accrued interest) and the Unutilized Net Cash Proceeds and Asset Sale Offer Payment Date (2which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as required by law); (3) if Other Debt is being offered that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default in making payment therefor, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to the Asset Sale Offer will be purchasedrequired to surrender the Note, with the amount form entitled “Option of Holder to Elect Purchase” on the reverse of the Unutilized Net Cash Proceeds equal Note completed, to the product Paying Agent and Registrar for the Note at the address specified in the notice prior to the close of business on the Business Day prior to the Asset Sale Offer Payment Date; (x6) that Holders will be entitled to withdraw their election if the Unutilized Net Cash Proceeds and (y) Paying Agent receives, not later than the third Business Day prior to the Asset Sale Offer Payment Date, a fraction telegram, telex, facsimile transmission or letter setting forth the numerator name of which is the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its 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 Notes surrendered; provided, however, that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. (g) On the Asset Sale Offer Payment Date, the Issuers shall, to the extent lawful: (1) accept for payment all Securities Notes or portions thereof (in integral multiples of $1,000) validly tendered and not validly withdrawn pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of Asset Sale Offer; provided, however, that if the aggregate principal face amount of Notes validly tendered and not validly withdrawn exceeds the amount of Excess Proceeds available in connection with the Asset Sale Offer, the Trustee shall select the Notes to be purchased on a pro rata basis; (2) deposit with the Paying Agent an amount in U.S. Dollars equal to the offer price (including the amount of accrued interest) in respect of all Notes or accreted value as portions thereof to be purchased; and (3) deliver or cause to be delivered to the Trustee all Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes (or portions thereof) being purchased by the Issuers. Upon receipt by the Paying Agent of the relevant monies specified in clause (2) above and the Officers’ Certificate specified in clause (3) above, such Paying Agent shall promptly mail to each Holder of Notes so purchased the offer price (including the amount of accrued interest) for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder of Notes a new Note equal in principal amount to any unpurchased portion of the Notes purchased, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuers will publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Asset Sale Offer Payment Date. (h) Upon the payment of the offer price (including the amount of accrued interest) for any Notes purchased in the Asset Sale Offer, the Trustee shall, subject to the provisions of Section 2.16, return such Notes to the Issuers for cancellation. Any monies remaining after the purchase date of all Other Debt tendered Notes pursuant to a concurrent offer an Asset Sale Offer shall be returned within three Business Days to purchase such Other Debt made at the time Issuers by the Paying Agents. The Trustee may act as the Paying Agent for purposes of such Net Proceeds any Asset Sale Offer. (i) The Issuers 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 an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.12, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.12 by virtue thereof.

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unlessunless the following conditions are met: (i) Parent The Asset Sale is for fair market value, as determined in good faith by the Board of Directors. (ii) At least 75% of the consideration consists of cash or Cash Equivalents. (For purposes of this clause (ii), the applicable assumption by the purchasers 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 purchasers that are promptly, but in any event within 90 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.) (iii) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Net Cash Proceeds may be used (each, a “Permitted Reinvestment”): (A) to permanently repay Debt other than Subordinated Debt of the Company or any Restricted Subsidiary (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, (B) to acquire or invest in (or within such 360-day period in this clause (iii) the Company’s Board of Directors shall have made a good faith determination to acquire or invest, as which acquisition or investment shall be consummated prior to the case may be, receives consideration at the time second anniversary of such Asset Sale at least equal to the fair market value Sale) (i) all or substantially all of the assets sold of a Permitted Business, (ii) 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 disposed of;acquire long-term assets that are to be used in a Permitted Business or (iii) a Permitted Business Investment; or (iiC) to acquire Productive Assets for the Company or any of its Restricted Subsidiaries; provided that pending the final application of any such Net Cash Proceeds in accordance with this clause (iii), the Company or such Restricted Subsidiary may temporarily reduce Debt or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Indenture. (iv) Notwithstanding clauses (i) to (iii) above, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such clauses to the extent: (A) at least 75% of the consideration received by Parent or the Restricted Subsidiary, as the case may be, from for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities; and (B) the Asset Sale is for fair market value, as determined in good faith by the Board of Directors; provided that any consideration not constituting Productive Assets received by the Company or any Restricted Subsidiary in connection with any Asset Sale permitted to be consummated under this clause shall be applied (in the form case of cash or cash, Cash Equivalents and is received Marketable Securities within 360 days after the receipt thereof) in accordance with Section 4.13(iii) above. (v) The Net Cash Proceeds of an Asset Sale not applied pursuant to Section 4.13(iii) within 360 days of the Asset Sale constitute “Excess Proceeds.” Excess Proceeds of less than U.S.$50.0 million (or the equivalent thereof at the time of determination) will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds such disposition; andamount, the Company must, within 30 days, make an Offer to Purchase Notes having a principal amount equal to: (iiiA) upon accumulated Excess Proceeds, multiplied by (B) a fraction (x) the consummation numerator of an 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, Parent shall apply, or cause such Restricted Subsidiary rounded down to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (1) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of nearest U.S.$1,000. The purchase price for the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that Notes will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2). (b) To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as set forth in Section 4.13(a) (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), make an offer to purchase (a “Net Proceeds Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest thereon to the date of purchase; provided, however, that . If the Net Proceeds Offer may be deferred until there are to Purchase is for less than all of the outstanding Notes and Notes in an aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the principal amount in excess of $20.0 million, shall be applied as required the purchase amount are tendered and not withdrawn pursuant to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Saleoffer, the Company may apply the Unutilized Net Cash Proceeds otherwise required will purchase Notes having an aggregate principal amount equal to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date amount on a pro rata basis, with adjustments so that only Notes in respect multiples of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to U.S.$1,000 principal amount will be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchasedprovided that after a purchase from a Holder in part, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the such Holder shall hold U.S.$200,000 in principal amount of all Securities tendered pursuant Notes or a multiple of U.S.$1,000 in excess thereof. Any failure to the Net Proceeds Offer related to obtain such Unutilized Net Cash Proceeds (the “Security Amount”) consents and the denominator approvals will constitute an Event of which is the sum Default. Upon completion of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant Offer to a concurrent offer to purchase such Other Debt made Purchase, Excess Proceeds will be reset at the time of such Net Proceeds Offerzero.

Limitation on Asset Sales. (a) Parent IRSA will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale (including capital stock of its Restricted Subsidiaries) unless: (ia) Parent IRSA or the applicable 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 assets or Capital Stock sold or otherwise disposed of;; and (iib) at least 75% of the consideration received for the assets or Capital Stock sold by Parent IRSA or the Restricted Subsidiary, as the case may be, from such in the Asset Sale shall be in the form of cash or Cash Equivalents and is and/or Property to be used in a Permitted Business (including Capital Stock of a Person engaged in a Permitted Business) received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, Parent shall apply, . IRSA or cause such Restricted Subsidiary to applySubsidiary, as the case may be, must apply 85% of the Net Cash Proceeds relating to of any such Asset Sale within 365 days twenty-four (24) months (or, if not so applied by such date, committed to be applied within fifteen (15) months of receipt the expiration of such preliminary twenty-four (24) month period) thereof eitherto: (1c) to prepay any repay Senior Debt or Guarantor Senior Debt or any Indebtedness of the IRSA or Indebtedness of its Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility;Subsidiaries; or (2d) to make an investment invest in a Permitted Business (x) assets that replace the assets that were the subject including expenditures for maintenance, repair or improvement of such Asset Sale or in assets that will be used in the business existing Properties and acquisitions of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (Persons engaged in a Permitted Business); provided that IRSA or such Restricted Subsidiary, pending application of such Net Cash Proceeds in the case of this accordance with clause (ya) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2). or (b) above, may invest such Net Cash Proceeds in Temporary Cash Investments. To the extent that all or a part of the Net Cash Proceeds of any Asset Sale are not applied or committed to be applied within 365 days twenty-four (24) months of such the Asset Sale as set forth in Section 4.13(a) (such Net Cash Proceedsdescribed above, the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), IRSA will make an offer to purchase Securities (a the “Net Proceeds Asset Sale Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereofof the Securities to be purchased, plus accrued and unpaid interest thereon thereon, to the date of purchase; providedpurchase (the “Asset Sale Offer Amount”). IRSA will purchase pursuant to an Asset Sale Offer from all tendering Holders on a pro rata basis, and, at IRSA’s option, on a pro rata basis with the holders of any other Senior Indebtedness with similar provisions requiring IRSA to offer to purchase the other Senior Indebtedness with the proceeds of Asset Sales, that principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of Securities and the other Senior Indebtedness to be purchased equal to such unapplied Net Cash Proceeds. IRSA may satisfy its obligations under this covenant with respect to the Net Cash Proceeds of an Asset Sale by making an Asset Sale Offer prior to the expiration of such preliminary twenty-four (24) month period. The Asset Sale Offer will remain open for a period of not less than twenty (20) business days, or any longer period as may be required by law. IRSA may, however, that the Net Proceeds defer an Asset Sale Offer may be deferred until there are is an aggregate Unutilized amount of unapplied Net Cash Proceeds from one or more Asset Sales equal to or in excess of $US$20.0 million. At that time, at which time the entire amount of such Unutilized unapplied Net Cash Proceeds, and not just the amount in excess of $US$20.0 million, shall will be applied as required pursuant to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation covenant. Each notice of an Asset SaleSale Offer will be mailed first class, postage prepaid, to the Company may apply record Holders as shown on the Unutilized Net Cash Proceeds otherwise required register of Holders within twenty (20) days following such preliminary twenty-four (24) month period, with a copy to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied Trustee offering to purchase the Securities as described above. Each notice of an Asset Sale Offer will state, among other things, the purchase date, which must be no earlier than thirty (30) days nor later than sixty (60) days from the date the notice is mailed, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving notice of an Asset Sale Offer, Holders may elect to tender their Securities in whole or in part in integral multiples of US$1,000 in exchange for cash. On the Asset Sale Offer Payment Date, IRSA will, to the extent lawful: (1) accept for payment all Securities or portions thereof properly tendered pursuant to the Asset Sale Offer; (2) deposit with the Paying Agent funds in an amount equal to the Asset Sale Offer Amount in respect of all Securities or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by IRSA. To the extent Holders of Securities and holders of other Senior Indebtedness, if any, which are the subject of an Asset Sale Offer properly tender and do not less than withdraw Securities or the Security Portion other Senior Indebtedness in an aggregate amount exceeding the amount of Unutilized Net Cash Proceeds. With respect to any Unutilized unapplied Net Cash Proceeds, IRSA will purchase the Company shall make Securities and the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase other Senior Indebtedness on a pro rata basis (based on amounts tendered). If only a portion of a note is made purchased pursuant to an Asset Sale Offer, a new Security in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original note (or appropriate adjustments to the amount and beneficial interests in a global note will be made, as appropriate). Securities (or portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled and cannot be reissued. IRSA will comply with the requirements of Rule 14e-l under the Exchange Act and any Other Debt and other applicable securities laws in connection with the purchase date in respect of Securities pursuant to an Asset Sale Offer. To the Securities shall extent that the provisions of any applicable securities laws or regulations conflict with the “Asset Sale” provisions set forth here, IRSA will comply with these laws and regulations and will not be the same as the purchase date in respect of such Other Debt. (d) For purposes deemed to have breached its obligations of this Section 4.13, “Security Portion Indenture by doing so. Upon completion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchasedan Asset Sale Offer, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered will be reset at zero. Accordingly, to be purchased, the extent that the aggregate amount of Securities and other Indebtedness tendered pursuant to an Asset Sale Offer is less than the Unutilized aggregate amount of unapplied Net Cash Proceeds, IRSA and its Restricted Subsidiaries may use any remaining Net Cash Proceeds equal for any purpose not otherwise prohibited by this Indenture. If at any time any consideration other than cash or Cash Equivalents received by IRSA 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 non-cash consideration), the product of (x) conversion or disposition will be deemed to constitute an Asset Sale hereunder and the Unutilized Net Cash Proceeds and thereof will be applied or committed to be applied as described above within twenty-four (y24) a fraction the numerator months of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount conversion or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offerdisposition.

Limitation on Asset Sales. (a) Parent will The Company shall not, and will shall not permit any of its the Restricted Subsidiaries of the Company to, consummate an make any Asset Sale unless: Disposition, unless (i) Parent or the applicable 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 Fair Market Value of the Capital Stock, property or other assets sold or otherwise disposed of; sold, (ii) at least 75% of the consideration received by Parent or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Disposition is in the form of cash Cash, Temporary Cash Investments or Cash Equivalents and is received at Marketable Equity Securities (the time "75% Test"), provided that the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or such Restricted Subsidiary 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 disposition; and Asset Disposition) as a credit against the purchase price therefor shall be deemed to be Cash to the extent of the amount so credited for purposes of the 75% Test, and (iii) upon the consummation of an Asset Sale, Parent shall applyCompany applies, or cause such causes its Restricted Subsidiary Subsidiaries to apply, 100% of the Net Cash Proceeds relating from any Asset Disposition to an offer (a "Net Proceeds Offer") to purchase Notes outstanding having a Net Proceeds Offer Price at least equal to such Asset Sale within 365 Net Proceeds, such Net Proceeds Offer to commence on a date not later than 360 calendar days of receipt thereof either: (1) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of after the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject date of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2). (b) To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as set forth in Section 4.13(a) (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), make an offer to purchase (a “Net Proceeds Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, Disposition at a purchase price in cash (the "Net Proceeds Offer Price") equal to 100% of the principal amount thereof, plus accrued interest thereon to the closing date of purchase; provided, however, that the Net Proceeds Offer may be deferred until there are aggregate Unutilized (the "Net Cash Proceeds equal Purchase Date"), except to the extent that such Net Proceeds have been applied either to (i) the permanent repayment of principal and interest on Senior Indebtedness or in excess Indebtedness of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph. (c) In the event that any other Indebtedness Restricted Subsidiary of the Company that ranks pari passu with made such Asset Disposition or to (ii) the Securities purchase of assets or any other Indebtedness businesses in the same line of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer business as the Company and its Restricted Subsidiaries or assets incidental thereto. Notwithstanding anything to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Salecontrary in this Section 4.10, the Company may apply the Unutilized Net Cash Proceeds otherwise will not be required to be applied to make a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With with respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer from Asset Dispositions until the aggregate amount of Net Proceeds from Asset Dispositions in respect thereof at any period of 12 consecutive months which are not applied either to the same time permanent repayment of principal and interest on Indebtedness (as the analogous offer described above) or to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same assets or businesses (as the purchase date in respect of such Other Debt. (d) described above), exceeds $10 million. For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased4.10, the principal amount of Notes for which a Net Proceeds Offer shall be made is referred to as the Unutilized "Net Cash Proceeds Offer Amount." (b) To the extent required by any pari passu Indebtedness, and (2) if Other Debt provided there is being offered to be purchaseda permanent reduction in the principal amount of such pari passu Indebtedness, the Company shall simultaneously with the Net Proceeds Offer make an offer to purchase such pari passu Indebtedness (a "Pari Passu Offer") in an amount of (the Unutilized Net Cash Proceeds "Pari Passu Offer Amount") equal to the product of (x) the Unutilized Net Cash Proceeds and (y) Offer Amount, as determined above, multiplied by a fraction fraction, the numerator of which is the outstanding principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) pari passu Indebtedness and the denominator of which is the sum of the Security Amount and the lesser 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 face amount or accreted value as of Notes, at 100% of the relevant purchase date principal amount thereof, which have been acquired by the Company and surrendered for cancellation after the making of all Other Debt tendered the Net Proceeds Offer and which have not been used as a credit against or acquired pursuant to a concurrent any prior obligation to make an offer to purchase such Other Debt made at Notes pursuant to the time 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 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;

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unlessunless the following conditions are met: (a) The Asset Sale is for fair market value, as determined in good faith by the Board of Directors. (b) At least 75% of the consideration consists of cash received at closing; 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 substantially simultaneously with such sale, in accordance with the requirements set forth in this Indenture. For purposes of this clause (b): (i) Parent Debt (other than Subordinated Debt) or other obligations of the Company or a Restricted Subsidiary assumed by the purchaser pursuant to a customary novation agreement, and (ii) 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. (c) An amount equal to the Net Cash Proceeds from the Asset Sale may be used (i) to permanently repay (i) any First Lien Indebtedness or (ii) unless the Net Cash Proceeds are from a disposition of Collateral, Debt under the Credit Agreement, or (iii) unless the Net Cash Proceeds are from a disposition of Collateral, Debt of any Restricted Subsidiary that is not a Guarantor (and, in each case, in the case of a revolving credit, permanently reduce the commitment thereunder by such amount), or (ii) 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 (including an undivided interest therein) that are to be used in a Permitted Business; provided that the assets (including Voting Stock) acquired with the Net Cash Proceeds of a disposition of Collateral are pledged as Collateral under the Collateral Agreements substantially simultaneously with such acquisition in accordance with the requirements of this Indenture. (d) The Net Cash Proceeds of an Asset Sale not applied pursuant to clause (c) within 360 days of the Asset Sale constitute “Excess Proceeds”. Excess Proceeds of less than $10.0 million will be carried forward and accumulated. When accumulated Excess Proceeds equal or exceed $10.0 million, the Company must, within 30 days, make an Offer to Purchase Notes having a principal amount equal to (i) accumulated Excess Proceeds, multiplied by (ii) 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 Debt that is secured by a parity Lien on the Collateral and 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 plus accrued interest to the date of purchase. 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. (e) To the extent that any Net Cash Proceeds are from a disposition of Collateral the fair market value of which exceeds $10 million in the aggregate, such Net Cash Proceeds will be deposited with the Noteholder Collateral Agent or the applicable Restricted SubsidiaryTrustee, as the case may be, receives consideration at the time of such Asset Sale at least equal and held as Collateral pending application pursuant to the fair market value of the assets sold clause (c) or otherwise disposed of; (iid) at least 75% of the consideration received by Parent or the Restricted Subsidiaryabove, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, Parent shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (1) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectivelyd), “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by released to the foregoing clauses (iii)(1) and (iii)(2). (b) To Company or the extent that all or part relevant Guarantor if remaining after consummation of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as set forth in Section 4.13(a) (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), make an offer to purchase (a “Net Proceeds Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest thereon to the date of purchase; provided, however, that the Net Proceeds Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other DebtPurchase. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer.

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unlessunless the following conditions are met: (i1) Parent or the applicable 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 of the assets sold or otherwise disposed of;is for Fair Market Value. (ii2) at At least 75% of the consideration received by Parent or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form consists of cash or Cash Equivalents and is received at closing. (For purposes of this Section 4.13(a)(2), the time assumption by the purchaser of such disposition; andDebt 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 or a Restricted Subsidiary to cash or Cash Equivalents, to the extent of the cash or Cash Equivalents actually so received, shall be considered cash or Cash Equivalents received at closing). (iii3) upon Within 365 days after the consummation receipt of any Net Cash Proceeds from an Asset Sale, Parent shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof eithermay be used: (1A) to prepay any Senior permanently repay secured Debt of the Company or a Guarantor Senior Debt or any Indebtedness Debt of the a Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary that is not a Guarantor and, (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 such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility;Restricted Subsidiary, (2B) 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 longterm assets that are to be used in a Permitted Business, (C) to make an investment in a capital expenditure; or (xD) to acquire other assets that replace the are not classified as current assets under GAAP and that were the subject of such Asset Sale are used or useful in assets that a Permitted Business. The Company will be used in deemed to have complied with the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2). (b) To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as provisions set forth in Section 4.13(a4.13(a)(3)(B), (C) and (such D) if (i) within 365 days after the Asset Sale that generated the Net Cash Proceeds, the “Unutilized Company (or applicable Restricted Subsidiary) has entered into a binding agreement to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business or to make a capital expenditure or acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business and that acquisition or capital expenditure is thereafter completed within 180 days after the end of such 365 day period or (ii) in the event such binding agreement described in the preceding clause (i) is cancelled or terminated for any reason before such Net Cash Proceeds”)Proceeds are so applied, the Company shall(or the applicable Restricted Subsidiary) enter into another such binding commitment within 180 days of such cancellation or termination of the prior binding commitment, on in which case such acquisition or capital expenditure must be completed within 180 days after the 366th day date thereof. (4) The Net Cash Proceeds of an Asset Sale not applied pursuant to Section 4.13(a)(3) constitute “Excess Proceeds.” Excess Proceeds of less than $50 million will be carried forward and accumulated. When accumulated Excess Proceeds equal or exceed such amount, the “Net Proceeds Offer Trigger Date”)Company must, within 30 days, make an offer Offer to purchase (Purchase Notes having a “Net Proceeds Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount equal to (expressed as A) accumulated Excess Proceeds, multiplied by (B) a multiple fraction (x) the numerator of $1,000) of Securities which is equal to the Security Portion outstanding principal amount of Unutilized Net Cash Proceedsthe 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, at a redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest $1,000. The purchase price in cash equal to for the Notes will be 100% of the principal amount thereof, plus accrued interest thereon to the date of purchase; provided, however, that the Net . If any Excess Proceeds Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Saleremain, the Company may apply use such Excess Proceeds for any purposes not prohibited by this Indenture. Upon completion of the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchasedPurchase, the amount of the Unutilized Net Cash Excess Proceeds and (2) if Other Debt is being offered will be reset to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offerzero.

Limitation on Asset Sales. (a) Parent The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of, which may be determined as of the date of any agreement with respect to such Asset Sale; (ii2) either (a) at least 75% of the consideration received by Parent the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such dispositiondisposition or (b) the Fair Market Value (determined at the time of receipt) of all forms of consideration other than cash and Cash Equivalents received for all Asset Sales since the Issue Date does not exceed in the aggregate 15% of the Adjusted Consolidated Net Tangible Assets of the Company at the time such determination is made; and (iii3) upon the consummation of an Asset Sale, Parent Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 360 days of receipt thereof either: (1a) to repay or prepay Indebtedness outstanding under the Senior Credit Facility (or, if the Senior Credit Facility is no longer in existence, any Senior Debt Indebtedness that is secured by a Lien permitted to be incurred pursuant to Section 4.10); (b) to permanently repay, redeem or Guarantor Senior Debt or repurchase any Indebtedness of the Restricted Company or any Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary Guarantor that is not a Guarantor and, in subordinated to the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in Notes or the availability under such revolving credit facilitySubsidiary Guarantees; (2c) to make an investment (including, without limitation, capital expenditures) in (xi) properties or assets that replace the properties or assets that were the subject of such Asset Sale or in (ii) properties or assets that will be used in the business Crude Oil and Natural Gas Business of Parent the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or; (3d) to make a Permitted Industry Investment or to acquire or make an investment in Crude Oil and Natural Gas Related Assets; (e) to the extent not included in (c) or (d) above, any investment in (i) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Restricted Subsidiary, (ii) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary, and (iii) Capital Stock of any Subsidiary of the Company; provided that all the Capital Stock of such Subsidiary held by the Company or any of its Restricted Subsidiaries shall entitle the Company or such Restricted Subsidiary to not less than a pro rata share of all dividends or other distributions made by such Subsidiary upon any of such Capital Stock; or (f) to make a combination of prepayment and investment permitted by the foregoing clauses (iii)(13)(a) and through (iii)(23)(e). (b) To . On the extent that all 361st day after an Asset Sale or part of such earlier date, if any, as the Company determines not to apply the Net Cash Proceeds of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(aclauses (3)(a) through (such Net Cash Proceeds, 3)(f) of the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day immediately preceding paragraph (the each a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have been received by the Company or such Restricted Subsidiary but which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a) through (3)(f) of the immediately preceding paragraph (each a “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary, as the case may be, to make an offer to purchase (a “Net Proceeds Offer”), with ) on a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day date (the “Net Proceeds Offer Payment Date”)) not less than 30, nor more than 45, days following the applicable Net Proceeds Offer Trigger Date, from all outstanding Securities up Holders and, to the extent required by the terms of any Pari Passu Indebtedness, the holders of such Pari Passu Indebtedness, on a maximum pro rata basis, that principal amount of Notes (expressed as a multiple of $1,000and Pari Passu Indebtedness) of Securities equal to purchasable with the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount of the Notes (and Pari Passu Indebtedness) to be purchased (or, in the event such other Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus unpaid accrued interest interest, if any, thereon to the date of purchase; provided, however, that if at any time consideration other than cash or Cash Equivalents received by the 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 or Cash Equivalents (other than interest received with respect to any such non-cash or non-Cash Equivalents consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. The Company may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 40.0 million resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 million, 40.0 million shall be applied as required pursuant to this paragraph. (c) In the event that any other Indebtedness covenant). Pending application of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required pursuant to be applied to a Net Proceeds Offer to offer to purchase this covenant, such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds may be temporarily invested in Cash Equivalents or applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceedstemporarily reduce revolving credit indebtedness. With respect to any Unutilized Net Cash Proceeds, the Company shall make If the Net Proceeds Offer Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in respect thereof whose name a Note is registered at the same time as the analogous offer close of business on such Regular Record Date, and no additional interest will be payable to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered holders who tender Notes pursuant to the Net Proceeds Offer related Offer. Notwithstanding the first two paragraphs of this covenant, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent that: (1) the consideration for such Asset Sale constitutes Replacement Assets and/or Crude Oil and Natural Gas Related Assets and/or the assumption of obligations secured by Liens that burden some or all of the assets being sold and/or cash or Cash Equivalents; provided that, in the case of any such assumption, (a) the Person assuming such obligations shall have no recourse with respect to such Unutilized obligations to the Company or any of its Restricted Subsidiaries and (b) no assets of the Company or any of its Restricted Subsidiaries (other than those assets being sold) are subject to such Liens; and (2) such Asset Sale is for Fair Market Value; provided that at least 75% of the total consideration received by the Company or any of its Restricted Subsidiaries in connection with any such Asset Sale shall be in the form of Replacement Assets and Crude Oil and Natural Gas Related Assets, the assumption of obligations secured by Liens described in (1) above, cash or Cash Equivalents, or any combination of the foregoing, and that any Net Cash Proceeds so received shall be subject to the provisions of clause (3) of the “Security Amount”first paragraph and to the provisions of the second paragraph of this covenant. For the purposes of clause (2) of both the first and immediately preceding paragraphs of this covenant and for the purposes of clause (1) of the immediately preceding paragraph, the following are deemed to be cash or Cash Equivalents: (1) the assumption of Indebtedness or other liabilities shown on the balance sheet of the Company (other than obligations in respect of Disqualified Stock of the Company and Indebtedness or other liabilities that are by their terms subordinated in right of payment to the Notes or any Subsidiary Guarantee) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor and Indebtedness or other liabilities that are by their terms subordinated in right of payment to the Notes or any Subsidiary Guarantee) and the denominator of which is the sum release of the Security Amount and Company or such Restricted Subsidiary from all liability on such Indebtedness or liabilities in connection with such Asset Sale (or in lieu of such a release, the lesser agreement of the acquiror or its parent company to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed Indebtedness or liabilities; (2) securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the Asset Sale, to the extent of cash received in that conversion; and (3) with respect to any Asset Sale involving oil and gas properties in which the Company or a Restricted Subsidiary retains an interest, the obligation of any purchaser or transferee of such properties or their Affiliates to fund all or a portion of the costs and expenses of exploring or developing such properties. The requirement of clause 3(c), 3(d) or 3(e) above shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or investment referred to therein is entered into by the Company or any Restricted Subsidiary within the time period specified in clause (3) and such Net Cash Proceeds are subsequently applied in accordance with such agreement within six months following such agreement. Notice of each Net Proceeds Offer will be 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 exchange for cash with the form entitled “Option of Holder to Elect to Purchase” on the reverse of the Note completed to the Paying Agent for the Notes at the address specified in the notice of the Net Proceeds Offer. To the extent Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness with an aggregate principal face amount or exceeding the Net Proceeds Offer Amount, Notes of tendering Holders and Pari Passu Indebtedness will be purchased on a pro rata basis (based on principal amounts of Notes and Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with significant original issue discount based on the accreted value thereof) tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. The Company will comply with the requirements of Rule 14e-1 under the relevant purchase date 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 all Other Debt tendered Notes pursuant to a concurrent offer Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Asset Sale” provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to purchase have breached its obligations under the “Asset Sale” provisions of this Indenture by virtue thereof. If all or any portion of any Net Proceeds Offer Amount remains after consummation of a Net Proceeds Offer, the Company may use such Other Debt made at the time remaining portion of such Net Proceeds OfferOffer Amount for any purpose not otherwise prohibited by this Indenture.

Limitation on Asset Sales. (a) Parent will The Issuer shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless: unless (i) Parent the Issuer or the applicable such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Sale at least equal to not less than the fair market value Fair Market Value of the assets sold or otherwise disposed of; subject to such Asset Sale; (ii) at least 75% of the consideration received by Parent or the Restricted Subsidiary, as the case may be, from for such Asset Sale shall be is in the form of (A) cash or Cash Equivalents and Equivalents, (B) liabilities of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Subsidiary Guarantees) that are assumed by the transferee of such assets (provided that, following such Asset Sale there is received no further recourse to the Issuer or its Restricted Subsidiaries with respect to such liabilities), or (C) fixed assets or property that, in the good faith judgment of the Board of Directors of the Issuer, at the time of such dispositionAsset Sale will be used in a Related Business of the Issuer or its Restricted Subsidiaries; and and (iii) upon the consummation within 270 days of an such Asset Sale, Parent shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: are (1A) to prepay any Senior Debt invested in fixed assets or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor andproperty that, in the case good faith judgment of any such Indebtedness under any revolving credit facilitythe Board of Directors of the Issuer, effect a permanent reduction in at the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject time of such Asset Sale or in assets that will be used in a Related Business of the business of Parent and Issuer or its Restricted Subsidiaries as existing on Subsidiaries, (B) applied to repay Indebtedness under Purchase Money Obligations incurred in connection with the Issue Date or asset so sold, (C) applied to repay Indebtedness under the Credit Facility and permanently reduce the commitment thereunder in businesses reasonably related thereto the amount of the Indebtedness so repaid or (yD) Capital Stock of an entity that holds any such assets (to the extent not used as provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2). (b) To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as set forth in Section 4.13(a) (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”A), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”B), or (C) applied to make an offer to purchase Notes as described below (a an “Net Excess Proceeds Offer”); provided that, with a copy the Issuer 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 Issuer may temporarily reduce Indebtedness under the Credit Facility or temporarily invest such Net Proceeds in Cash Equivalents. Net Proceeds not invested or applied as set forth in subclauses (A), (B) or (C) of clause (iii) above constitute “Excess Proceeds.” If the Issuer elects, or becomes obligated to make an Excess Proceeds Offer because such Excess Proceeds exceed $5,000,000, the Issuer shall offer to purchase Notes having an aggregate principal amount equal to the Trustee, not less than 30 nor more than 60 days following such 366th day Excess Proceeds (the “Net Proceeds Offer Payment DatePurchase Amount”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the purchase date. The Issuer must consummate such Excess Proceeds Offer not later than 30 days after the expiration of the 270-day period following the Asset Sale that produced such Excess Proceeds. If the aggregate purchase price for the Notes tendered pursuant to the Excess Proceeds Offer is less than the Excess Proceeds, the Issuer and its Restricted Subsidiaries may use the portion of the Excess Proceeds remaining after payment of such purchase price for general corporate purposes. Each Excess Proceeds Offer shall remain open for a period of 20 Business Days and no longer, unless a longer period is required by law (the “Excess Proceeds Offer Period”). Promptly after the termination of the Excess Proceeds Offer Period (the “Excess Proceeds Payment Date”), the Issuer shall purchase and mail or deliver payment for the Purchase Amount for the Notes or portions thereof tendered, on a pro rata basis or by such other method as may be required by law and, in each case with respect to any Global Notes, the procedures of the DTC, and, 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 Issuer 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 Issuer 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 Issuer 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 Issuer shall, no later than 30 days following the expiration of the 12-month period following the Asset Sale that produced Excess Proceeds, commence the Excess Proceeds Offer by mailing to the Trustee and each Holder, at such Holder’s last registered address, a notice, which shall govern the terms of the Excess Proceeds Offer, and shall state: (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 or by such other method that most nearly approximates a pro rata selection as the Trustee shall deem fair and appropriate and, in each case with respect to any Global Notes, the procedures of the DTC; (2) the purchase price and the date of purchase; provided, however, ; (3) that any Notes not tendered or accepted for payment pursuant to the Net Excess Proceeds Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal shall continue to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph.accrue interest; (c4) In that, unless the event that any other Indebtedness Issuer defaults in the payment of the Company that ranks pari passu purchase price with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsNotes 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 Issuer 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 Issuer receives, not later than the close of business on the second Business Day preceding the Excess Proceeds Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the Company 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 make be issued Notes representing the Net unpurchased portion of the Notes surrendered; provided that, each Note purchased and each new Note issued shall be in principal amount of $1.00 and any integral multiple of $1.00 in excess thereof; and (8) the instructions that Holders must follow in order to tender their Notes. On or before the Excess Proceeds Payment Date, the Issuer shall (i) accept for payment on a pro rata basis or by such other method that most nearly approximates a pro rata selection as the Trustee shall deem fair and appropriate and, in each case with respect to any Global Notes, the procedures of the DTC, the Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted, and (iii) deliver to the Trustee the Notes so accepted, together with an Officers’ Certificate stating that the Notes or portions thereof tendered to the Issuer are accepted for payment. The Paying Agent shall promptly deliver to each Holder of Notes so accepted payment in an amount equal to the purchase price of such Notes, and the Trustee shall promptly authenticate and deliver to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. The Issuer shall announce to the Holders the results of the Excess Proceeds Offer in respect thereof at as soon as practicable after the same time as Excess Proceeds Payment Date. For the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased4.10, the amount of Trustee shall act as the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds OfferPaying Agent.

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its the Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of; (ii2) at least 75% of the consideration received by Parent the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and (iii3) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of after receipt thereof either: either (1A) to prepay repay any Senior Debt or Guarantor Senior Debt or any Applicable Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Applicable Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility (or effect a permanent reduction in availability under such revolving credit facility; , regardless of the fact that no prepayment is required), (2B) to make an investment in acquire Replacement Assets (x) assets that replace the assets that were the subject of such Asset Sale or in assets that which, if Collateral will be used in made subject to the business Liens of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto applicable Security Documents), or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(13)(A) and (iii)(23)(B). (b) To . Pending the extent that all or part final application of the Net Cash Proceeds Proceeds, the Company and the Restricted Subsidiaries may temporarily reduce Pari Passu Indebtedness (or, in the case of any an Asset Sale are by a Restricted Subsidiary, Indebtedness of a Restricted Subsidiary) or otherwise invest such Net Cash Proceeds in any manner not applied within 365 days prohibited by this Indenture. 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 Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”3)(A), (3)(B) and (3)(C) of the Company shallpreceding paragraph (each, on the 366th day (the “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 to make an offer to purchase (a “the "Net Proceeds Offer”), with ") on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders on a maximum pro rata basis, that principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Securities to be purchased, plus accrued interest and unpaid interest, if any, thereon to the date of purchase; provided, however, that if the Company elects (or is required by the terms of any Applicable Pari Passu Indebtedness), such Net Proceeds Offer may be deferred until there are aggregate Unutilized made ratably to purchase the Securities and such Applicable Pari Passu Indebtedness. If at any time any non-cash consideration received by the 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) or Cash Equivalents, 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 4.12. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $20.0 million, 35.0 million resulting from one or more Asset Sales or deemed Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 35.0 million, shall be applied as required pursuant to this paragraph. (c) ). The first such date the aggregate unutilized Net Proceeds Offer Amount is equal to or in excess of $35.0 million shall be treated for this purpose as the Net Proceeds Offer Trigger Date. In the event that any other Indebtedness of the transfer of substantially all (but not all) of the property and assets of the Company that ranks pari passu and the Restricted Subsidiaries after the Issue Date as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and the Restricted Subsidiaries not so transferred for purposes of this Section 4.12, and shall comply with the Securities or any other Indebtedness provisions of any Guarantor that ranks pari passu this Section 4.12 with respect to such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company may apply or the Unutilized Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds otherwise required for purposes of this Section 4.12. Each Net Proceeds Offer will be mailed or caused to be applied mailed, by first class mail, by the Company within 30 days following the Net Proceeds Offer Trigger Date to all record Holders as shown on the register of Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.12 and that the Holders may elect to tender their Securities in whole or in part in integral multiples of $1,000 in exchange for cash; provided, however, that if the aggregate principal amount of Securities properly tendered in a Net Proceeds Offer exceeds the Net Proceeds Offer Amount, Securities of tendering Holders will be purchased on a pro rata basis (based on amounts tendered); (2) the purchase price (including the amount of accrued interest, if any) and the Net Proceeds Offer Payment Date (which shall be at least 20 Business Days from the date of mailing of notice of such Net Proceeds Offer, or such longer period as required by law); (3) that any Security not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Security purchased pursuant to a Net Proceeds Offer will be required to offer surrender the Security, with the form entitled "Option of Holder to purchase such Other Debt and Elect Purchase" on the reverse of the Security completed, to a the Paying Agent at the address specified in the notice prior to the close of business on the Net Proceeds Offer so long as Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the Business Day prior to the Net Proceeds Offer Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Unutilized Net Cash Proceeds applied Holder is withdrawing his election to purchase have such Security purchased; and (7) that Holders whose Securities are purchased only in part will be issued new Securities in a principal amount equal to the unpurchased portion of the Securities is not less than surrendered. On or before the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsProceeds Offer Payment Date, the Company shall make the Net Proceeds Offer in respect (i) accept for payment Securities or portions thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related which are to such Unutilized Net Cash Proceeds be purchased in accordance with item (1) above, (ii) deposit with the “Security Amount”Paying Agent in accordance with Section 2.14 U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Securities to be purchased and (iii) and deliver to the denominator Trustee Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of which is Securities so accepted payment in an amount equal to the sum purchase price plus accrued interest, if any. For purposes of this Section 4.12, the Trustee shall act as the Paying Agent. To the extent that the aggregate amount of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt notes tendered pursuant to a concurrent offer to purchase Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such Other Debt made at the time excess Net Proceeds Offer Amount for general corporate purposes or for any other purposes not -64- prohibited by this Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset to zero. The Company will comply with all tender offer rules under state and federal securities laws and regulations, including, but not limited to, Section 14(e) under the Exchange Act and Rule 14e-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 "Asset Sale" provisions of this Indenture, the Company 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) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors or if the Fair Market Value of such assets exceeds $20.0 million, the Company shall receive from an investment banking firm of national standing a written opinion in customary form as to the fairness, to the Company, of such Asset Sale) and (ii) at least 7580% of the consideration received by Parent the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents Marketable Securities and is received at the time of such disposition; and (iii) upon . Upon the consummation of an Asset Sale, Parent shall the Company may apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 180 days of receipt thereof either: either (1A) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor Bank lndebtedness and, in the case of any such Bank Indebtedness under any revolving credit facility, to effect a permanent reduction in the availability under such revolving credit facility; , (2B) to make an investment reinvest in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto Wireless Cable Related Assets or (yC) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) to a combination of prepayment and investment permitted by the foregoing clauses (iii)(1A) and (iii)(2B). (b) To . On the extent that all 181st day after an Asset Sale or part such earlier date, if any, as the Board of Directors of the Company or of such Subsidiary determines not to apply the Net Cash Proceeds of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”A), (B) or (C) of the Company shallpreceding sentence (each, on the 366th day (the “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), (B) or (C) of the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company to make an offer to purchase (a “the "Net Proceeds Offer”), with ") on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders on a maximum principal pro rata basis that amount (expressed as a multiple of $1,000) of Securities Notes equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any 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 covenant. (b) Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $5.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until there are such time as such Net Proceeds Offer Amount plus the aggregate Unutilized amount of all Net Cash Proceeds equal Offer Amounts arising subsequent to or in excess of the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Subsidiaries aggregates at least $20.0 5.0 million, at which time the entire amount of such Unutilized Company shall apply all Net Cash Proceeds, and not just Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the amount in excess first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $20.0 million, 5.0 million or more shall be applied as required pursuant deemed to this paragraphbe a Net Proceeds Offer Trigger Date). (c) In Notwithstanding the event that any two immediately preceding paragraphs (a) and (b), the Company and its Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 95% of the consideration for such Asset Sale, other Indebtedness than cash consideration, constitutes assets used in the business of the Company that ranks pari passu with and its Subsidiaries on the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount date of such Unutilized Net Cash Proceeds applied to purchase transaction, (ii) such Asset Sale is for Fair Market Value (as determined in good faith by the Securities is not less than Company's Board of Directors or if the Security Portion Fair Market Value of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceedssuch assets exceeds $20.0 million, the Company shall make receive from an investment banking firm of national standing a written opinion in customary form as to the Net Proceeds Offer in respect thereof at fairness, to the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect Company, of such Other Debt. Asset Sale) and (diii) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means the assets acquired in such an Asset Sale have historically generated revenues in an amount at least equal to (1) if no Other Debt is being offered the revenues attributable to be purchasedthe assets disposed of in such Asset Sale, the amount of the Unutilized Net Cash Proceeds and multiplied by (2) if Other Debt is being offered to be purchaseda fraction, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the amount of consideration other than cash consideration received in such Asset Sale, and the denominator of which is the total amount of consideration received in such Asset Sale; provided that any consideration received by the Company or its Subsidiaries, as the case may be, in an Asset Sale permitted to be consummated under this paragraph that does not assets to be used in the operations of the Company or its Subsidiaries shall constitute Net Cash Proceeds which are subject to the provisions of the two preceding paragraphs. In addition, notwithstanding the two immediately preceding paragraphs, the Company will be permitted (i) to consummate the Wireless One Transaction without complying with such paragraphs, (ii) to sell the Call Markets to Wireless One or Wireless One LLC without complying with such paragraphs, (iii) to sell any or all of the RuralVision Sale Assets on or prior to December 31, 1995 without complying with such paragraphs, (iv) to sell any or all of the assets acquired in the AWS Transaction, the CableMaxx Transaction or the TechniVision Transaction on or prior to the first anniversary of the consummation of each such Transaction without complying with such paragraphs, (v) to sell any or all of the assets acquired by way of an Investment permitted by clause (xv) of the second paragraph of Section 4.07 on or prior to the first anniversary of the consummation of such acquisition without complying with such paragraphs and (vi) to sell, in a single transaction or a series of transactions, assets for up to $25 million of non-cash consideration, provided, in the case of clauses (iii), (iv), (v) and (vi) that the Company receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors or if the Fair Market Value of such assets exceeds $20.0 million, the Company shall receive from an investment banking firm of national standing a written opinion in customary form as to the fairness, to the Company, of such Asset Sale). (d) Each Net Proceeds Offer will be mailed within 25 days following the Net Proceeds Offer Trigger Date to the record Holders as shown on the register of Holders, at their last registered addresses as of a date within 15 days of the mailing of such notice, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.12 and that all Notes tendered will be accepted for payment; provided, however, that if the aggregate principal amount of all Securities Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds Offer, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 or multiples thereof shall be purchased); (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be 20 Business Days from the date of mailing of notice of such Net Proceeds Offer, or such longer period as required by law) (the "Proceeds Purchase Date"); (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 Net Proceeds Offer shall cease to accrue interest after the Proceeds Purchase 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 third Business Day prior to the Proceeds Purchase 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 Proceeds Purchase Date, a facsimile transmission or letter, signature guaranteed, 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 Notes 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 Proceeds Purchase Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Net Proceeds Offer related which are to such Unutilized Net Cash Proceeds be purchased in accordance with item (b)(1) above, (ii) deposit with the “Security Amount”Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes to be purchased, (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company and (iv) deliver to the Paying Agent an Officers' Certificate specifying the Notes or portions thereof being purchased by the Company and the denominator of which is the sum payees of the Security Amount purchase price. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any. For purposes of this Section 4.12, the Trustee shall act as the Paying Agent. 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 lesser extent such laws and regulations are applicable in connection with the repurchase of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered Notes pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the foregoing provisions of this lndenture, the Company 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) Parent The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unlessunless the following conditions are met: (ia) Parent or the applicable Restricted SubsidiaryThe Asset Sale is for fair market value, as determined in good faith by the case may be, receives consideration at the time Board of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of;Directors. (iib) at At least 75% of the consideration received by Parent the Company or the such Restricted Subsidiary, as Subsidiary consists of cash received at closing (except in the case may beof a Permitted Asset Swap). For purposes of this clause (b): (i) 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 (ii) instruments or securities received from such Asset Sale the purchaser that are promptly, but in any event within 60 days of the closing, converted by the Company to cash, to the extent of the cash actually so received, shall be in the form of considered cash or Cash Equivalents and is received at the time of such disposition; andclosing. (iiic) upon Within 365 days after the consummation receipt of any Net Cash Proceeds from an Asset Sale, Parent shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either:may be used (1i) to prepay any repay Senior Debt or Guarantor Senior Debt in each case owing to a Person other than the Company or any Indebtedness Restricted Subsidiary, or (ii) 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 whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not engaged in a Guarantor andPermitted Business, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) or to make an investment in (x) capital expenditures or otherwise acquire long-term assets that replace the assets that were the subject of such Asset Sale or in assets that will are to be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (a Permitted Business; provided that further, that, in the case of this clause (yii), a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment if (x) such investment acquisition or capital expenditure is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted consummated within 545 days after receipt by the foregoing clauses (iii)(1) and (iii)(2). (b) To the extent that all Company or part any Restricted Subsidiary of the Net Cash Proceeds of any Asset Sale are and (y) if such acquisition or capital expenditure is not applied consummated within 365 days of such Asset Sale as the period set forth in Section 4.13(a) subclause (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”x), the Net Cash Proceeds not so applied will be deemed to be Excess Proceeds (as defined below); (d) The Net Cash Proceeds of an Asset Sale not applied pursuant to clause (c) within the time periods specified therein constitute “Excess Proceeds”. Excess Proceeds of less than $10.0 million will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds $10.0 million, the Company shallmust, on within 30 days (or, if the 366th day (the “Net Proceeds Offer Trigger Date”), Company is required to make an offer to purchase (a “Net Proceeds Offer”any Senior Debt with such proceeds, within 30 days following the completion of such offer), with make an Offer to Purchase Notes having a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount equal to (expressed as i) accumulated Excess Proceeds, multiplied by (ii) a multiple fraction (x) the numerator of $1,000) of Securities which is equal to the Security Portion outstanding principal amount of Unutilized Net Cash Proceedsthe Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Debt that is similarly required to be repaid, at a redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest $1,000. The purchase price in cash equal to for the Notes will be 100% of the principal amount thereof, plus accrued interest thereon to the date of purchase; provided. Upon completion of the Offer to Purchase, howeverExcess Proceeds will be reset at zero, that and any Excess Proceeds remaining after consummation of the Net Proceeds Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time used for any purpose not otherwise prohibited by the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraphIndenture. (ce) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer.[Reserved]

Limitation on Asset Sales. (a) Parent will The Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) Parent other than with respect to the Australian Assets, the Issuer or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Issuer's Board of Directors); (ii) at least 75% of the consideration received by Parent the Issuer or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and and (iii) upon the consummation of an Asset Sale, Parent the Issuer shall apply, or 76 -67- cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: either (1A) to prepay (or, in the case of letters of credit or Eurodollar loans under the Senior Bank Financing, cash collateralize) any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor andor, in the case of any such Indebtedness Senior Debt or Guarantor Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; , (2B) to make an investment reinvest in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto Productive Assets, or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3C) a combination of prepayment prepayment, reduction and investment permitted by the foregoing clauses (iii)(1iii)(A) and (iii)(2iii)(B). (b) To . On the extent that all 366th day after an Asset Sale or part such earlier date, if any, as the Board of Directors of the Issuer or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”iii)(A), (iii)(B) and/or (iii)(C) of the Company shallnext preceding sentence (each, on the 366th day (the “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/or (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Issuer or such Restricted Subsidiary to make an offer to purchase repurchase (a “the "Net Proceeds Offer”), with ") on a copy to the Trustee, date not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders on a maximum principal pro rata basis that amount (expressed as a multiple of $1,000) of Securities Notes equal to the Security Portion excess, if any, of Unutilized (x) the Net Proceeds Offer Amount over (y) the amount of any such Net Cash Proceeds, Proceeds required to be used by the Issuer or such Restricted Subsidiary to repurchase any senior subordinated Indebtedness of the Issuer outstanding on the Issue Date (other than Indebtedness evidenced by the Notes) at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be repurchased, plus accrued interest thereon to the date of purchaserepurchase; provided, however, that if at any time any non-cash consideration received by the Issuer or any Restricted Subsidiary of the Issuer, 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. (b) Notwithstanding Section 4.16(a), if a Net Proceeds Offer Amount is less than $10 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until there are such time as such Net Proceeds Offer Amount plus the aggregate Unutilized amount of all Net Cash Proceeds equal Offer Amounts arising subsequent to or in excess of the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Issuer and its 77 -68- Restricted Subsidiaries aggregates at least $20.0 10 million, at which time the entire amount of Issuer or such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, Restricted Subsidiary shall be applied as required pursuant to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized all Net Cash Proceeds otherwise required constituting all Net Proceeds Offer Amounts that have been so deferred to be applied to make a Net Proceeds Offer to offer to purchase (the first date the aggregate of all such Other Debt and to a deferred Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied Amounts is equal to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect $10 million or more shall be deemed to any Unutilized Net Cash Proceeds, the Company shall make the be a "Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other DebtTrigger Date"). (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer.

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the 60 -53- Company's Board of Directors), (ii) at least 75% of the consideration received by Parent the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and and (iii) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: either (1A) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor (and, in the case of any such Indebtedness Senior Debt under any revolving credit facility, including the New Revolving Credit Facility, effect a permanent reduction in the availability under such revolving credit facility; ), (2B) to make an investment in (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be of a kind used or usable in the business of Parent the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1iii)(A) and (iii)(2iii)(B). (b) To . On the extent that all 366th day after an Asset Sale or part 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 of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”iii)(A), (iii)(B) and (iii)(C) of the Company shallnext preceding sentence (each, on the 366th day (the “a "Net Proceeds Offer Trigger Date”"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (a “the "Net Proceeds Offer”), with ") on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following such 366th day (the “applicable Net Proceeds Offer Payment Date”Trigger Date (or if the Net Proceeds Offer has been deferred as described in the last sentence of this paragraph, the date that the unutilized Net Proceeds Offer Amount equals or exceeds $7.5 million), from all outstanding Securities up to Holders on a maximum principal pro rata basis, that amount (expressed as a multiple of $1,000) of Securities Debentures equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Debentures to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. The Company may defer the Net Proceeds Offer may be deferred until there are aggregate Unutilized is an ag- 61 -54- gregate unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 7.5 million resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 7.5 million, shall be applied as required pursuant to this paragraph. (c) ). In the event that any other Indebtedness of the transfer of substantially all (but not all) of the property and assets of the Company that ranks pari passu and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article Five, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the Securities or any other Indebtedness provisions of any Guarantor that ranks pari passu this covenant with respect to such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company may apply the Unutilized or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds otherwise for purposes of this covenant. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date (or if the Net Proceeds Offer has been deferred as described in the first paragraph of this Section 4.16(a), the date that the aggregate unutilized Net Proceeds Offer Amount equals or exceeds $7.5 million), 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 Debentures in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Debentures in an amount exceeding the Net Proceeds Offer Amount, Debentures of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of at least 20 and not more than 30 Business Days or such longer period as may be required to be applied by law. To the extent that the aggregate amount of Debentures tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any remaining Net Proceeds Offer Amount for general corporate purposes. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. (b) Subject to offer the deferral of the Net Proceeds Offer Trigger Date contained in the first paragraph of subsection (a) above, each notice of a Net Proceeds Offer pursuant to this Section 4.16 shall be mailed or caused to be mailed, by first class mail, by the Company not more than 25 days after the Net Proceeds Offer Trigger Date to all Holders at their last regis- 62 -55- tered addresses as of a date within 15 days of the mailing of such notice, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Debentures pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.16 and that all Debentures tendered will be accepted for payment; provided, however, that if the aggregate principal amount of Debentures tendered in a Net Proceeds Offer exceeds the aggregate amount of the Net Proceeds Offer, the Company shall select the Debentures to be purchased on a pro rata basis based on the amounts tendered (with such adjustments as may be deemed appropriate by the Company so that only Debentures in denominations of $1,000 or multiples thereof shall be purchased); (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be at least 20 and not more than 30 Business Days from the date of mailing of notice of such Other Debt and Net Proceeds Offer, or such longer period as required by law) (the "Proceeds Purchase Date"); (3) that any Debenture not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Debenture accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Proceeds Purchase Date; (5) that Holders electing to have a Debenture purchased pursuant to a Net Proceeds Offer so long as will be required to surrender the Debenture, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Debenture completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Proceeds Purchase Date; (7) that Holders whose Debentures are purchased only in part will be issued new Debentures in a principal amount equal to the unpurchased portion of the Debentures surrendered; provided that each Debenture purchased and each new Debenture issued shall be in an original principal amount of such Unutilized Net Cash $1,000 or integral multiples thereof; On or before the Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsPurchase Date, the Company shall make the Net Proceeds Offer in respect (i) accept for payment Debentures or portions thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities validly tendered pursuant to the Net Proceeds Offer related which are to such Unutilized Net Cash Proceeds be purchased in accordance with item (b)(1) above, (ii) deposit with the “Security Amount”) and Paying Agent U.S. Legal Tender sufficient to pay the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date price plus accrued interest, if any, of all Other Debt tendered Debentures to be purchased and (iii) deliver to the Trustee Debentures so accepted together with an Officers' Certificate stating the Debentures or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Debentures so accepted payment in an amount equal to the purchase price plus accrued interest, if any. For purposes of this Section 4.16, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Debentures pursuant to a concurrent offer Net Proceeds Offer shall be returned by the Trustee to purchase the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such Other Debt made at laws and regulations are applicable in connection with the time repurchase of such Debentures pursuant to a Net Proceeds Offer.. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue thereof. ARTICLE FIVE

Limitation on Asset Sales. (a) Parent will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed ofof (as determined in good faith by the Company’s Board of Directors); (ii) at least 75% of the consideration received by Parent the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 360 days of receipt thereof either: (1) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2A) to make an investment in (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of Parent the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or, (3B) to permanently reduce Indebtedness under the Credit Agreement; provided that, to the extent the Asset Sale comprised assets of the Company, the transfer of any Net Cash Proceeds from the Company to Coinmach Corp. in order to reduce such Indebtedness is made in compliance with Section 4.20, (C) to the extent the Asset Sale comprised assets of a Restricted Subsidiary that is not a Subsidiary Guarantor or an Intercompany Note Obligor, to permanently reduce Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor or an Intercompany Note Obligor, or (D) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1iii)(A), (iii)(B) and (iii)(2iii)(C). ; provided, however, that (b1) To the extent 75% limitation set forth in clause (ii) of this paragraph shall not apply to any proposed Asset Sale for which an independent certified accounting firm shall certify to the Board of Directors of the Company and the Trustee that all the after-tax cash portion of the consideration to be received by the company or part such Restricted Subsidiary in such proposed Asset Sale is equal to or greater than what the net after-tax cash proceeds would have been had such proposed Asset Sale Complied with the 75% limitation set forth in clause (ii) of this paragraph; (2) for purposes of this Section 4.16, Cash Equivalents shall include any Indebtedness under the Credit Agreement of the Company or any Restricted Subsidiary (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) that is assumed by the transferee and for which the Company or such Restricted Subsidiary is reasonably indemnified in connection with the relevant Asset Sale; and (3) any Asset Sale of the Intercompany Note or any Intercompany Note Guarantee, or any interest therein, shall be made in compliance with the terms of the Security Agreement or the Pledge Agreement, as applicable. 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 of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”iii)(A), (iii)(B), (iii)(C) and (iii)(D) of the Company shallpreceding paragraph (each, on the 366th day (the 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), (iii)(C) and (iii)(D) of the preceding paragraph (each, a “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (a “Net Proceeds Offer”), with ) on a copy to the Trustee, date (a “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders on a maximum principal pro rata basis, that amount (expressed as a multiple of $1,000) of Securities Notes equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; provided, however, that that, notwithstanding the foregoing, (i) in the case of an Asset Sale comprising assets of a Restricted Subsidiary of the Company, the Company shall not be required to make a Net Proceeds Offer to the extent such Restricted Subsidiary is not permitted pursuant to its outstanding Indebtedness to make a Restricted Payment to the Company, and (ii) 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 4.16. The Company may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 5,000,000 resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 million5,000,000, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, 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 4.16, 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 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 4.16. Notwithstanding the first two paragraphs of this Section 4.16(a), the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph to the extent that (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided that any cash or Cash Equivalents received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the second paragraph of this Section 4.16(a). (cb) In Subject to the event that any other Indebtedness deferral of the Net Proceeds Offer Trigger Date contained in subsection (a) above, each notice of a Net Proceeds Offer pursuant to this Section 4.16 shall be mailed, by first class mail, by the Company not more than 25 days after the Net Proceeds Offer Trigger Date to all Holders at their last registered addresses as of a date within 15 days of the mailing of such notice, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that ranks pari passu with the Securities Net Proceeds Offer is being made pursuant to this Section 4.16 and that all Notes tendered, in whole or any other Indebtedness in part, will be accepted for payment; provided, however, that if the aggregate principal amount of any Guarantor that ranks pari passu with Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon exceeds the consummation aggregate amount of an Asset Salethe Net Proceeds Offer, the Company may apply shall select the Unutilized Net Cash Proceeds otherwise required Notes to be applied purchased on a pro rata basis; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be 20 Business Days from the date of mailing of notice of such Net Proceeds Offer, or such longer period as required by law) (the “Proceeds Purchase Date”); (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 Net Proceeds Offer shall cease to accrue interest after the Proceeds Purchase Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to offer 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 third Business Day prior to the Proceeds Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five Business Days prior to the Proceeds Purchase Date, a telegram, 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 Other Debt and Holder is withdrawing its 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 Notes surrendered; (8) that Holders of IDSs electing to have a Note purchased pursuant to a Net Proceeds Offer so long as will be required to separate its IDSs into shares of the amount Company’s Class A Common Stock and Notes; and (9) the circumstances and relevant facts regarding such Change of such Unutilized Net Cash Control. On or before the Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsPurchase Date, the Company shall make the Net Proceeds Offer in respect (i) accept for payment Notes or portions thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related which are to such Unutilized Net Cash Proceeds be purchased in accordance with item (b)(1) above, (ii) deposit with the “Security Amount”) and Paying Agent U.S. Legal Tender sufficient to pay the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date price plus accrued interest, if any, of all Other Debt tendered Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any. For purposes of this Section 4.16, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a concurrent offer Net Proceeds Offer shall be returned by the Trustee to purchase the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such Other Debt made at laws and regulations are applicable in connection with the time repurchase of such Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.16 by virtue thereof.

Limitation on Asset Sales. (a) Parent IRSA will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale (including capital stock of its Restricted Subsidiaries) unless: (i) Parent : 11924629 IRSA or the applicable 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 assets or Capital Stock sold or otherwise disposed of;; and (iia) at least 75% of the consideration received for the assets or Capital Stock sold by Parent IRSA or the Restricted Subsidiary, as the case may be, from such in the Asset Sale shall be in the form of cash or Cash Equivalents and is and/or Property to be used in a Permitted Business (including Capital Stock of a Person engaged in a Permitted Business) received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, Parent shall apply, . IRSA or cause such Restricted Subsidiary to applySubsidiary, as the case may be, must apply 85% of the Net Cash Proceeds relating to of any such Asset Sale within 365 days twenty-four (24) months (or, if not so applied by such date, committed to be applied within fifteen (15) months of receipt the expiration of such preliminary twenty-four (24) month period) thereof eitherto: (1a) to prepay any repay Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject IRSA or Indebtedness of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”)Subsidiaries; and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2).or (b) invest in a Permitted Business (including expenditures for maintenance, repair or improvement of existing Properties and acquisitions of Capital Stock of Persons engaged in a Permitted Business); provided that IRSA or such Restricted Subsidiary, pending application of such Net Cash Proceeds in accordance with clause (a) or (b) above, may invest such Net Cash Proceeds in Temporary Cash Investments. To the extent that all or a part of the Net Cash Proceeds of any Asset Sale are not applied or committed to be applied within 365 days twenty-four (24) months of such the Asset Sale as set forth in Section 4.13(a) (such Net Cash Proceedsdescribed above, the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), IRSA will make an offer to purchase Securities (a the “Net Proceeds Asset Sale Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereofof the Securities to be purchased, plus accrued and unpaid interest thereon thereon, to the date of purchase; providedpurchase (the “Asset Sale Offer Amount”). IRSA will purchase pursuant to an Asset Sale Offer from all tendering Holders on a pro rata basis, and, at IRSA’s option, on a pro rata basis with the holders of any other Senior Indebtedness with similar provisions requiring IRSA to offer to purchase the other Senior Indebtedness with the proceeds of Asset Sales, that principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of Securities and the other Senior Indebtedness to be purchased equal to such unapplied Net Cash Proceeds. IRSA may satisfy its obligations under this covenant with respect to the Net Cash Proceeds of an Asset Sale by making an Asset Sale Offer prior to the expiration of such preliminary twenty-four (24) month period. The Asset Sale Offer will remain open for a period of not less than twenty (20) business days, or any longer period as may be required by law. IRSA may, however, that the Net Proceeds defer an Asset Sale Offer may be deferred until there are is an aggregate Unutilized amount of unapplied Net Cash Proceeds from one or more Asset Sales equal to or in excess of $US$20.0 million. At that time, at which time the entire amount of such Unutilized unapplied Net Cash Proceeds, and not just the amount in excess of $US$20.0 million, shall will be applied as required pursuant to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation covenant. 11924629 Each notice of an Asset SaleSale Offer will be mailed first class, postage prepaid, to the Company may apply record Holders as shown on the Unutilized Net Cash Proceeds otherwise required register of Holders within twenty (20) days following such preliminary twenty-four (24) month period, with a copy to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied Trustee offering to purchase the Securities as described above. Each notice of an Asset Sale Offer will state, among other things, the purchase date, which must be no earlier than thirty (30) days nor later than sixty (60) days from the date the notice is mailed, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving notice of an Asset Sale Offer, Holders may elect to tender their Securities in whole or in part in integral multiples of US$1,000 in exchange for cash. On the Asset Sale Offer Payment Date, IRSA will, to the extent lawful: (1) accept for payment all Securities or portions thereof properly tendered pursuant to the Asset Sale Offer; (2) deposit with the Paying Agent funds in an amount equal to the Asset Sale Offer Amount in respect of all Securities or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by IRSA. To the extent Holders of Securities and holders of other Senior Indebtedness, if any, which are the subject of an Asset Sale Offer properly tender and do not less than withdraw Securities or the Security Portion other Senior Indebtedness in an aggregate amount exceeding the amount of Unutilized Net Cash Proceeds. With respect to any Unutilized unapplied Net Cash Proceeds, IRSA will purchase the Company shall make Securities and the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase other Senior Indebtedness on a pro rata basis (based on amounts tendered). If only a portion of a note is made purchased pursuant to an Asset Sale Offer, a new Security in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original note (or appropriate adjustments to the amount and beneficial interests in a global note will be made, as appropriate). Securities (or portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled and cannot be reissued. IRSA will comply with the requirements of Rule 14e-l under the Exchange Act and any Other Debt and other applicable securities laws in connection with the purchase date in respect of Securities pursuant to an Asset Sale Offer. To the Securities shall extent that the provisions of any applicable securities laws or regulations conflict with the “Asset Sale” provisions set forth here, IRSA will comply with these laws and regulations and will not be the same as the purchase date in respect of such Other Debt. (d) For purposes deemed to have breached its obligations of this Section 4.13, “Security Portion Indenture by doing so. Upon completion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchasedan Asset Sale Offer, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered will be reset at zero. Accordingly, to be purchased, the extent that the aggregate amount of Securities and other Indebtedness tendered pursuant to an Asset Sale Offer is less than the Unutilized aggregate amount of unapplied Net Cash Proceeds, IRSA and its Restricted Subsidiaries may use any remaining Net Cash Proceeds equal for any purpose not otherwise prohibited by this Indenture. If at any time any consideration other than cash or Cash Equivalents received by IRSA 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 11924629 to any non-cash consideration), the product of (x) conversion or disposition will be deemed to constitute an Asset Sale hereunder and the Unutilized Net Cash Proceeds and thereof will be applied or committed to be applied as described above within twenty-four (y24) a fraction the numerator months of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount conversion or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offerdisposition.

Limitation on Asset Sales. (a) Parent will The Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless: unless (i) Parent the Company or the applicable such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors as evidenced by a resolution of the 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 75% of the consideration received by Parent or the Restricted Subsidiary, as the case may be, from for such Asset Sale shall be is in the form of cash or cash, Cash Equivalents and is received at or liabilities of the time Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee) that are assumed by the transferee of such disposition; and assets (iii) upon provided, that there is no further recourse to the consummation of an Asset Sale, Parent shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (1) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any with respect to such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectivelyliabilities), “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2). iii) within 12 months of such Asset Sale, the Net Proceeds thereof are (a) invested in assets related to the business of the Company or its Restricted Subsidiaries, (b) To to the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale used as set forth provided in Section 4.13(a) clause (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”a), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), applied to make an offer to purchase (a “Net Proceeds Offer”)the Original Notes, with a copy if any are then outstanding, pursuant to Section 4.10 of the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash ProceedsOriginal Indenture, at a purchase price in cash equal to 100% of the principal amount of the Original Notes, plus accrued and unpaid interest, if any, to the date of purchase or (c) to the extent not used as provided in clauses (a) or (b), applied to make an offer to purchase Notes as described below (an "Excess Proceeds Offer"); provided, that if the amount of Net Proceeds from any Asset Sale not used pursuant to clause (a) 47 49 and (b) above is less than $5.0 million, the Company shall not be required to make an offer pursuant to clause (c). Pending the final application of any such Net Proceeds, the Company or any Restricted Subsidiary may temporarily reduce Indebtedness under the Revolving Credit Facility or the German Subsidiary Facilities, or temporarily invest such Net Proceeds in Cash Equivalents. The amount of Net Proceeds not used as set forth in the preceding clause (a) and (b) constitutes "Excess Proceeds." If the Company elects, or becomes obligated to make an Excess Proceeds Offer, the Company shall offer to purchase Notes having an aggregate principal amount equal to the Excess Proceeds (the "Purchase Amount"), at a purchase price equal to 100% of the aggregate principal amount thereof, plus accrued interest thereon and unpaid interest, if any, to the 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 produced Excess Proceeds. If the aggregate purchase price for the Notes tendered pursuant to the Excess Proceeds Offer is less than the Excess Proceeds, the Company and its Restricted Subsidiaries may use the portion of the Excess Proceeds remaining after payment of such purchase price for general corporate purposes. Each Excess Proceeds Offer shall remain open for a period of 20 Business Days and no longer, unless a longer period is required by law (the "Excess Proceeds Offer Period"). Promptly after the termination of the Excess Proceeds Offer Period (the "Excess Proceeds Payment Date"), the Company shall purchase and mail or deliver payment for the Purchase Amount for the Notes or portions thereof tendered, pro rata or by such other method as may be required by law, or, if less than the Purchase Amount has been tendered, all Notes tendered pursuant to the Excess Proceeds Offer. The principal amount of Notes to be purchased pursuant to an Excess Proceeds Offer may be reduced by the principal amount of Notes acquired by the Company through purchase or redemption (other than pursuant to a Change of Control Offer) subsequent to the date of purchase; providedthe Asset Sale and surrendered to the Trustee for cancellation. Each Excess Proceeds Offer shall be conducted in compliance with all applicable laws, howeverincluding without limitation, Regulation 14E of the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the Net Proceeds Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to provisions of any securities laws or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu regulations conflict with the Securities or any other Indebtedness provisions of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceedsthis Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have 48 50 breached its obligations under this Section 4.10 by virtue thereof. The Company shall not, and shall not permit any of its Subsidiaries to, create or suffer to exist or become effective any restriction that would impair the ability of the Company to make the Net an Excess Proceeds Offer in respect thereof upon an Asset Sale or, if such Excess Proceeds Offer is made, to pay for the Notes tendered for purchase. The Company shall, no later than 30 days following the expiration of the 12-month period following the Asset Sale that produced Excess Proceeds, commence the Excess Proceeds Offer by mailing to the Trustee and each Holder, at such Holder's last registered address, a notice, which shall govern the same time as terms of the analogous offer to purchase Excess Proceeds Offer, and shall state: (1) that the Excess Proceeds Offer is being made pursuant to any Other Debt 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 purchase 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 respect the payment of the Securities 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 same as 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 49 51 and a statement that such Holdxx xx 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 tendered pursuant to the Excess Proceeds Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase date price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee the Notes so accepted, together with an Officers' Certificate stating that the Notes or portions thereof tendered to the Company are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in respect an amount equal to the purchase price of such Other Debt. (d) Notes, and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the 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 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased4.10, the amount of Trustee shall act as the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds OfferPaying Agent.

Limitation on Asset Sales. (a) Parent will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors); (ii) at least 75% 7S% of the consideration received by Parent the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents (provided that the amount of 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 liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets shall be deemed to be cash for the purposes of this provision) and is received at the time of such dispositiondisposition or within 180 days thereafter; and and (iii) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: either (1A) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the a Wholly Owned Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; , (2B) to make an investment in (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of Parent the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses the same, similar or reasonably related thereto ("Replacement Assets"), or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1iii) (A) and (iii)(2iii) (B). (b) To . Subject to the extent that all last sentence of this paragraph, on the 366th day after an Asset Sale or part 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 of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(aclause (iii) (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”A), (iii) (B) or (iii) (C) of the Company shallnext preceding sentence (each, on the 366th day (the “a "Net Proceeds Offer Trigger Date”"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii) (A), (iii) (B) and (iii) (C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (a “the "Net Proceeds Offer”), with ") on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders on a maximum principal pro rata basis, that amount (expressed as a multiple of $1,000) of Securities Notes equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase, but installments of interest, the maturity of which is on or prior to the Proceeds Purchase Date, shall be payable to Holders of record at the close of business on the relevant record dates referred to in Section 2.12; 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 covenant. The Company may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 2,000,000 resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 million2,000,000, shall be applied as required pursuant to this the preceding paragraph. (c) ). In the event that any other Indebtedness of the transfer of substantially all (but not all) of the property and assets of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires and its Restricted Subsidiaries as an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied entirety to a Net Proceeds Offer to offer to purchase such Other Debt and to Person in a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer.trans-

Limitation on Asset Sales. (a) Parent will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an Asset Sale unless: unless (i) Parent Issuer or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; ; (ii) at least 7580% of the consideration received by Parent Issuer or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents Equivalents; and is received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, Parent Issuer shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 180 days of receipt thereof either: either (1A) to permanently prepay any Senior Debt or Guarantor Senior Debt term loans of Issuer or any Indebtedness of the Restricted Subsidiary whose assets were under the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor andU.S. Credit Fa- 61 -54- cility and/or Foreign Credit Facility, in the case of any such Indebtedness under any revolving credit facilityas applicable, effect a permanent reduction in the availability under such revolving credit facility; (2B) to make an investment in Replacement Assets or (xC) assets any combination of the foregoing clauses (A) and (B); provided, however, that replace if the assets that which were the subject of such Asset Sale constitute Collateral, Issuer or the applicable Restricted Subsidiary shall have entered into appropriate security documents pursuant to Article 12, and such Replacement Assets shall be subject to a perfected first priority Lien in assets that will be used in favor of the business of Parent Trustee and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any shall constitute Collateral. Pending such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectivelyapplication, “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2). (b) To to the extent that all the assets which are the subject of any Asset Sale constitute Collateral, such Net Cash Proceeds shall be deposited in the Collateral Account in accordance with this Indenture, and Issuer or part of the applicable Restricted Subsidiary shall enter into appropriate security documents pursuant to Article 12 and the Net Cash Proceeds of any such Asset Sale are shall be subject to a perfected first priority Lien in favor of the Trustee. On the 181st day after an Asset Sale or such earlier date, if any, as the Board of Directors of Issuer or of such Restricted Subsidiary determines not applied within 365 days of to apply the Net Cash Proceeds relating to such Asset Sale as set forth in Section 4.13(aclause (iii) of the next preceding sentence (such Net Cash Proceedseach, the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the “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 clause (iii) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by Issuer or such Restricted Subsidiary to make an offer to purchase (a “the "Net Proceeds Offer”), with ") on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders on a maximum principal pro rata basis, that amount (expressed as a multiple of $1,000) of Securities Notes equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofat maturity of the Notes to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by Issuer 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 such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Issuer may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 5.0 million resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 5.0 million, shall be applied as required pursuant to this paragraph. (c) In ). To the event extent that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise of any Asset Sale of assets constituting Collateral are not required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt the Notes and to a Net Proceeds Offer so long as the amount of such Unutilized if there are Net Cash Proceeds applied remaining in the Collateral Account after all such offers or redemp- 62 -55- tions required or permitted by this Indenture, then such remaining Net Cash Proceeds shall be held in the Collateral Account as Collateral and shall be permitted to purchase be reinvested by Issuer at any time as provided above. Pending the Securities final application of the Net Cash Proceeds of a sale of assets not constituting Collateral, Issuer may temporarily reduce revolving credit indebtedness or otherwise invest such Net Cash Proceeds in any manner that is not less than prohibited by this Indenture. In the Security Portion event of Unutilized Net Cash Proceeds. With respect the transfer of substantially all (but not all) of the property and assets of Issuer and the Restricted Subsidiaries as an entirety to any Unutilized Net Cash Proceedsa Person in a transaction permitted under Article 5, the Company Surviving Entity shall make be deemed to have sold the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt properties and assets of Issuer and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For Restricted Subsidiaries not so transferred for purposes of this Section 4.13, “Security Portion and shall comply with the provisions of Unutilized this Section 4.13 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 Issuer and the Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds” means Proceeds for purposes of this Section 4.13. Promptly, and in any event within 25 days after Issuer becomes obligated to make a Net Proceeds Offer, Issuer shall be obligated to deliver to the Trustee and send, to each Holder, at the address appearing in the Notes Register, a written notice stating that the Holder may elect to have his Notes purchased by Issuer either in whole or in part (1subject to prorationing as hereinafter described in the event the Net Proceeds Offer is oversubscribed) if no Other Debt in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice, which shall govern the terms of the Net Proceeds Offer, shall include such disclosures as are required by law and shall specify (i) that the Net Proceeds Offer is being offered made pursuant to be purchased, this Section 4.13; (ii) the purchase price (including the amount of accrued interest, if any) for each Note and the Unutilized Net Cash Proceeds Offer Payment Date; (iii) that any Note not tendered or accepted for payment will continue to accrue interest in accordance with the terms thereof; (iv) that, unless Issuer defaults on making the payment, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (2v) that Holders electing to have Notes purchased pursuant to the Net Proceeds Offer will be required to surrender their Notes to the Paying Agent at the address specified in the notice at least three Business Days prior to the Net Proceeds Offer Payment Date and must complete any form letter of transmittal proposed by Issuer and acceptable to the Trustee and the Paying Agent; (vi) that Holders will be entitled to withdraw their election if Other Debt is being offered the Paying Agent receives, not later than one Business Day prior to be purchasedthe Net Proceeds Offer Payment Date, a telex, facsimile transmission or 63 -56- letter setting forth the amount name of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is Holder, the principal amount of all Securities Notes the Holder delivered for purchase, the Note certificate number (if any) and a statement that such Holder is withdrawing its election to have such Notes purchased; (vii) that if Notes in a principal amount in excess of the aggregate principal amount which Issuer has offered to purchase are tendered pursuant to the Net Proceeds Offer, Issuer shall purchase Notes on a pro rata basis among the Notes tendered (with such adjustments as may be deemed appropriate by Issuer so that only Notes in denominations of $1,000 or integral multiples of $1,000 shall be acquired); (viii) that Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; and (ix) the instructions that Holders must follow in order to tender their Notes. Not later than the date upon which written notice of a Net Proceeds Offer related is delivered to such Unutilized the Trustee as provided below, Issuer shall deliver to the Trustee an Officers' Certificate as to (i) the Net Proceeds Offer Amount, (ii) the allocation of the Net Cash Proceeds from the Asset Sale pursuant to which such Net Proceeds Offer is being made, and (iii) the compliance of such allocation with the provisions of this Section 4.13. Upon the expiration of the period for which the Net Proceeds Offer remains open (the “Security Amount”"Net Proceeds Offer Period"), Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by Issuer. Not later than 10:00 a.m. (New York City time) on the Net Proceeds Offer Payment Date, Issuer shall irrevocably deposit with the Trustee or with a paying agent (or, if Issuer is acting as Paying Agent, segregate and hold in trust) an amount in cash sufficient to pay the denominator of which is Net Proceeds Offer Amount for all Notes properly tendered to and accepted by Issuer. The Trustee shall, on the sum Net Proceeds Offer Payment Date, mail or deliver payment to each tendering Holder in the amount of the Security Amount purchase price. Holders electing to have a Note purchased will be required to surrender the Note, together with all necessary endorsements and other appropriate materials duly completed, to Issuer at the lesser address specified in the notice at least three Business Days prior to the Net Proceeds Offer Payment Date. Holders will be entitled to withdraw their election in whole or in part if the Trustee or Issuer receives not later than one Business Day prior to the Net Proceeds Offer Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (which shall be $1,000 or an integral multiple thereof) which was delivered for purchase by the Holder, the aggregate principal face amount or accreted value as of such Note (if any) that remains subject to the original notice of the relevant Net Proceeds Offer and that has been or will be delivered for purchase date by Issuer and a statement that such Holder is withdrawing his election to have such Note purchased. If at the expiration of all Other Debt the Net Proceeds Offer Period the aggregate principal amount of Notes surrendered by Holders exceeds the Net Proceeds Offer Amount, Issuer shall select the Notes to be purchased on a pro rata basis (to the extent practicable) based on the aggregate principal amount of Notes tendered by each Holder (with such adjustments as may be deemed appropriate by Issuer so that only securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. To the extent that the aggregate amount of principal and accrued interest of Notes validly tendered and not withdrawn pursuant to a concurrent offer Net Proceeds Offer is less than the Net Proceeds Offer Amount, Issuer may use such surplus for general corporate purposes. Upon completion of a Net Proceeds Offer, the aggregate unutilized Net Proceeds Offer Amount with respect to the applicable Asset Sale or Asset Sales shall be reset to zero. A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. A Note shall be deemed to have been accepted for purchase such Other Debt made at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. Issuer shall comply with the requirements of Section 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.

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its the Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) at least 7580% of the consideration received by Parent the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and and (iii) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: either (1A) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of ranking at least pari passu with the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor Securities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; , (2B) to make an investment in (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of Parent the Company and its the Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1iii)(A) and (iii)(2iii)(B). (b) To . On the extent that all 366th day after an Asset Sale or part 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 of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”iii)(A), (iii)(B) and (iii)(C) of the Company shallnext preceding sentence (each, on the 366th day (the “a "Net Proceeds Offer Trigger Date”"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (a “the "Net Proceeds Offer”), with ") on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders on a maximum principal pro rata basis, that amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Securities to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. The Company may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 5,000,000 resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 million5,000,000, shall be applied as required pursuant to this paragraph. (c) ). In the event that any other Indebtedness of the transfer of substantially all (but not all) of the property and assets of the Company that ranks pari passu with and the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires Restricted Subsidiaries as an offer entirety to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Salea Person in a transaction permitted under Section 5.01, the Company may apply successor corporation shall be deemed to have sold the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt properties and to a Net Proceeds Offer so long as the amount assets of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For Restricted Subsidiaries not so transferred for purposes of this Section 4.134.17, “Security Portion and shall comply with the provisions of Unutilized Net Cash Proceeds” means (1) this Section 4.17 with respect to such deemed sale as if no Other Debt is being offered it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or the Restricted Subsidiaries deemed to be purchased, the amount of the Unutilized sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.17. Notwithstanding the two immediately preceding paragraphs, the Company and the Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (a) at least 80% of the consideration for such Asset Sale constitutes Replacement Assets and (2b) if Other Debt such Asset Sale is being offered for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of the Restricted Subsidiaries in connection with any Asset Sale permitted to be purchased, the amount of the Unutilized consummated under this paragraph shall constitute Net Cash Proceeds equal subject to the product provisions of (x) the Unutilized two immediately preceding paragraphs. Notice of each Net Cash Proceeds Offer pursuant to this Section 4.17 shall be mailed or caused to be mailed, by first class mail, by the Company within 15 days following the applicable Net Proceeds Offer Trigger Date to all Holders at their last registered addresses, with a copy to the Trustee. The notice shall contain all instructions and (y) a fraction the numerator of which is the principal amount of all materials necessary to enable such Holders to tender Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (and shall state the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer.following terms:

Limitation on Asset Sales. (a) Parent will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed ofof (as determined in good faith by the Company's Board of Directors); (ii) at least 75% of the consideration received by Parent the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 360 days of receipt thereof either: (1) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2A) to make an investment in (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of Parent the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “"Replacement Assets”"); and/or, (3B) to permanently reduce Indebtedness under the Credit Agreement; provided that, to the extent the Asset Sale comprised assets of the Company, the transfer of any Net Cash Proceeds from the Company to Coinmach Corp. in order to reduce such Indebtedness is made in compliance with Section 4.20, (C) to the extent the Asset Sale comprised assets of a Restricted Subsidiary that is not a Subsidiary Guarantor or an Intercompany Note Obligor, to permanently reduce Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor or an Intercompany Note Obligor, or (D) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1iii)(A), (iii)(B) and (iii)(2iii)(C). ; provided, however, that (b1) To the extent 75% limitation set forth in clause (ii) of this paragraph shall not apply to any proposed Asset Sale for which an independent certified accounting firm shall certify to the Board of Directors of the Company and the Trustee that all the after-tax cash portion of the consideration to be received by the company or part such Restricted Subsidiary in such proposed Asset Sale is equal to or greater than what the net after-tax cash proceeds would have been had such proposed Asset Sale Complied with the 75% limitation set forth in clause (ii) of this paragraph; (2) for purposes of this Section 4.16, Cash Equivalents shall include any Indebtedness under the Credit Agreement of the Company or any Restricted Subsidiary (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that is assumed by the transferee and for which the Company or such Restricted Subsidiary is reasonably indemnified in connection with the relevant Asset Sale; and (3) any Asset Sale of the Intercompany Note or any Intercompany Note Guarantee, or any interest therein, shall be made in compliance with the terms of the Security Agreement. 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 of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”iii)(A), (iii)(B), (iii)(C) and (iii)(D) of the Company shallpreceding paragraph (each, on the 366th day (the “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), (iii)(C) and (iii)(D) of the preceding paragraph (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (a “"Net Proceeds Offer”), with ") on a copy to the Trustee, date (a "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders on a maximum principal pro rata basis, that amount (expressed as a multiple of $1,000) of Securities Notes equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; provided, however, that that, notwithstanding the foregoing, (i) in the case of an Asset Sale comprising assets of a Restricted Subsidiary of the Company, the Company shall not be required to make a Net Proceeds Offer to the extent such Restricted Subsidiary is not permitted pursuant to its outstanding Indebtedness to make a Restricted Payment to the Company, and (ii) 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 4.16. The Company may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 5,000,000 resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 million5,000,000, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, 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 4.16, 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 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 4.16. Notwithstanding the first paragraph of this Section 4.16(a), the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph to the extent that (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided that any cash or Cash Equivalents received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the second paragraph of this Section 4.16(a). (cb) In Subject to the event that any other Indebtedness deferral of the Net Proceeds Offer Trigger Date contained in subsection (a) above, each notice of a Net Proceeds Offer pursuant to this Section 4.16 shall be mailed, by first class mail, by the Company not more than 25 days after the Net Proceeds Offer Trigger Date to all Holders at their last registered addresses as of a date within 15 days of the mailing of such notice, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that ranks pari passu with the Securities Net Proceeds Offer is being made pursuant to this Section 4.16 and that all Notes tendered, in whole or any other Indebtedness in part, will be accepted for payment; provided, however, that if the aggregate principal amount of any Guarantor that ranks pari passu with Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon exceeds the consummation aggregate amount of an Asset Salethe Net Proceeds Offer, the Company may apply shall select the Unutilized Net Cash Proceeds otherwise required Notes to be applied purchased on a pro rata basis; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be 20 Business Days from the date of mailing of notice of such Net Proceeds Offer, or such longer period as required by law) (the "Proceeds Purchase Date"); (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 Net Proceeds Offer shall cease to accrue interest after the Proceeds Purchase Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to offer 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 third Business Day prior to the Proceeds Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five Business Days prior to the Proceeds Purchase Date, a telegram, 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 Other Debt and Holder is withdrawing its 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 Notes surrendered; (8) that Holders of IDSs electing to have a Note purchased pursuant to a Net Proceeds Offer so long as will be required to separate its IDSs into shares of the amount Company's Class A Common Stock and Notes; and (9) the circumstances and relevant facts regarding such Change of such Unutilized Net Cash Control. On or before the Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsPurchase Date, the Company shall make the Net Proceeds Offer in respect (i) accept for payment Notes or portions thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related which are to such Unutilized Net Cash Proceeds be purchased in accordance with item (b)(1) above, (ii) deposit with the “Security Amount”) and Paying Agent U.S. Legal Tender sufficient to pay the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date price plus accrued interest, if any, of all Other Debt tendered Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any. For purposes of this Section 4.16, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a concurrent offer Net Proceeds Offer shall be returned by the Trustee to purchase the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such Other Debt made at laws and regulations are applicable in connection with the time repurchase of such Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.16 by virtue thereof.

Limitation on Asset Sales. (a) Parent will Holdings shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) Parent Holdings or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Board of Directors of Holdings or such Restricted Subsidiary), (ii) at least 7580% of the consideration received by Parent Holdings or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of (x) cash or Cash Equivalents Equivalents, (y) Replacement Assets or (z) any combination of the foregoing and is received at the time of such disposition; and and (iii) upon the consummation of an Asset Sale, Parent Holdings shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 270 days of receipt thereof either: either (1A) to prepay any Senior Debt Indebtedness incurred pursuant to clause (ii) or Guarantor Senior Debt clause (xii) of the definition of "Permitted Indebtedness" (other than subordinated Indebtedness) or any Indebtedness for borrowed money of the any Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, and effect a permanent reduction in the availability under such revolving credit facility; thereunder, (2B) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto Replacement Assets or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1iii) (A) and (iii)(2iii) (B). (b) To . On the extent that all 271st day after an Asset Sale or part such earlier date, if any, as the Board of Directors of Holdings or of such Restricted Subsidiary determines, as the case may be, not to apply the Net Cash Proceeds of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(aclauses (iii) (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”A), (iii) (B) and (iii) (C) of the Company shallnext preceding sentence (each, on the 366th day (the “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 Holdings or such Restricted Subsidiary to make an offer to purchase (a “the "Net Proceeds Offer”), with ") on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) holders of Securities and Pari Passu Indebtedness (to the extent required by the terms of such Pari Passu Indebtedness) on a pro rata basis based on the aggregate outstanding amount of Securities and Pari Passu Indebtedness, that amount of Securities and Pari Passu Indebtedness in the aggregate equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to, with respect to the Securities, 100% of the principal amount thereofthereof (including the accreted amount, in the case of the Amended Securities), plus accrued and unpaid interest thereon thereon, if any, to the date of purchase, and with respect to any Pari Passu Indebtedness, an amount not greater than 100% of the principal amount of such Pari Passu Indebtedness (which includes any accreted amount, thereof); provided, however, that if at any time any non-cash consideration received by Holdings 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 such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Holdings may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 5,000,000 resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 million5,000.000, shall be applied as required pursuant to this paragraph. ). Pending the final application of such Net Cash Proceeds, Holdings may temporarily cause the Company to cause the Guarantors to reduce Indebtedness under the Revolving Credit Facility or invest such Net Cash Proceeds in Cash Equivalents. For purposes of clause (cii) (x) of the immediately preceding paragraph, the term "cash" shall include the amount of any Indebtedness for borrowed money or any Capitalized Lease Obligations (A) that is assumed by the transferee of any assets or property which constitutes the Asset Sale or (B) with respect to the sale or disposition of all of the Capital Stock of a Restricted Subsidiary, that remains the liability of such Restricted Subsidiary subsequent to such sale or other disposition, in each case, provided that there is no further recourse to Holdings or any of its Restricted Subsidiaries with respect to such Indebtedness. In the event that any other Indebtedness of the Company that ranks pari passu transfer of substantially all (but not all) of the property and assets of Holdings and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article Five, the successor corporation shall be deemed to have sold the properties and assets of Holdings and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the Securities or any other Indebtedness provisions of any Guarantor that ranks pari passu this covenant with respect to such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of deemed sale as if it were an Asset Sale. In addition, the Company may apply the Unutilized fair market value of such properties and assets of Holdings or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds otherwise for purposes of this Section 4.05. Each Net Proceeds Offer shall be mailed to the record Holders of Securities as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders of Securities may elect to tender their Securities in whole or in part in integral multiples of $0.01 in exchange for cash. To the extent Holders properly tender Securities in an amount exceeding the Net Proceeds Offer Amount, Securities 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 applicable law. Holdings shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to be applied the extent such laws and regulations are applicable in connection with the repurchase of Securities pursuant to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as Offer. To the amount extent that the provisions of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of securities laws or regulations conflict with this Section 4.134.05, “Security Portion Holdings shall comply with the applicable securities laws and regulations and shall not be deemed to have breached or violated any of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offerits obligations under this Section 4.05 by virtue thereof.

Limitation on Asset Sales. (a) Parent The Guarantor will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unlessunless the following conditions are met: (i) Parent The Asset Sale is for fair market value, as determined in good faith by the Board of Directors. (ii) At least 75% of the consideration consists of cash or Cash Equivalents. (For purposes of this clause (ii), the applicable assumption by the purchasers of Debt or other obligations (other than Subordinated Debt) of the Guarantor or a Restricted Subsidiary pursuant to a customary novation agreement, and instruments or securities received from the purchasers that are promptly, but in any event within 90 days of the closing, converted by the Guarantor to cash, to the extent of the cash actually so received, shall be considered cash received at closing.) (iii) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Net Cash Proceeds may be used (each, a “Permitted Reinvestment”): (A) to permanently repay Debt other than Subordinated Debt of the Guarantor or any Restricted Subsidiary (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 Guarantor or any Restricted Subsidiary, (B) to acquire or invest in (or within such 360-day period in this clause (B) the Guarantor’s Board of Directors shall have made a good faith determination to acquire or invest, as which acquisition or investment shall be consummated prior to the case may be, receives consideration at the time second anniversary of such Asset Sale at least equal to the fair market value Sale) (i) all or substantially all of the assets sold of a Permitted Business, (ii) 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 disposed of;acquire long-term assets that are to be used in a Permitted Business or (iii) a Permitted Business Investment; or (iiC) to acquire Productive Assets for the Guarantor or any of its Restricted Subsidiaries; provided that pending the final application of any such Net Cash Proceeds in accordance with this clause (iii), the Guarantor or such Restricted Subsidiary may temporarily reduce Debt or otherwise invest such Net Cash Proceeds in any manner not prohibited by the indenture. (iv) Notwithstanding clauses (i)-(iii) above, the Guarantor and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such clauses to the extent: (A) at least 75% of the consideration received by Parent or the Restricted Subsidiary, as the case may be, from for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities; and (B) the Asset Sale is for fair market value, as determined in good faith by the Board of Directors; provided that any consideration not constituting Productive Assets received by the Guarantor or any Restricted Subsidiary in connection with any Asset Sale permitted to be consummated under this clause shall be applied (in the form case of cash or cash, Cash Equivalents and is received Marketable Securities within 360 days after the receipt thereof) in accordance with Section 4.14(a)(iii) above. (v) The Net Cash Proceeds of an Asset Sale not applied pursuant to Section 4.14(a)(iii) within 360 days of the Asset Sale constitute “Excess Proceeds.” Excess Proceeds of less than U.S.$50.0 million (or the equivalent thereof at the time of determination) will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds such disposition; andamount, the Guarantor must, within 30 days, make an Offer to Purchase Notes having a principal amount equal to: (iiiA) upon accumulated Excess Proceeds, multiplied by (B) a fraction (x) the consummation numerator of an 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, Parent shall apply, or cause such Restricted Subsidiary rounded down to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (1) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of nearest U.S.$1,000. The purchase price for the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that Notes will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2). (b) To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as set forth in Section 4.13(a) (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), make an offer to purchase (a “Net Proceeds Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest thereon to the date of purchase; provided, however, that . If the Net Proceeds Offer may be deferred until there are to Purchase is for less than all of the outstanding Notes and Notes in an aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the principal amount in excess of $20.0 million, shall be applied as required the purchase amount are tendered and not withdrawn pursuant to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Saleoffer, the Company may apply the Unutilized Net Cash Proceeds otherwise required Guarantor will purchase Notes having an aggregate principal amount equal to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date amount on a pro rata basis, with adjustments so that only Notes in respect multiples of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to U.S.$1,000 principal amount will be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchasedprovided that after a purchase from a Holder in part, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the such Holder shall hold U.S.$200,000 in principal amount of Notes or a multiple of U.S.$1,000 in excess thereof. The Guarantor shall obtain all Securities tendered pursuant necessary consents and approvals from the Central Bank of Brazil for the remittance of funds outside Brazil prior to the Net Proceeds making any Offer related to Purchase. Any failure to obtain such Unutilized Net Cash Proceeds (the “Security Amount”) consents and the denominator approvals will constitute an Event of which is the sum Default. Upon completion of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant Offer to a concurrent offer to purchase such Other Debt made Purchase, Excess Proceeds will be reset at the time of such Net Proceeds Offerzero.

Limitation on Asset Sales. (a) Parent will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) Parent or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed ofdisposed; (ii2) at least 75% of the consideration received by Parent or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents and is received at the time of such disposition; provided that the amount of any liabilities (as shown on the most recent applicable balance sheet) of Parent or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets shall be deemed to be cash for purposes of this provision so long as the documents governing such liabilities provide that there is no further recourse to Parent or any of its Subsidiaries with respect to such liabilities; and (iii3) upon the consummation of an Asset Sale, Parent shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 360 days of receipt thereof either: (1a) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facilityrepay First Priority Claims; (2b) to make an investment in (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in long-term properties and assets that will be used in the business (including expenditures for maintenance, repair or improvement of existing properties and assets) of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “"Replacement Assets”"); and/oror (3c) a combination of prepayment repayment and investment permitted by the foregoing clauses (iii)(13)(a) and (iii)(23)(b). (b) To . Pending the extent that all final application of Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or part 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 Parent or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”3)(a), 3(b) or 3(c) of the Company shallpreceding paragraph (each, on the 366th day (the “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 to make an offer to purchase (a “the "Net Proceeds Offer”), with ") on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up Holders and all holders of other Applicable Indebtedness containing provisions similar to those set forth in this Section 4.16 on a pro rata basis, the maximum principal amount (expressed as a multiple at maturity of $1,000) of Securities equal to Notes and such other Applicable Indebtedness that may be purchased with the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofthereof (or if such Indebtedness was issued with original issue discount, 100% of the accreted value), plus accrued and unpaid interest thereon and Additional Interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by Parent or any Restricted Subsidiary of Parent, 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 covenant. The Company may defer any Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 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 time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 5.0 million, shall be applied as required pursuant to this the immediately preceding paragraph. (c) In ). Upon the event that any other Indebtedness completion of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a each Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsOffer, the Company shall make the Net Proceeds Offer in respect thereof Amount will be reset at zero. In the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect event of the Securities transfer of substantially all (but not all) of the property and assets of Parent 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 same as the purchase date in respect properties and assets of such Other Debt. (d) For Parent and its Restricted Subsidiaries not so transferred for purposes of this Section 4.13covenant, “Security Portion and shall comply with the provisions of Unutilized Net Cash Proceeds” means this covenant (1other than clause (2) of the first paragraph of this covenant) with respect to such deemed sale as if no Other Debt is being offered it constituted an Asset Sale. In addition, the Fair Market Value of such properties and assets of Parent or its Restricted Subsidiaries deemed to be purchased, the amount of the Unutilized sold shall be deemed to be Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, for purposes of this covenant. To the amount of extent that the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the aggregate principal amount of all Securities Notes tendered pursuant to such Net Proceeds Offer is less than the Net Proceeds Offer related to Amount, the Company and its Restricted Subsidiaries may use such Unutilized Net Cash Proceeds deficiency for any purposes not prohibited by this Indenture (the “Security Amount”) and the denominator including repayment of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time Indebtedness). Upon completion of such Net Proceeds Offer, the amount of Net Proceeds Offer Amount will be reset to zero. 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 the "Asset Sale" provisions of this Indenture, 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 Indenture by virtue of such compliance.

Limitation on Asset Sales. (a) Parent will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed ofof (as determined in good faith by the Company's Board of Directors); (ii) at least 7585% of the consideration received by Parent the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 180 days of receipt thereof either: (1A) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2B) to make an investment in (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of Parent the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”"REPLACEMENT ASSETS"); and/oror (3C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1iii)(A) and (iii)(2iii)(B). (b) To On the extent that all 181st day after an Asset Sale or part 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 of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(aclause (iii) of paragraph (a) (each, an "OFFER TRIGGER DATE"), such aggregate amount of Net Cash Proceeds, the “Unutilized Net Cash Proceeds”), Proceeds which have not been applied on or before such Offer Trigger Date as permitted in clause (iii) of paragraph (a) (each an "OFFER AMOUNT") shall be applied by the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), or such Restricted Subsidiary to make an offer to purchase (the "NET PROCEEDS OFFER") on a “Net Proceeds Offer”), with a copy to date (the Trustee, "NET PROCEEDS OFFER PAYMENT DATE") not less than 30 nor more than 60 45 days following such 366th day (the “Net Proceeds applicable Offer Payment Trigger Date”), from all outstanding Securities up to Holders on a maximum principal PRO RATA basis, that amount (expressed as a multiple of $1,000) of Securities Notes equal to the Security Portion of Unutilized Net Cash Proceeds, Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; providedPROVIDED, howeverHOWEVER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.16. The Company may defer making the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 5.0 million resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized Net Cash ProceedsOffer Amount, and not just the amount in excess of $20.0 5.0 million, shall be applied as required pursuant to this paragraph). (c) In the event that any other Indebtedness of the transfer of substantially all (but not all) of the property and assets of the Company that ranks pari passu 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 4.16, and shall comply with the Securities or any other Indebtedness provisions of any Guarantor that ranks pari passu this Section 4.16 with respect to such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of 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 4.16. (d) Each Net Proceeds Offer shall be mailed to the record Holders as shown on the register of Holders within 25 days following the Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.16 and that all Notes tendered will be accepted for payment; PROVIDED, HOWEVER, that if the aggregate principal amount of Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds Offer Amount, the Company may apply shall select the Unutilized Net Cash Proceeds otherwise required Notes to be applied purchased on a pro rata basis (based on amounts tendered) (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 or integral multiples thereof shall be purchased); (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be 20 Business Days from the date such notice is mailed, or such longer period as may be required by law) (the "PROCEEDS PURCHASE DATE"); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Proceeds Purchase Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to offer 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 5:00 p.m., New York City time, on the Business Day immediately preceeding the Proceeds Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the Business Day immediately preceeding the Proceeds Purchase 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 Other Debt and Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes were purchased only in part will be issued new Notes equal to principal amount to the unpurchased portion of the Notes surrendered. (e) 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 Offer Amount, Notes of tendering Holders shall be purchased on a PRO RATA basis (based on amounts tendered). A Net Proceeds Offer so long shall remain open for a period of 20 business days or such longer period as may be required by law. (f) On or before the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsPurchase Date, the Company shall make the Net Proceeds Offer in respect (i) accept for payment Notes or portions thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related which are to be purchased in accordance with item (b) above, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted for cancellation pursuant to Section 2.11, together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail or deliver to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum Holders new Notes equal in principal amount to any unpurchased portion of the Security Amount and Notes surrendered. The Company shall publicly announce the lesser results of the Net Proceeds Offer on or as soon as practicable after the Proceeds Purchase Date. For purposes of this Section 4.16, the Trustee shall act as the Paying Agent. (g) To the extent that the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt Notes tendered pursuant to a concurrent offer Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any remaining Net Proceeds Offer Amount for general corporate purposes, and the Net Proceeds Offer Amount shall return to purchase zero. (h) 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 Other Debt made at laws and regulations are applicable in connection with the time repurchase of such Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 4.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.16 by virtue thereof.

Limitation on Asset Sales. (a) Parent Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) Parent Xxxxxx Publishing or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed ofof (as determined in good faith by Xxxxxx Publishing’s Board of Directors); (ii2) at least 75% of the consideration received by Parent Xxxxxx Publishing or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or cash, Cash Equivalents and/or Replacement Assets (as defined below) and is received at the time of such disposition; provided, however, that the amount of (i) any liabilities (as shown on Xxxxxx Publishing’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of Xxxxxx Publishing or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee of a Guarantor) that are assumed by the transferee of any such assets shall be deemed to be cash for purposes of this provision and (ii) any notes or other obligations received by Xxxxxx Publishing or such Restricted Subsidiary from such transferee that are immediately converted by Xxxxxx Publishing 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; and (iii3) upon the consummation of an Asset Sale, Parent Xxxxxx Publishing shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 360 days of receipt thereof eitherthereof: (1a) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness Senior Debt or Guarantor Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2b) to make an investment in (x) 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) that will be used in the business of Parent Xxxxxx Publishing and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3c) a combination of prepayment and investment permitted by the foregoing clauses (iii)(13)(a) and (iii)(23)(b). (b) To . Pending the extent that all final application of such Net Cash Proceeds, Xxxxxx Publishing may temporarily reduce borrowings under the Credit Agreement or part any other revolving credit facility. On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of Xxxxxx Publishing or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”3)(a), (3)(b) and (3)(c) of the Company shallpreceding paragraph (each, on the 366th day (the 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 Xxxxxx Publishing or such Restricted Subsidiary to make an offer to purchase (a the “Net Proceeds Offer”)) to all Holders and, with a copy to the Trusteeextent required by the terms of any Pari Passu Indebtedness, not less than 30 nor more than 60 days following an offer to purchase to all holders of such 366th day Pari Passu Indebtedness on a date (the “Net Proceeds Offer Payment Date”)) not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all outstanding Securities up to Holders (and holders of such Pari Passu Indebtedness) on a maximum principal pro rata basis, that amount of Notes (expressed as a multiple of $1,000and Pari Passu Indebtedness) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Xxxxxx Publishing may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 10.0 million resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 10.0 million, shall be applied as required pursuant to this paragraph. (c) ). In the event that any other Indebtedness of the Company that ranks pari passu transfer of substantially all (but not all) of the property and assets of Xxxxxx Publishing and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.1 hereof, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of Xxxxxx Publishing and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the Securities or any other Indebtedness provisions of any Guarantor that ranks pari passu this covenant with respect to such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of deemed sale as if it were an Asset Sale. In addition, the Company may apply the Unutilized fair market value of such properties and assets of Xxxxxx Publishing or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds otherwise required for purposes of this covenant. Xxxxxx Publishing will not, and will not cause or permit any of its Restricted Subsidiaries to, engage in any Asset Swaps, unless: (1) at the time of entering into such Asset Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; (2) in the event such Asset Swap involves the transfer by Xxxxxx Publishing or any Restricted Subsidiary of assets having an aggregate fair market value in excess of $25.0 million, either (i) the terms of such Asset Swap shall be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be applied evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Asset Swap to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee; and (3) in the event such Asset Swap involves the transfer by Xxxxxx Publishing or any Restricted Subsidiary of assets having an aggregate fair market value in excess of $50.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Asset Swap to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. Xxxxxx Publishing 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 offer to purchase such Other Debt and to a Net Proceeds Offer so long as Offer. To the amount extent that the provisions of such Unutilized Net Cash Proceeds applied to purchase any securities laws or regulations conflict with the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes “Asset Sale” provisions of this Section 4.13Indenture, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered Xxxxxx Publishing shall comply with the applicable securities laws and regulations and shall not be deemed to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (have breached its obligations under the “Security Amount”) and the denominator Asset Sale” provisions of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offerthis Indenture by virtue thereof.

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) with respect to Asset Sales by the Company or any Wholly Owned Subsidiary of the Company, at least 7580% of the consideration received by Parent the Company or the Restricted such Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and disposition and (iii) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (1A) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted any Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor andCompany, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2B) to make an investment in (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties or assets that will be used in the business of Parent the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets") or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1iii)(A) and (iii)(2iii)(B). (b) To . On the extent that all 366th day after an Asset Sale or part such earlier date, if any, as the Board of Directors of the Company or of such Subsidiary determines not to apply the Net Cash Proceeds of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”iii)(A), (iii)(B) and (iii)(C) of the Company shallnext preceding sentence (each, on the 366th day (the “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 Subsidiary to make an offer to purchase (a “the "Net Proceeds Offer”), with ") on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Pro- ceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Notes equal to the Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; provided, however, that . The Company may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 5.0 million resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 5.0 million, shall be applied as required pursuant to this paragraph. ). Notwithstanding the immediately preceding paragraph, the Company and its Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph to the extent (ci) In at least 80% of the consideration for such Asset Sale constitutes Replacement Assets and the remainder in cash or Cash Equivalents and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of its Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the immediately preceding paragraph. Notwithstanding the second immediately preceding paragraph, in the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee Notes (“the "Other Debt”") requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds Offer Amount otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash ProceedsDebt. With respect to any Unutilized Net Cash ProceedsProceeds Offer Amount, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date Net Proceeds Offer Payment Date in respect of the Securities thereof shall be the same as the purchase date in respect of such thereof pursuant to any Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer.

Limitation on Asset Sales. (a) Upon the occurrence of a Triggering Event, the Parent will not, and will not permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale unless: , (i) the Parent or such Subsidiary of the applicable Restricted SubsidiaryParent, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of; , and (ii) at least 75% of the consideration therefor received by the Parent or such Subsidiary of the Restricted SubsidiaryParent, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents and is received at the time of such dispositionclosing; and (iii) upon the consummation of an Asset Saleprovided that, Parent shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (1) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case for purposes of this clause (y) such investment is permitted by Section 4.11 (collectivelyii), “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted the assumption by the foregoing clauses (iii)(1) purchaser of Debt or other obligations of the Parent or any of its Subsidiaries pursuant to a customary novation agreement, and (iii)(2)instruments or securities received from the purchaser that are promptly, but in any event within 30 days of the closing, converted by the Parent or any of its Subsidiaries to cash, to the extent of the cash actually so received, shall be considered cash received at closing. (b) To Within 180 days after the extent that all receipt by the Parent or part any of its Subsidiaries of any Net Cash Proceeds from an Asset Sale, the Parent or such Subsidiary of the Parent may apply the Net Cash Proceeds to permanently repay secured Debt of the Parent or any of its Subsidiaries. (c) Any Net Cash Proceeds from an Asset Sale that are not applied within 365 days of such Asset Sale as set forth in paragraph (b) of this Section 4.13(awithin 180 days of the Asset Sale will be deemed to constitute “Excess Proceeds”. Excess Proceeds of less than $100,000,000 will be carried forward and accumulated. Within 30 days of the date on which accumulated Excess Proceeds equals or exceeds such amount, the Issuer shall make an Offer to Purchase (as described in Section 4.05) Notes having an aggregate principal amount equal to: (such Net Cash i) accumulated Excess Proceeds, multiplied by (ii) a fraction (x) the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), make an offer to purchase (a “Net Proceeds Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple numerator of $1,000) of Securities which is equal to the Security Portion outstanding aggregate principal amount of Unutilized Net Cash Proceedsthe Notes and (y) the denominator of which is equal to the outstanding aggregate principal amount of the Notes and all Debt similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest $1,000 at a purchase price in cash equal to to: (i) the greater of (x) 100% of the principal amount thereofof the Notes to be purchased and (y) the sum of the present values of the remaining scheduled payments of principal and Interest on the Notes to be purchased (exclusive of Interest accrued to the applicable purchase date) discounted to such purchase date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 281.7 basis points (equivalent to 90% of the initial issuance spread), in each case plus accrued interest thereon to but unpaid Interest on the date of purchase; provided, however, that the Net Proceeds Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire principal amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, shall be applied as required pursuant Notes being purchased to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date fixed for such offer, in respect of accordance with the Securities shall be the same as the purchase date procedures set forth in respect of such Other DebtSection 4.05 for an Offer to Purchase. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount Upon completion of the Unutilized Net Cash Offer to Purchase, Excess Proceeds and (2) if Other Debt is being offered to will be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made reset at the time of such Net Proceeds Offerzero.

Limitation on Asset Sales. (a) Parent will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors); (ii) at least 75% of the consideration received by Parent the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and and (iii) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 360 days of receipt thereof either: either (1A) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of ranking at least pari passu with the Restricted Subsidiary whose assets were Notes (including amounts under the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor Credit Agreement) and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; , (2B) to make an investment in (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of Parent the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1iii)(A) and (iii)(2iii)(B). (b) To . On the extent that all 361st day after an Asset Sale or part 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 of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”iii)(A), (iii)(B) and (iii)(C) of the Company shallnext preceding sentence (each, on the 366th day (the “a "Net Proceeds Offer Trigger Date”"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (a “the "Net Proceeds Offer”), with ") on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders on a maximum principal pro rata basis, that amount (expressed as a multiple of $1,000) of Securities Notes equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. The Company may defer any Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 5.0 million resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 5.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article Five, 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. (b) Notwithstanding Section 4.15(a), the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company and its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of Section 4.15(a). (c) In Subject to the event that any other Indebtedness deferral of the Company Net Proceeds Offer contained in clause (a) above, each notice of a Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (i) that ranks pari passu with the Securities or any other Indebtedness Net Proceeds Offer is being made pursuant to this Section 4.15, that all Notes tendered will be accepted for payment; provided, however, that if the aggregate principal amount of any Guarantor that ranks pari passu with Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon exceeds the consummation aggregate amount of an Asset Salethe Net Proceeds Offer, the Company may apply shall select the Unutilized Net Cash Proceeds otherwise required Notes to be applied 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 such period as is required by law; (ii) 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 receives notice thereof from the Company); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (v) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to offer surrender the Note, with the form entitled "Option of Holder to purchase such Other Debt and Elect Purchase" on the reverse of the Note completed, to a the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Net Proceeds Offer so long as Payment Date; (vi) 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 Unutilized Holder is withdrawing its election to have such Note purchased; and (vii) 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 Notes 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 Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsOffer Payment Date, the Company shall make the Net Proceeds Offer (i) accept for payment Notes or portions thereof (in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect integral multiples of the Securities shall be the same as the purchase date in respect of such Other Debt. (d$1,000) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities validly tendered pursuant to the Net Proceeds Offer related Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. The Trustee shall promptly authenticate and mail to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum Holders new Notes equal in principal amount to any unpurchased portion of the Security Amount and Notes surrendered. Upon the lesser payment of the purchase price for the Notes accepted for purchase, the Trustee shall return the Notes purchased to the Company for cancellation. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying agent. To the extent the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt Notes tendered pursuant to a concurrent any Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes. Upon completion of such offer to purchase purchase, the Net Proceeds Offer Amount shall be reset at zero. (d) 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 Other Debt made at laws and regulations are applicable in connection with the time repurchase of such Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the 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 provisions of this Section 4.15 by virtue thereof.

Limitation on Asset Sales. (a) Parent The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) Parent the Issuer or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed ofof (as determined in good faith by the Issuer's Board of Directors); (ii2) at least 75% of the consideration received by Parent the Issuer or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or cash, Cash Equivalents and/or Replacement Assets (as defined) and is received at the time of such disposition; provided, however, that the amount of any liabilities (as shown on the Issuer's or such Subsidiary's most recent balance sheet) of the Issuer or any such Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets shall be deemed to be cash for purposes of this clause (2) (but not for purposes of clause (3)); and (iii3) upon the consummation of an Asset Sale, Parent the Issuer shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (1a) to prepay any Senior Debt or Guarantor Senior Debt or any permanently reduce Indebtedness under (i) the Term Loan portion of the Restricted Subsidiary whose assets were Credit Agreement, (ii) at any time that the subject of the Asset Sale if such Restricted Subsidiary Term Loan is not a Guarantor andoutstanding, in the case of any such to reduce Indebtedness under any revolving credit facility, facility and thereby effect a permanent reduction by such amount in the availability under such revolving credit facilityfacility or (iii) Indebtedness of such Subsidiary that is not a Guarantor; (2b) to make an investment in (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Equity Interests) that will be used in the business of Parent the Issuer and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “"Replacement Assets”"); and/or (3c) a combination of prepayment and investment permitted by the foregoing clauses (iii)(13)(a) and (iii)(23)(b). (b) To . Pending the extent that all final application of such Net Cash Proceeds, the Issuer may temporarily reduce borrowings under the Credit Agreement or part any other revolving credit facility. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Issuer or of such Subsidiary determines not to apply the Net Cash Proceeds of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”3)(a), (3)(b) and (3)(c) of the Company shallpreceding paragraph (each, on the 366th day (the “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 Issuer or such Subsidiary to make an offer to purchase (a “the "Net Proceeds Offer”)") to all Holders and, with a copy to the Trusteeextent required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders (and holders of any such Pari Passu Indebtedness) on a maximum principal pro rata basis, that amount of Notes (expressed as a multiple of $1,000and Pari Passu Indebtedness) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon and additional interest, if any thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Issuer or any Subsidiary of the Issuer, 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 4.10. The Net Proceeds Offer shall be made in compliance with the applicable procedures set forth in Article III and shall include all instructions and materials necessary to enable Holders to tender their Notes. The Issuer may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 10 million resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 10 million, shall be applied as required pursuant to this paragraph. (c) ). If any Net Cash Proceeds remain after the consummation of any Net Proceeds Offer, the Issuer 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. In the event that any other Indebtedness of the Company that ranks pari passu transfer of substantially all (but not all) of the property and assets of the Issuer and its Subsidiaries as an entirety to a Person in a transaction permitted under Article V, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Issuer and its Subsidiaries not so transferred for purposes of this covenant, and shall comply with the Securities or any other Indebtedness provisions of any Guarantor that ranks pari passu this covenant with respect to such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of deemed sale as if it were an Asset Sale. In addition, the Company may apply fair market value of such properties and assets of the Unutilized Issuer or its Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds otherwise required for purposes of this Section 4.10. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to be applied the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as Offer. To the amount extent that the provisions of such Unutilized Net Cash Proceeds applied to purchase any securities laws or regulations conflict with the Securities is not less than the Security Portion "Asset Sale" provisions of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceedsthis Indenture, the Company Issuer shall make comply with the Net Proceeds Offer in respect thereof at applicable securities laws and regulations and shall not be deemed to have breached its obligations under the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes "Asset Sale" provisions of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds OfferIndenture by virtue thereof.

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) with respect to Asset Sales by the Company or any Wholly Owned Subsidiary of the Company, at least 7580% of the consideration received by Parent the Company or the Restricted such Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and disposition and (iii) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (1A) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted any Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor andCompany, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2B) to make an investment in (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties or assets that will be used in the business of Parent the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets") or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1iii)(A) and (iii)(2iii)(B). (b) To . On the extent that all 366th day after an Asset Sale or part such earlier date, if any, as the Board of Directors of the Company or of such Subsidiary determines not to apply the Net Cash Proceeds of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”iii)(A), (iii)(B) and (iii)(C) of the Company shallnext preceding sentence (each, on the 366th day (the “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 Subsidiary to make an offer to purchase (a “the "Net Proceeds Offer”), with ") on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders on a maximum principal pro rata basis, that amount (expressed as a multiple of $1,000) of Securities Notes equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; provided, however, that . The Company may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 5.0 million resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 5.0 million, shall be applied as required pursuant to this paragraph. ). Notwithstanding the immediately preceding paragraph, the Company and its Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph to the extent (ci) In at least 80% of the consideration for such Asset Sale constitutes Replacement Assets and the remainder in cash or Cash Equivalents and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of its Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the immediately preceding paragraph. Notwithstanding the second immediately preceding paragraph, in the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee Notes (“the "Other Debt”") requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds Offer Amount otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds Offer Amount applied to purchase the Securities Notes is not less than the Security Note Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsProceeds Offer Amount, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date Net Proceeds Offer Payment Date in respect of the Securities thereof shall be the same as the purchase date in respect of such thereof pursuant to any Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer.

Limitation on Asset Sales. (a) Parent will The Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets or Capital Stock sold or otherwise disposed ofof (as determined in good faith by the Company's Board of Directors pursuant to a Board Resolution); (ii2) at least 75% of the consideration received by Parent the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or cash, Cash Equivalents or Designated Non-Cash Consideration (insofar as all Designated Non-Cash Consideration outstanding is less than $25 million) and is received at the time of such disposition; and (iii3) upon no Default or Event of Default shall have occurred and be continuing at the consummation of an time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale, Parent shall apply, or cause such Restricted Subsidiary to apply, the . (b) Within 365 days of receipt of any Net Cash Proceeds relating from such Asset Sale the Company or the Restricted Subsidiary may apply those Net Cash Proceeds at its option to either: (i) prepay (x) Indebtedness of the Company or a Restricted Subsidiary that is secured by the asset or Capital Stock subject to such Asset Sale within 365 days of receipt thereof either: or (1y) to prepay any Senior Debt Indebtedness or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Senior Indebtedness or Guarantor Senior Indebtedness under any revolving credit facility, effect a permanent reduction in the availability commitment available under such revolving credit facility;, (2ii) to make an investment in (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of Parent the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds thereto, including any such assets investment that constitutes capital expenditures (provided that as determined in good faith by the case Company's Board of this clause Directors) (y) such investment is permitted by Section 4.11 (collectively, “"Replacement Assets”"); and/or, or (3iii) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1i) and (iii)(2ii). Pending final application of any Net Cash Proceeds, the Company or the applicable Restricted Subsidiary may temporarily reduce Indebtedness under any revolving credit facility or invest in cash or Cash Equivalents to the extent not otherwise prohibited by the Indenture. (bc) To On the extent that all 365th day after such Asset Sale or part 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 of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”i), (ii) and (iii) of the Company shallpreceding paragraph (each, on the 366th day (the “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 (i), (ii) and (iii) of the preceding paragraph (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (a “the "Net Proceeds Offer”"), with on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up Holders and all holders of Senior Indebtedness, Guarantor Senior Indebtedness or other Indebtedness that ranks pari passu with the Notes and contain provisions set forth in Section 3.9 hereof and such other provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such Indebtedness with the proceeds of Asset Sales on a maximum principal pro rata basis, that amount (expressed as a multiple of $1,000) of Securities Notes and the other Senior Indebtedness, Guarantor Senior Indebtedness or pari passu Indebtedness equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Notes and the other Senior Indebtedness, Guarantor Senior Indebtedness or pari passu Indebtedness to be purchased or repaid, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration (including Designated 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 or Cash Equivalents (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. The Company or any such Restricted Subsidiary of the Company, as the case may be, may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 15 million resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 15 million, shall be applied as required pursuant to this paragraph. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt). (d) For Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets, cash or Cash Equivalents and (ii) such Asset Sale is made for Fair Market Value; provided, however, that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the preceding paragraph. In addition, for purposes of this Section 4.13paragraph (a)(2) above, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered the following shall be deemed to be purchasedcash or Cash Equivalents: (i) Senior Indebtedness or Guarantor Senior Indebtedness or pari passu Indebtedness assumed by the transferee in an Asset Sale; and (ii) any securities, notes or other obligations received by the amount Company or any Restricted Subsidiary from a transferee converted or monetized by the Company or such Restricted Subsidiary within 90 days into cash or Cash Equivalents, to the extent of the Unutilized cash or Cash Equivalents received in that conversion. (e) All cash and Cash Equivalents from an Event of Loss shall be deemed to be Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal subject to the product provisions of this covenant. (xf) Notice of each Net Proceeds Offer will be mailed to the Unutilized Net Cash Proceeds and (y) a fraction record Holders as shown on the numerator register of which is the principal amount of all Securities tendered pursuant to Holders within 25 days following the Net Proceeds Offer related Trigger Date, with a copy to such Unutilized the Trustee, and shall comply with the procedures set forth in the Indenture, including Section 3.9. (g) To the extent the amount of Notes and other Indebtedness tendered or requiring repayment is less than the Offer Amount, the Company or the Restricted Subsidiary making the Asset Sale may use the remaining Net Cash Proceeds (the “Security Amount”) Offer Amount for general corporate purposes and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds OfferOffer Amount shall be reset to zero.

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its the Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) at least 7580% of the consideration received by Parent the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and and (iii) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 300 days of receipt thereof either: either (1A) to prepay any Senior Debt or Guarantor Senior Debt or Indebtedness under the Credit Facility, (B) to repay any Indebtedness of which was secured by the Restricted Subsidiary whose assets were the subject of the sold in such Asset Sale if such Restricted Subsidiary is not a Guarantor andSale, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2C) to make an investment in (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of Parent the Company and its the Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("REPLACEMENT ASSETS"), or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3D) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1iii)(A), (iii)(B) and (iii)(2iii)(C). (b) To . On the extent that all 301st day after an Asset Sale or part 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 of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(aclauses (iii)(A), (iii)(B), (iii)(C) and (such Net Cash Proceedsiii)(D) of the next preceding sentence (each, the “Unutilized Net Cash Proceeds”a "NET PROCEEDS OFFER TRIGGER DATE"), the Company shallwill be required to make an offer to purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Company the provisions of which require the Company to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Securities and such Pari Passu Indebtedness equal to the aggregate amount of Net Cash Proceeds which have not been applied on the 366th day (the “or before such Net Proceeds Offer Trigger Date”Date as permitted in clauses (iii)(A), (iii)(B), (iii)(C) and (iii)(D) of the next preceding sentence (each a "NET PROCEEDS OFFER AMOUNT") as follows: (1) the Company will (a) make an offer to purchase (a “Net Proceeds Offer”"NET PROCEEDS OFFER"), with on a copy to the Trustee, date not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), to all Holders in accordance with the procedures set forth below, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, PRO RATA in proportion to the respective outstanding principal amounts of the Securities up and such other Indebtedness required to a be redeemed, the maximum principal amount of Securities and Pari Passu Indebtedness that may be redeemed out of the amount (expressed as a multiple of $1,000the "PAYMENT AMOUNT") of such Net Proceeds Offer Amount; (2) the offer price for the Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a purchase price will be payable in cash in an amount equal to 100% of the principal amount thereofof the Securities tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon thereon, if any, to the date such Net Proceeds Offer is consummated (the "OFFERED PRICE"), in accordance with the procedures set forth below and the redemption price for such Pari Passu Indebtedness (the "PARI PASSU INDEBTEDNESS PRICE") shall be as set forth in the related documentation governing such Indebtedness; and (3) if the aggregate Offered Price of purchaseSecurities validly tendered and not withdrawn by Holders thereof exceeds the PRO RATA portion of the Payment Amount allocable to the Securities, Securities to be purchased will be selected on a PRO RATA basis; providedPROVIDED, howeverHOWEVER, that if at any time any non-cash consideration received by the 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 such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. The Company may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 5,000,000 resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 million5,000,000, shall be applied as required pursuant to this paragraph. (c) In ). To the event extent that any other Indebtedness the sum of the Company that ranks pari passu with the aggregate Offered Price of Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to offer the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a "NET PROCEEDS DEFICIENCY"), the Company or any Restricted Subsidiary, as the case may be, may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to purchase such Other Debt the provisions of this Indenture. In the event of the transfer of substantially all (but not all) of the property and assets of the Company and the Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and the Restricted Subsidiaries not so transferred for purposes of this Section 4.17, and shall comply with the provisions of this Section 4.17 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 the Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.17. Notwithstanding the three immediately preceding paragraphs, the Company and the Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs 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; PROVIDED that any consideration not constituting Replacement Assets received by the Company or any of the Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall (a) subject to clause (b) below, constitute Net Cash Proceeds subject to the provisions of the three preceding paragraphs or (b) to the extent such consideration is non-cash consideration, constitute Net Cash Proceeds subject to the provisions of the three preceding paragraphs upon being converted into or sold or otherwise disposed of for cash. Notice of each Net Proceeds Offer so long as pursuant to this Section 4.17 shall be mailed or caused to be mailed, by first class mail, by the amount Company within 15 days following the applicable Net Proceeds Offer Trigger Date to all Holders at their last registered addresses, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.17 and that all Securities tendered will be accepted for payment; PROVIDED, HOWEVER, that if the aggregate Offered Price of such Unutilized Securities validly tendered and not withdrawn in the Net Cash Proceeds applied Offer exceeds the PRO RATA portion of the Payment Amount allocable to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsSecurities, the Company shall make select the Securities to be purchased on a PRO RATA basis; (2) the Offered Price and the date of the Net Proceeds Offer (the "NET PROCEEDS OFFER PAYMENT DATE"); (3) that any Security not tendered will continue to accrue interest; (4) that, unless the Company defaults in respect thereof making payment therefor, any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Security purchased pursuant to the Net Proceeds Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent at the same time as address specified in the analogous offer notice prior to purchase is made pursuant the close of business on the Net Proceeds Offer Payment Date; (6) that Holders will be entitled to any Other Debt and withdraw their election if the purchase date in respect Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a facsimile transmission or letter setting forth the name of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13Holder, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all the Security the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Security purchased; and (7) 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 Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Securities or portions thereof tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price, plus accrued interest, if any, of all Securities to be purchased and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Securities so accepted payment in an amount equal to the purchase price, plus accrued interest, if any, thereon. For purposes of this Section 4.17, the Trustee shall act as the Paying Agent. Any Net Proceeds Offer related shall remain open for at least 20 Business Days and until the close of business on the Net Proceeds Offer Payment Date. The Company 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 14e-1 thereunder, to the extent applicable to such Unutilized Net Cash Proceeds (offer. To the “Security Amount”) extent that the provisions of any securities laws or regulations conflict with the foregoing provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the denominator foregoing provisions of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offerthis Indenture by virtue thereof.

Limitation on Asset Sales. (a) Parent will not, and The Company will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unlessunless the Company: (i) Parent or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the property or assets sold or otherwise disposed of; (ii) at least 7585% of the consideration received by Parent the Company for such property or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form assets consists of cash or Eligible Cash Equivalents Equivalents; provided that the amount of any liabilities (as shown on the Company' most recent balance sheet) of the Company (other than contingent liabilities and is received at liabilities that are by their terms subordinate to the time Notes) that are assumed or forgiven by the transferee of any such dispositionassets will be deemed to be cash for the purposes of this clause (ii); and (iii) upon the consummation of an Asset Sale, Parent shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating received by the Company are applied, to the extent the Company or any Restricted Subsidiary elects or is required, (A) to repay or purchase and permanently reduce outstanding Debt of a Restricted Subsidiary, and to permanently reduce any commitments in respect thereof, provided, however, that such Asset Sale 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 so applied within 365 days following the receipt of receipt thereof either: such Net Cash Proceeds. Notwithstanding any provision of this Section 4.9, Asset Swaps and Fuel Hedging Obligations entered into in the ordinary course of business shall not be subject to clause (1ii) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2)immediately preceding sentence. (b) To the extent that all or part of the Any Net Cash Proceeds of from any Asset Sale that are not applied within 365 days used to reinvest in Replacement Assets and/or repay Debt of such Asset Sale as set forth in Section 4.13(a) (such Net Cash a Restricted Subsidiary shall constitute "Excess Proceeds, the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), make an offer to purchase (a “Net Proceeds Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest thereon to the date of purchase; provided, however, that the Net Proceeds Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph." (c) In When the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the aggregate amount of such Unutilized Net Cash Excess Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceedsexceeds $10,000,000, the Company shall make the Net Proceeds an Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13Purchase, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchasedfrom all Holders, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer.Notes:

Limitation on Asset Sales. (a) Parent The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an Asset Sale unlesssell, transfer, lease or otherwise dispose of any asset (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise), including any Equity Interest, owned by it, nor will the Borrower permit any of the Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: (a) (i) Parent dispositions of inventory (including parcels in developed cemetery properties), used, obsolete, worn out or surplus equipment and Permitted Investments in the applicable Restricted Subsidiaryordinary course of business and (ii) dispositions of property which the Borrower in good faith determines is no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries; (b) sales, as the case may be, receives consideration at the time of such Asset Sale at least equal transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions involving a Non-Guarantor shall be made in compliance with Section 6.10 regarding Restrictions on Transactions with Affiliates below; and (c) Sale and Leaseback Transactions permitted by Section 6.04 hereof; (d) dispositions of accounts receivable in connection with the collection or compromise thereof; (e) to the extent constituting sales, transfers, leases or dispositions, the granting of Liens permitted by Section 6.03, the making of investments permitted by Section 6.06, mergers, consolidations, liquidations and the sale of all or substantially all assets permitted by Section 6.05 and Restricted Payments permitted by Section 6.09; and (f) sales, transfers, leases and other dispositions of assets (other than accounts receivable or inventory) the sale of which is not otherwise permitted by any other clause; provided that (i) the aggregate fair market value of the all assets sold sold, transferred or otherwise disposed of; of in reliance upon this clause (f) shall not exceed $1,000,000,000, (ii) at least 75% of the consideration received by Parent or the Restricted Subsidiaryall sales, as the case may betransfers, from such Asset Sale shall be in the form of cash or Cash Equivalents leases and is received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, Parent shall applyother dispositions individually, or cause such Restricted Subsidiary to applyin a series of related transactions, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (1) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2). (b) To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as set forth in Section 4.13(a) (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), make an offer to purchase (a “Net Proceeds Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest thereon to the date of purchase; provided, however, that the Net Proceeds Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or for consideration in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, shall be applied as required 5,000,000 permitted pursuant to this paragraph. clause (cf) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to shall be made to repurchase for fair value and (iii) the aggregate, non-cash consideration received in connection with all such Other Debt upon sales shall not exceed $200,000,000 during the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceedsterm hereof. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13and Section 6.06, any transaction which is a “Security Portion of Unutilized Net Cash Proceedslike kind exchange” means (1) if no Other Debt is being offered to be purchased, the amount under Section 1031 of the Unutilized Net Cash Proceeds Code shall be considered a disposition (if the Borrower or any Subsidiary receives cash consideration upon the completion thereof) or an acquisition (if the Borrower or a Subsidiary pays cash consideration upon the completion thereof) only upon the completion of such transaction, and (2) if Other Debt is being offered then only to be purchased, the amount extent of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount cash received or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offerpaid.

Limitation on Asset Sales. (a) Parent will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) at least 7590% of the consideration received by Parent the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and and (iii) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 270 days of receipt thereof either: either (1A) to prepay any Indebtedness incurred pursuant to clause (ii) of the definition of "Permitted Indebtedness" and effect a permanent reduction thereunder, (B) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, and effect a permanent reduction in the availability under such revolving credit facility; thereunder, (2C) to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto Replacement Assets or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3D) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1iii)(A), (iii)(B) and (iii)(2iii)(C). (b) To . On the extent that all 271st day after an Asset Sale or part such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines, as the case may be, not to apply the Net Cash Proceeds of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”iii)(A), (iii)(B), (iii)(C) and (iii)(D) of the Company shallnext preceding sentence (each, on the 366th day (the “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), (iii)(C) and (iii)(D) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (a “the "Net Proceeds Offer”), with ") on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders on a maximum principal pro rata basis, that amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Securities to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchaserepurchase; provided, however, that the Company may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 5 million resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 5 million, shall be applied as required pursuant to this paragraph). If at any time any non-cash consideration received by the 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 such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. (b) In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to 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 covenant. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee Notwithstanding paragraphs (“Other Debt”a) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Saleand (b) above, the Company may apply and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the Unutilized extent (i) at least 90% of the consideration for such Asset Sale constitutes cash or Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds otherwise subject to the provisions of the two preceding paragraphs. (d) Within 30 days following the Net Proceeds Offer Trigger Date, the Company shall send, by first class mail, postage prepaid, a notice to each Holder of Securities, with a copy to the Trustee, which notice shall govern the terms of the Net Proceeds Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Net Proceeds Offer. Such notice shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.06 and that all Securities validly tendered, in whole or in part, and not withdrawn will be accepted for payment; provided, however, that to the extent that Holders validly tender Securities in an amount exceeding the Net Proceeds Offer Amount, Securities of tendering Holders will be repurchased on a pro rata basis; (2) the repurchase price (including the amount of accrued interest, if any) and the repurchase date (which shall be no earlier than 30 days nor later than 60 days following the applicable Net Proceeds Offer Trigger Date, other than as may be required by law) and that the Net Proceeds Offer will remain open for a period of 20 business days or such longer period as may be required by law; (3) that any Security not tendered will continue to be applied accrue interest; (4) that, unless the Company defaults in making payment therefor, any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Security purchased pursuant to a Net Proceeds Offer will be required to offer surrender the Security, with the form entitled "Option of Holder to purchase such Other Debt and Elect Repurchase" on the reverse of the Security completed, to a the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Net Proceeds Offer so long as Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five Business Days 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 such Unutilized Net Cash Proceeds applied to purchase the Securities the Holder delivered for purchase and a statement that such Holder is not less than withdrawing his election to have such Security purchased; (7) that Holders whose Securities are purchased only in part will be issued new Securities in a principal amount equal to the unpurchased portion of the Securities surrendered; provided, however, that each Security Portion repurchased and each new Security issued shall be in a principal amount of Unutilized $1,000 or integral multiples thereof; and (8) the circumstances and relevant facts regarding the applicable Asset Sale. (e) On or before the Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsProceeds Offer Payment Date, the Company shall make the Net Proceeds Offer (i) accept for payment Securities or portions thereof (in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect integral multiples of the Securities shall be the same as the purchase date in respect of such Other Debt. (d$1,000) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities validly tendered pursuant to the Net Proceeds Offer related Offer, (ii) deposit with the Paying Agent in accordance with Section 2.14 United States Government Obligations sufficient to pay the repurchase price plus accrued and unpaid interest, if any, of all Securities so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof being repurchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers' Certificate specified in clause (iii) above, the Paying Agent shall promptly mail to the Holders so accepted payment in an amount equal to the repurchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum Holders new Securities equal in principal amount to any unpurchased portion of the Security Amount and Securities surrendered. Upon the lesser payment of the aggregate principal face amount or accreted value as repurchase price for the Securities accepted for repurchase, the Trustee shall return the Securities repurchased to the Company for cancellation. Any monies remaining after the repur- chase of the relevant purchase date of all Other Debt tendered Securities pursuant to a concurrent offer Net Proceeds Offer shall be returned within three Business Days by the Trustee to purchase the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.06, the Trustee shall, except with respect to monies owed as obligations to the Trustee pursuant to Article Seven, act as the Paying Agent. (f) 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 Other Debt made at laws and regulations are applicable in connection with the time repurchase of such Securities pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.06, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.06 by virtue thereof.

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) at least 75% of the consideration received by Parent the Company or the Restricted SubsidiarySubsidiary (excluding liabilities that are not subordinated to the Securities that have been assumed by a transferee of such assets to the extent that the applicable agreement releases or indemnifies the Company or such Restricted Subsidiary from such liabilities), as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such dispositiondisposition or securities which are converted into cash or Cash Equivalents within 60 days; and and (iii) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: either (1A) to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Senior Indebtedness under any revolving credit facility, including the Bank Facility, effect a permanent reduction in the availability under such revolving credit facility; , (2B) to make an investment in (x) or acquire properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used (including acquisitions of other businesses) in the business of Parent the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or (3C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(1iii)(A) and (iii)(2iii)(B). (b) To . On the extent that all 366th day after an Asset Sale or part such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary, as the case may be, determines not to apply the Net Cash Proceeds of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”iii)(A), (iii)(B) and (iii)(C) of the Company shallnext preceding sentence (each, on the 366th day (the “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, as the case may be, to make an offer to purchase (a “the "Net Proceeds Offer”), with ") on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up to Holders on a maximum principal pro rata basis, that amount (expressed as a multiple of $1,000) of Securities issued under this --- ---- Indenture equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Securities to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; provided, however, that if at -------- ------- any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 5.16. The Company may defer the Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million, 10.0 million resulting from one or more Asset Sales (at which time time, the entire amount of such Unutilized unutilized Net Cash ProceedsProceeds Offer Amount, and not just the amount in excess of $20.0 10.0 million, shall be applied as required pursuant to this paragraph); provided, that in no event will the net -------- cash proceeds from an Asset Sale be subject to more than one Net Proceeds Offer. (b) 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 6.1, 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 5.16, and shall comply with the provisions of this Section 5.16 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 5.16. (c) In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee Notwithstanding Sections 5.16(a) and (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Saleb), the Company may apply and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the Unutilized extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided, that any consideration not -------- constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds otherwise required subject to the provisions of Sections 5.16(a) and (b). (d) Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders of such Securities within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 5.16 of this Indenture and that all Securities tendered will be accepted for payment; provided, however, that if the aggregate principal amount of Securities -------- ------- tendered in a Net Proceeds Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds Offer, the Company shall select the Securities to be applied purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000 or multiples thereof shall be purchased); (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date; (3) that any Security not tendered will continue to accrue interest if interest is then accruing; (4) that, unless (i) the Company defaults in making payment therefor or (ii) such payment is prohibited pursuant to Article Four or otherwise, any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Security purchased pursuant to a Net Proceeds Offer will be required to offer surrender the Security, with the form entitled "Option of Holder to purchase such Other Debt and Elect Purchase" on the reverse of the Security completed, to a 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 so long as Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than two Business Days 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 such Unutilized Net Cash Proceeds applied to purchase the Securities the Holder delivered for purchase and a statement that such Holder is not less than withdrawing his or her election to have such Security purchased; (7) that Holders whose Securities were purchased only in part will be issued new securities equal in principal amount to the unpurchased portion of the Securities surrendered; provided, however, that each Security Portion -------- ------- purchased and each new Security issued shall be in an original principal amount of Unutilized $1,000 or integral multiples thereof; and (8) that the Net Cash Proceeds. With respect to any Unutilized Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. (e) On or before the Net Cash ProceedsProceeds Offer Payment Date, the Company shall make the Net Proceeds Offer in respect (i) accept for payment Securities or portions thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (d) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related which are to be purchased in accordance with item (d)(1) above, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price of all Securities to be purchased and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Securities so accepted payment in an amount equal to the purchase price (and the Trustee shall promptly authenticate and mail or deliver to such Unutilized Net Cash Proceeds (the “Holders a new Security Amount”) and the denominator of which is the sum equal in principal amount to any unpurchased portion of the Security Amount and surrendered; provided, that each such -------- new Security shall be in the lesser principal amount of $1,000 or integral multiples thereof) unless such payment is prohibited pursuant to Article Four or otherwise. The Company will publicly announce the results of the aggregate principal face amount Net Proceeds Offer on or accreted value as soon as practicable after the Net Proceeds Offer Payment Date. For purposes of this Section 5.16, the relevant Trustee shall act as the Paying Agent. (f) Any amounts remaining after the purchase date of all Other Debt tendered Securities pursuant to a concurrent offer Net Proceeds Offer shall be returned by the Trustee to purchase the Company. (g) The Company must comply with Rule 14e-1 under the Exchange Act and other provisions of state and federal securities laws and regulations thereunder to the extent such Other Debt made at laws and regulations are applicable in connection with the time repurchase of such Securities pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Section 5.16 by virtue thereof.

Limitation on Asset Sales. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) Parent the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Managers); (ii) at least 75% of the consideration received by Parent the Company or the Restricted Subsidiary, -72- as the case may be, from such Asset Sale shall be in the form of cash or cash, Cash Equivalents or Foreign 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 such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets shall be deemed to be cash for purposes of this provision) and is received at the time of such disposition; and and (iii) upon the consummation of an Asset Sale, Parent the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: either (1A) to prepay any Senior Debt PARI PASSU Indebtedness of the Company or a Guarantor Senior Debt or any Indebtedness of the a Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; , (2B) to either (x) make an investment in or expenditures for properties and assets (xincluding Capital Stock of any entity) assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of Parent the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets") or (y) the acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries; PROVIDED that Net Cash Proceeds in excess of $30 million in the aggregate since June 30, 1999 from Asset Sales involving assets of the Company or a Guarantor (other than the Capital Stock of a Foreign Subsidiary) shall only be reinvested in (x) assets which will be owned by the Company or a Guarantor and not constituting an entity that holds any such assets (provided that in the case of this clause Investment or (y) such investment is permitted by Section 4.11 the capital stock of a Person that becomes a Guarantor or (collectively, “Replacement Assets”); and/or (3C) a combination of prepayment prepayment, repurchase and investment permitted by the foregoing clauses (iii)(1iii)(A), (iii)(B) and (iii)(2iii)(C). (b) To . On the extent that all 366th day after an Asset Sale or part such earlier date, if any, as the Board of Managers of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds of any Asset Sale are not applied within 365 days of relating to such Asset Sale as set forth in Section 4.13(a) clauses (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”iii)(A), (iii)(B) and (iii)(C) of the Company shallnext preceding sentence (each, on the 366th day (the “a "Net Proceeds Offer Trigger Date”"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (a “the "Net Proceeds Offer”), with ") on a copy to date (the Trustee, "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 45 days following such 366th day (the “applicable Net Proceeds Offer Payment Trigger Date”), from all outstanding Securities up Holders and all holders of Indebtedness that is PARI PASSU with the Notes containing provisions requiring offers to purchase with the proceeds of sales of assets, on a maximum principal PRO RATA basis, that amount (expressed as a multiple of $1,000) of Securities Notes equal to the Security Portion of Unutilized Net Cash Proceeds, Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase; providedPROVIDED, howeverHOWEVER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.15. The Company shall not be required to make a Net Proceeds Offer may be deferred until there are is an aggregate Unutilized unutilized Net Cash Proceeds Offer Amount equal to or in excess of $20.0 million30 million resulting from one or more Asset Sales, at which time time, the entire amount of such Unutilized unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 millionProceeds Offer Amount, shall be applied as required pursuant to this paragraph, PROVIDED, HOWEVER, that the first $30 million of Net Proceeds Offer Amount need not be applied as required pursuant to this paragraph. In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 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 covenant 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. (b) Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 80% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; PROVIDED, HOWEVER, 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 consum- mated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the two preceding paragraphs. (c) In Subject to the event deferral 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 more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that any other Indebtedness the Net Proceeds Offer is being made pursuant to Section 4.15 of the Company Indenture, that ranks pari passu with all Notes tendered will be accepted for payment; PROVIDED, HOWEVER, that if the Securities or any other Indebtedness aggregate principal amount of any Guarantor that ranks pari passu with Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon exceeds the consummation aggregate amount of an Asset Salethe Net Proceeds Offer, the Company may apply shall select the Unutilized Net Cash Proceeds otherwise required Notes to be applied 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 EU1,000, as applicable, 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 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 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 Net 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 offer surrender the Note, with the form entitled "Option of Holder to purchase such Other Debt and Elect Purchase" on the reverse of the Note completed, to a 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 so long as 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 Unutilized 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, EU1,000 or integral multiples thereof. On or before the Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash ProceedsOffer Payment Date, the Company shall make the Net Proceeds Offer (i) accept for payment Notes or portions thereof (in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt integral multiples of $1,000 and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt. (dEU1,000) For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities validly tendered pursuant to the Net Proceeds Offer related Offer, (ii) deposit with the Paying Agent in accordance with Section 2.14 U.S. Legal Tender (in the case of Dollar Notes) and/or euros (in the case of Euro Notes) sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers' Certificate specified in clause (iii) above, the Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Unutilized Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall return the Notes purchased to the Company for cancellation. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant subject to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. 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 rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereof. After consummation of any Net Proceeds Offer, any 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.