Common use of Limitation on Asset Sales Clause in Contracts

Limitation on Asset Sales. The Company will not engage in, and will not permit any Subsidiary to engage in, any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; (b) except in the case of an Asset Sale described in clause (a), at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described herein.

Limitation on Asset Sales. The Company will not engage in, and will not permit any Subsidiary to engage in, any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide title to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such 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 PropertyProperty subject to such Asset Sale; (b) except in the case of an Asset Sale described in subclauses (i) or (ii) of clause (a), at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); and (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (cb); PROVIDEDprovided, HOWEVERhowever, that the requirement requirements set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (other than Indebtedness owed to the Company or an Affiliate of the Company) (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDEDprovided, HOWEVERhowever, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. The following amounts will be deemed to be cash for purposes of this provision: (i) any liabilities of the Company or any Subsidiary (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto), other than liabilities that by their terms are subordinated to the Debentures or the applicable Subsidiary Guarantee that are assumed by the transferee of any such Property as a result of which the Company and its Subsidiaries are no longer obligated with respect to such liabilities and (ii) any Indebtedness or other obligations received by the Company or any such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 120 days of such Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer to all holders of Debentures and other Indebtedness (excluding the Company's 9.375% Senior Debentures due 2007 and its 10% Senior Notes due 2009; provided that the Company may make an offer to purchase such notes in accordance with their terms) that ranks by its terms equally in right of payment with the Debentures and the terms of which contain substantially similar requirements with respect to the application of net proceeds from asset sales as are contained in this Indenture (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount on a pro rata basis the maximum Principal Amount at Maturity of Notes equal to the Debentures and other such Indebtedness in integral multiples of $1,000 that may be purchased out of the Excess Proceeds, at a price in cash equal to (a) the Issue Price plus accrued Original Issue Discount (or, if the Debentures have been converted pursuant to Article Sixteen hereof, the Restated Principal Amount, plus accrued and unpaid interest) through the purchase date, in the case of the Debentures, and (b) 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. Within five Business Days after the Company is obligated to make an Asset Sale Offer, the Company will send a written notice to Holders of Debentures, accompanied by such information as the Company in good faith believes will enable Holders to make an informed decision with respect to the Asset Sale Offer. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described herein.

Limitation on Asset Sales. The Company will not engage innot, and will not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; assets sold or otherwise disposed; (b2) except in the case of an Asset Sale described in clause (a), at least 7570% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of received by the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may from such Asset Sale 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 the Company 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 to the extent that the documents governing such liabilities provide that there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities; and (3) the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days of receipt thereof either: (a) to the extent the assets and property sold pursuant to such Asset Sale constitute RCF Priority Collateral or Shared Collateral, to repay Indebtedness under the Credit Agreement; (i) to make an investment in properties and assets that replace the properties and/or assets that were the subject of such Asset Sale or in long-term properties and/or assets that will be used in a Related Business ("Replacement Assets") or (ii) to make expenditures for maintenance, repair or improvement of existing long-term properties or assets; or (c) a combination of prepayment and investment permitted by the foregoing clauses (3)(a) and (3)(b). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Available Cash Proceeds from each relating to such Asset Sale as set forth in clauses (x3)(a), (3)(b) to the acquisition of one or more Replacement Assets, or (y3)(c) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any preceding paragraph (each, a "Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute Offer Trigger Date"Excess Proceeds." When the ), such aggregate amount of Excess Net Cash Proceeds exceeds $10 millionwhich 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 shallor such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, or at any time after receipt from all Holders and all holders of Excess Proceeds, other Applicable Indebtedness (other than Indebtedness under the Company may, at its option, make Credit Agreement) containing provisions similar to those set forth in this Section 4.10 on a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate basis, the maximum principal amount of Notes equal to and such other Applicable Indebtedness that may be purchased with the Excess Proceeds, Net Proceeds Offer Amount at a price in cash equal to 100% of the outstanding principal amount thereof (or if such Indebtedness was issued with original issue discount, 100% of the accreted value), plus accrued interestand unpaid interest and Additional Interest thereon, if any, to the purchase datedate of purchase; provided, however, that (x) 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 on the date of such conversion or disposition, as the case may be, and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.10 and (y) notwithstanding anything to the contrary in this Section 4.10, if within 360 days of any Asset Sale, the Company or any Domestic Restricted Subsidiary enters into one or more definitive agreements for the acquisition and/or construction of a Replacement Asset consisting of a manufacturing or distribution facility having a Fair Market Value of at least $1.0 million, the Net Cash Proceeds of such Asset Sale shall not constitute a Net Proceeds Offer Amount to the extent such Net Cash Proceeds are applied in accordance with the procedures set forth terms of such definitive agreement for (aa) the acquisition of such manufacturing or distribution facility or the real property upon which such manufacturing or distribution facility is to be situated and/or (yy) the construction of such manufacturing or distribution facility. The Company may defer any Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in this Indentureexcess of $5.0 million resulting from one or more Asset Sales in which case the accumulation of such amount shall constitute a Net Proceeds Offer Trigger Date (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to the immediately preceding paragraph). Upon the completion of such Asset Sale each Net Proceeds Offer, the amount Net Proceeds Offer Amount will be reset at zero. In the event of Excess Proceeds the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, which transaction does not constitute a Change of Control, the successor entity shall be reset deemed to zero have sold the properties and assets of the Company may use any remaining amount and its Restricted Subsidiaries not so transferred for general corporate purposes. The Company will purposes of this Section 4.10, and shall comply with any applicable tender offer rules (including, without limitation, any applicable requirements the provisions of Rule 14e-1 under the Exchange Act) in the event that this Section 4.10 with respect to such deemed sale as if it constituted an Asset Sale Offer is required under Sale. In addition, the circumstances described herein.Fair Market Value of

Limitation on Asset Sales. (a) The Company will not engage in, and will not permit any Subsidiary to engage in, any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide title to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contractloss, the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; and (b) except in the case of an Asset Sale described in clause (a), at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property or asset that was the subject of such Asset Sale and the unconditional release of the Company or such Subsidiary from such Indebtedness); and (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a) and (b); provided, however that any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Permitted Lien or exercise by the related lienholder of rights with respect thereto, including by deed or assignment in lieu of foreclosure, shall not be required to satisfy the conditions set forth in clauses (a) and (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assetsof this sentence. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, provided that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from ; provided, further, however, that the amount of (A) any Asset Sale liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto) of the Company or any Subsidiary that are not used assumed by the transferee of any such assets and (B) any notes or other obligations received by the Company or any such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation the extent of the relevant case received) within 90 days of such Asset Sale constitute "Excess Proceeds." Sale, shall be deemed to be cash for purposes of this (b) When the aggregate amount of Excess Proceeds exceeds $10 million10,000,000, the Company shall, or at any time after receipt shall within 30 days thereafter be required to make an offer to all Holders of Excess Proceeds, Securities and other Indebtedness that ranks by its terms pari passu in right of payment with the Company may, at its option, make a pro rata offer Securities and the terms of which contain substantially similar requirements with respect to the application of net proceeds from asset sales as are contained in this Indenture (an "Asset Sale Offer") to purchase from all Holders an aggregate on a pro rata basis the maximum principal amount of Notes equal to Securities, that is an integral multiple of $1,000, that may be purchased out of the Excess Proceeds, at a an offer price in cash (the "Asset Sale Offer Purchase Price") in an amount equal to 100% of the outstanding principal amount at Stated Maturity thereof plus accrued interestand unpaid interest thereon, if any, to the purchase dateAsset Sale Offer Purchase Date, in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described hereinSection 4.07(c).

Limitation on Asset Sales. The Company will not engage inSubject to and as permitted by the terms of this Indenture and the terms of any release or subordination contemplated in Section 1405 hereof, Holdings shall not, directly or indirectly, and will shall not permit any Subsidiary to engage into, directly or indirectly, make any Asset Sale of Collateral unless (a) except in at the case time of (i) an such Asset Sale resulting from the requisition of tide toSale, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company Holdings or such 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 Propertyassets sold or otherwise disposed of (or in the case of a lease or similar arrangement, receives an agreement for the payment pursuant to the terms of such lease of rents from time to time at fair value); (b) except the proceeds therefrom (in the case of an Asset Sale described in clause (a)a lease, when paid from time to time) consist of at least 7585% of such consideration consists of cash and/or Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness)Equivalents; (c) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, ; and (d) unless otherwise expressly provided herein, the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that Net Cash Proceeds of such Asset Sale complies shall be applied in connection with clauses the offer to purchase the Securities described below. On or before the 180th day after the date on which Holdings or any Subsidiary consummates the relevant Asset Sale of Collateral and subject to and as permitted by the terms of this Indenture and the terms of any release or subordination contemplated in Section 1405 hereof, the Company shall use all of the Net Cash Proceeds from such Asset Sale to make either (a)i) an offer to purchase (the "Asset Sale Offer") from all holders of Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to such Net Cash Proceeds at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase; or (bii) a Permitted Related Investment, upon consummation of which the Trustee shall have received a first priority fully perfected security interest in the property on assets acquired by Holdings or any of its Subsidiaries in connection therewith, subject to and (c)as permitted by the terms of this Indenture and the terms of any release or subordination contemplated in Section 1405 hereof; PROVIDED, HOWEVERprovided, that the requirement set forth in clause (b) Company shall not apply be required to an make any Asset Sale Offer if the Net Cash Proceeds of all Asset Sales and Events of Loss that are not used to make a Permitted Related Investment within 180 days or 365 days, respectively, do not exceed $5 million. Each Asset Sale Offer shall remain open for a period of at least 20 business days. To the extent the Asset Sale Offer is not fully subscribed to by the holders of the Securities, Holdings or the relevant Subsidiary may retain such unutilized portion of the Net Cash Proceeds. If the Asset Sale Offer is more than fully subscribed to by the Holders of the Securities, the particular Securities to be accepted shall be selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection of portions of the principal of Securities; provided, however, that no such partial acceptance shall reduce the portion of the principal amount of a Security not redeemed to less than, $1,000; and provided further that so long as the Securities are listed on any national securities exchange (as such term is defined in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement AssetsExchange Act), such selection shall be made by the Trustee in accordance with the provisions of such exchange. The Company Subject to and as permitted by the terms of this Indenture and the terms of any release or subordination contemplated in Section 1405 hereof, Holdings or such Subsidiary, as the case may be, may apply shall cause such Net Cash Proceeds derived from the Net Available Proceeds from each sale of Collateral in an Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability be deposited in the case of revolving credit borrowings); PROVIDED, HOWEVER, that Collateral Account on the business day on which such acquisition Net Cash Proceeds are received by Holdings or such repurchase Subsidiary. Collateral Proceeds (including any earnings thereon) may be released from the Collateral Account only in accordance with Section 1404. Notwithstanding the above, the Company shall not engage, directly or repayment shall be made within 365 days after the consummation of the relevant indirectly, in any Asset Sale. Any SECTION 1018. Application of Net Available Cash Proceeds in Event of Loss. Subject to and as permitted by the terms of this Indenture and the terms of any release or subordination contemplated in Section 1405 hereof, in the event that Holdings or any Subsidiary suffers any Event of Loss to any Collateral, on or before the 365th day after the date that Holdings or such Subsidiary receives any Net Cash Proceeds from any Asset Sale that are not used such Event of Loss to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 millionCollateral, the Company shall, or at any time after receipt shall use all of Excess Proceeds, the Company may, at its option, Net Cash Proceeds from such Event of Loss to make a pro rata either (i) an offer to purchase (an the "Asset Sale Event of Loss Offer") to purchase from all Holders an aggregate holders of Securities up to a maximum principal amount (expressed as a multiple of Notes $1,000) of Securities equal to the Excess Proceeds, Net Cash Proceeds at a purchase price in cash equal to 100% of the outstanding principal amount thereof plus accrued interestand unpaid interest thereon, if any, to the purchase datedate of purchase; or (ii) a Permitted Related Investment, upon consummation of which the Trustee shall have received a first priority fully perfected security interest in the property on assets acquired by Holdings or any of its Subsidiaries in connection therewith, subject to and as permitted by the terms of this Indenture and the terms of any release or subordination contemplated by Section 1405 hereof; provided, that the Company shall not be required to make any Event of Loss Offer if the Net Cash Proceeds of all Events of Loss to and Asset Sales of Collateral that are not used to make a Permitted Related Investment within 365 days or 180 days, respectively, do not exceed $5 million. Each Event of Loss Offer shall remain open for a period of at least 20 Business Days. To the extent the Event of Loss Offer is not fully subscribed to by the holders of the Securities, Holdings or the relevant Subsidiary may retain such unutilized portion of the Net Cash Proceeds. If the Event of Loss Offer is more than fully subscribed to by the Holders of the Securities, the particular Securities to be accepted shall be selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection of portions of the principal of Securities; provided, however, that no such partial acceptance shall reduce the portion of the principal amount of a Security not redeemed to less than $1,000; and provided further that so long as the Securities are listed on any national securities exchange (as such term is defined in the Exchange Act), such selection shall be made by the Trustee in accordance with the procedures set forth in this Indenture. Upon completion provisions of such Asset Sale Offer, exchange. Subject to and as permitted by the amount terms of Excess Proceeds shall be reset to zero this Indenture and the Company terms of any release or subordination contemplated in Section 1405 hereof, Holdings or such Subsidiary, as the case may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (includingbe, without limitation, any applicable requirements shall cause such Net Cash Proceeds derived from the loss of Rule 14e-1 under the Exchange Act) Collateral to be deposited in the event that an Asset Sale Offer is required under Collateral Account on the circumstances described hereinBusiness Day on which such Net Cash Proceeds are received by Holdings or such Subsidiary. Collateral Proceeds (including any earnings thereon) may be released from the Collateral Account only in accordance with Section 1404.

Limitation on Asset Sales. (a) The Company will not engage innot, and will not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide toSale, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company (or such the 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 (measured as of the Property; date of the definitive agreement with respect to such Asset Sale) of the assets or Capital Interests issued or sold or otherwise disposed of; (b2) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (or received in the assumption of Indebtedness of Asset Sale by the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may apply is in the Net Available Proceeds from each form of cash or Eligible Cash Equivalents; and (3) to the extent that any consideration received by the Company or any Restricted Subsidiary in such Asset Sale constitutes assets that are of a type or class that constitutes Collateral, such assets are added to the Collateral securing the Notes and the Note Guarantees, as applicable, in the manner and to the extent required by this Indenture or any of the Collateral Documents. For purposes of clause (2) of this Section 4.16(a) and for no other purpose, each of the following will be deemed to be cash: (i) any liabilities, as shown on the most recent consolidated balance sheet of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption or novation agreement that releases the Company or such Restricted Subsidiary from further liability with respect thereto; (ii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of their receipt to the extent of the cash received in that conversion; and (iii) any Designated Non-cash Consideration received by the Company or any such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed (A) $25.0 million prior to a Covenant Reset Event and (B) the greater of (x) to the acquisition of one or more Replacement Assets, or $50.0 million and (y) 2.5% of the Consolidated Total Assets of the Company and its Restricted Subsidiaries at the time of the receipt of such Designated Non-cash Consideration after a Covenant Reset Event, in each case, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to repurchase or repay Senior Debt subsequent changes in value. (b) Within 365 days after the receipt of any Net Available Cash from an Asset Sale, or, if with a permanent reduction respect to clauses (3), (4) and (5) of availability in the case of revolving credit borrowingsthis Section 4.16(b); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation receipt of the relevant Asset Sale. Any any Net Available Proceeds Cash from any Asset Sale the Company or any Restricted Subsidiary entered into a contractual commitment pursuant to a binding agreement with the good faith expectation to apply any such Net Available Cash within 180 days of such commitment (an “Acceptable Commitment”), then, within the later of 365 days after the receipt of such Net Available Cash and 180 days from the date of the Acceptable Commitment, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Available Cash at its option to any combination of the following: (1) to permanently reduce (and permanently reduce commitments with respect thereto): (A) Debt under the Senior Credit Facilities, (B) other First Priority Lien Obligations of the Company or a Guarantor or (C) Debt of a Non-Guarantor Subsidiary, in each case, other than Debt owed to the Company or an Affiliate of the Company; (2) to permanently repay or reduce other Pari Passu Lien Obligations, other than Debt owed to the Company or an Affiliate of the Company; provided that if the Company shall so reduce any such Pari Passu Lien Obligations, the Company shall equally and ratably reduce Obligations under the Notes as provided either, at the Company’s option, under Section 3.07, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in this Section 4.16 for an Offer to Purchase) to all Holders of Notes to purchase some or all of their Notes at a purchase price equal to 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be paid; (3) if the assets disposed of in the Asset Sale were not Collateral, to permanently repay or reduce other Pari Passu Debt, other than Debt owed to the Company or an Affiliate of the Company; (4) to acquire all or substantially all of the assets or a line of business of, or any Capital Interests of, another Person engaged in a Permitted Business, if, after giving effect to any such acquisition of Capital Interests, such Person is or becomes a Restricted Subsidiary of the Company; (5) to make capital expenditures (including any capitalized software development costs) in or that are used or useful in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in accordance with the provisions of this Indenture; (6) to acquire other assets that are not classified as current assets under GAAP that are used or useful in a Permitted Business; provided that, to so acquire Replacement Assets the extent that any such assets are of a type or class that constitutes Collateral, such assets are added to repurchase the Collateral securing the Notes and the Note Guarantees, as applicable, in the manner and to the extent required by this Indenture or repay Senior Debt within 365 days after consummation any of the relevant Collateral Documents; or (7) any combination of the foregoing; provided that pending the final application of any such Net Available Cash in accordance with clause (1), (2), (3), (4), (5), (6) or (7) of this Section 4.16(b), the Company or any Restricted Subsidiary may temporarily reduce revolving credit borrowings under any Debt Facility or otherwise invest the Net Available Cash in any manner not prohibited by this Indenture. (c) Any Net Available Cash from Asset Sale Sales that are not applied or invested as provided in Section 4.16(b) will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds (x) $10 million25.0 million prior to a Covenant Reset Event or (y) $50.0 million after a Covenant Reset Event, the Company shallwill, or at any time after receipt of Excess Proceeds, the Company may, at its optionwithin 30 days thereof, make an Offer to Purchase to all Holders of Notes (on a pro rata offer basis among the Notes), and to all holders of other Pari Passu Lien Obligations (an "Asset Sale Offer"and, in the case of a disposition of assets that are not Collateral, the holders of any Pari Passu Debt) containing provisions similar to purchase from all Holders an aggregate those set forth in this Indenture with respect to offers to purchase, the maximum principal amount of Notes equal to and such other Pari Passu Lien Obligations (or other Pari Passu Debt) that may be purchased out of the Excess Proceeds, at a . The offer price in cash any Offer to Purchase will be equal to 100% of the outstanding principal amount thereof amount, plus accrued and unpaid interest, if any, to to, but not including, the date of purchase dateand will be payable in cash, in accordance with the procedures set forth in the definition of Offer to Purchase or the agreements governing the Pari Passu Lien Obligations (or the other Pari Passu Debt), as applicable, in the case of the Notes in integral multiples of $1,000 (or if a PIK Payment has been made, in integral multiples of $1.00); provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $150,000 (or if a PIK Payment has been made, less than $1.00), then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $150,000 (or if a PIK Payment has been made, $1.00). The Company shall commence an Offer to Purchase with respect to Excess Proceeds by mailing (or otherwise delivering in accordance with the applicable procedures of the Depositary) the notice required pursuant to the definition of Offer to Purchase to the Holders, with a copy to the Trustee. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those funds for any purpose not otherwise prohibited by this IndentureIndenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount of Notes and other Pari Passu Lien Obligations (or other Pari Passu Debt) tendered in such Offer to Purchase exceeds the amount of Excess Proceeds, the Company will select the Notes and such other Pari Passu Lien Obligations (or such other Pari Passu Debt) 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 $150,000 or any integral multiple of $1,000 in excess thereof will be purchased (or if a PIK Payment has been made, in denominations of $1.00 and any integral multiple of $1.00 in excess thereof)). Upon completion of such Asset Sale Offereach Offer to Purchase, the amount of Excess Proceeds shall will be reset at zero. (d) If the Purchase Date is on or after an applicable Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to zero and the Company may use any remaining amount for general corporate purposes. Purchase Date will be paid on the Purchase Date to the Person in whose name a Note is registered at the close of business on such record date. (e) The Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the event extent that an the provisions of any securities laws or regulations conflict with the Asset Sale Offer is required provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the circumstances described hereinAsset Sale provisions of this Indenture by virtue of such compliance.

Limitation on Asset Sales. The Company will not engage inshall not, and will shall not permit any Subsidiary to, in the ordinary course of business or otherwise, sell, lease, convey, transfer or otherwise dispose of any of the Company’s, or of any such Subsidiary’s, assets (including Capital Stock and warrants, options or other rights to engage inacquire Capital Stock) (an “Asset Sale”), any other than pursuant to a Permitted Asset Sale or a Limited Permitted Asset Sale, unless (aA) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company receives, or such Subsidiarythe relevant Subsidiary receives, 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 (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors of the Property; (b) except in the case of an Asset Sale described in clause (a)Company, at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the assets subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, and (B) within 365 days after the total non-cash consideration held by receipt of any Net Proceeds from an Asset Sale, the Company from all such Asset Sales does not exceed $10 million, and (d) or the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such relevant Subsidiary, as the case may be, may shall apply all such Net Proceeds to: (a) repay or prepay indebtedness under any Credit Facility secured by a lien on assets of the Net Available Proceeds from each Asset Sale Company or any Subsidiary; (xb) to acquire all or substantially all of the acquisition of one or more Replacement Assetsassets of, or (y) to repurchase or repay Senior Debt (with any Capital Stock of, a permanent reduction of availability person primarily engaged in a Permitted Business; provided, that in the case of revolving credit borrowings); PROVIDEDthe acquisition of Capital Stock of any Person, HOWEVER, that such acquisition Person is or such repurchase or repayment shall be made within 365 days after the consummation becomes a Subsidiary of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale Company and will be subject to all restrictions described in this First Supplemental Indenture as applying to Subsidiaries of the Company existing on the Issue Date; (c) make a capital expenditure; (d) acquire other assets that are not classified as current assets under US GAAP and that are used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make useful in a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules Permitted Business (including, without limitation, Vessels and Related Assets); (e) repay unsecured senior indebtedness of the Company or any applicable requirements Subsidiary (including any redemption, repurchase, retirement or other acquisition of Rule 14e-1 the Notes); and (f) any combination of the transactions permitted by the foregoing clauses (a) through (e), provided, that any sale, assignment, conveyance, transfer or lease of all or substantially all of the Company’s properties and assets to any Person or Persons (whether in a single transaction or a series of related transactions) will be governed by the provisions described under Section 4.01 of this First Supplemental Indenture and Article 5 of the Exchange ActIndenture and not by the provisions of this Section 6.06. A (1) binding contract to apply the Net Proceeds in accordance with clauses (b) through (d) above shall toll the 365-day period in respect of such Net Proceeds or (2) determination by the Company to apply all or a portion of such Net Proceeds toward the exercise of an outstanding purchase option contract shall toll the 365-day period in respect of such Net Proceeds or portion thereof, in each case, for a period not to exceed 365 days or, in the case of a binding contract to acquire one or more Vessels, until the end of the construction or delivery period specified in such binding contract, as the same may be extended, from the expiration of the aforementioned 365-day period, provided, that such binding contract and such determination by the Company, in each case, shall be treated as a permitted application of Net Proceeds from the date of such binding contract or determination until and only until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) (i) in the event case of a construction contract or any exercised purchase option contract, the date of expiration or termination of such construction contract or exercised purchase option contract and (ii) in all other cases, the 365th day following the expiration of the aforementioned 365-day period. Pending the final application of any Net Proceeds, the Company or any of its Subsidiaries may apply Net Proceeds to the repayment or reduction of outstanding indebtedness or otherwise invest the Net Proceeds in any manner that an is not prohibited by the Indenture. If a Limited Permitted Asset Sale Offer occurs at any time, the Company must, within 30 days of such Limited Permitted Asset Sale, make pursuant to Article V of this First Supplemental Indenture an offer to purchase Notes having a principal amount equal to the Excess Proceeds of such Limited Permitted Asset Sale. The price that the Company will be required to pay (the “Limited Permitted Asset Sale Purchase Price”) is required under equal to 101% of the circumstances principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but excluding, the Limited Permitted Asset Sale Purchase Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 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 $25.00 principal amount will be purchased. The “Limited Permitted Asset Sale Purchase Date” will be a date specified by the Company that is not less than 20 or more than 35 calendar days following the date of the Limited Permitted Asset Sale notice as described hereinin Article V of this First Supplemental Indenture. Any Notes purchased by the Company pursuant to such offer to purchase will be paid for in cash.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Subsidiary to engage inof its Subsidiaries, any Asset Sale unless (a) except in the case of (i) directly or indirectly, to, consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, receives consideration (including non-cash consideration, whose fair market value shall be determined in good faith by the Board of Directors of the Company or such Subsidiary, as evidenced by a Board Resolution) at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Property; assets sold or otherwise disposed of (bas determined in good faith by its Board of Directors, as evidenced by a Board Resolution); (2) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held received by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each shall be cash or Cash Equivalents; provided that this clause (2) shall not prohibit any Asset Sale (x) to for which the Company or such Subsidiary, as the case may be, receives 100% of the consideration, directly or through the acquisition of one or more Replacement AssetsCapital Stock of a Person, or in operating assets; and (y3) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDEDan Asset Sale by the Company or any of its Subsidiaries, HOWEVER, that the Company shall commit to apply the Net Cash Proceeds of such acquisition or such repurchase or repayment shall be made Asset Sale within 365 300 days after of the consummation of the relevant such Asset Sale. Any , and shall apply such Net Available Cash Proceeds from any within 360 days of receipt thereof (i) to invest in the businesses that the Company and its Recourse Subsidiaries are engaged in at the time of such Asset Sale that are not used or any like or related business, (ii) to so acquire Replacement Assets pay or to repurchase or repay Senior satisfy any Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When Company or any of its Subsidiaries (other than Debt which is subordinated by its terms to the aggregate amount Securities) or Preferred Stock of Excess Proceeds exceeds $10 milliona Subsidiary, including the Company shallDebt referred to in the last sentence of the definition thereof or make provision for the payment thereof, through an escrow or at any time after receipt of Excess Proceedsother fund, and/or (iii) to offer to purchase the Company may, at its option, make Securities in a pro rata tender offer (an a "Asset Sale Net Proceeds Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a redemption price in cash equal to 100% of the outstanding principal amount thereof plus accrued interestinterest thereon to the date of purchase; provided, if anyhowever, that the Company shall, to the extent required under the indentures governing the Deferred Coupon Notes, the 2006 Notes and 2007 Notes, first offer to purchase dateany outstanding Deferred Coupon Notes in a tender offer at a redemption price equal to 100% of the accreted value thereof to the date of redemption, and then offer to purchase any outstanding 2006 Notes, in a tender offer at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to the date of purchase, and then offer to purchase any outstanding 2007 Notes, in a tender offer at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to the date of repurchase, provided, further, however, that the Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales to be applied pursuant to this clause (3)(iii) equal or exceed $25,000,000; provided that (i) the Company and its Subsidiaries may retain up to $7,000,000 of Net Cash Proceeds from Asset Sales in any twelve-month period (without complying with clause (3)), and (ii) any Asset Sale that would result in a Change of Control shall not be governed by this Section 4.15 but shall be governed by the provisions described under Section 4.14 and paragraph 5(a) of the Securities. (b) Notice of a Net Proceeds Offer shall be mailed or caused to be mailed, by first class mail, by the Company, within 300 days after the relevant Asset Sale to all Holders at their last registered addresses as of a date within 15 days prior to 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 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 4.15 and that all Securities tendered will be accepted for payment; provided that, if the aggregate principal amount of Securities tendered in a Net Proceeds Offer exceeds the aggregate amount available for the Net Proceeds Offer, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company, so that only Securities in denominations of $1,000 or multiples thereof shall be purchased); (2) the purchase price and the purchase date (which shall be determined in accordance with Section 4.15(a)) (the procedures set "Proceeds Purchase Date ); (3) that any Security not tendered will continue to accrue interest; (4) that, unless there is a default in making payment therefor, any Security 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 Security purchased pursuant to a 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 address specified in the notice prior to the close of business on the 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 two Business Days prior to the Proceeds Purchase Date, a facsimile transmission or letter setting forth in this Indenture. Upon completion the name of such Asset Sale Offerthe Holder, the principal amount of Excess Proceeds shall the Securities the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his or her election to have such Securities purchased; and (7) that Holders whose Securities are purchased only in part will be reset issued new Securities in a principal amount equal to zero and the Company may use any remaining amount for general corporate purposesunpurchased portion of the Securities surrendered. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange ActAct and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Securities pursuant to a Net Proceeds Offer. On or before the Proceeds Purchase Date, the Company or such Subsidiary of the Company, as the case may be, shall (i) accept for payment Securities or portions thereof tendered pursuant to the Net Proceeds Offer which are to be purchased in accordance with item (b)(l) above, (ii) deposit with the event that Paying Agent money sufficient to pay the purchase price of all Securities to be purchased and (iii) deliver to the Trustee Securities so accepted together with an Asset Sale Offer is required under Officers' Certificate stating the circumstances described hereinSecurities 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. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Restricted Subsidiary to to, engage in, in any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; Properties sold or otherwise disposed of pursuant to the Asset Sale, (bii) except in the case of an Asset Sale described in clause (a), at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, in respect of such consideration Asset Sale consists of cash, Cash Proceeds (Equivalents or properties used in the assumption of Indebtedness Oil and Gas Business of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, its Restricted Subsidiaries and (diii) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (bi) and (cii) of this Section 10.17(a); PROVIDED, HOWEVER, . The amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Company or such Restricted Subsidiary that is expressly assumed by the requirement set forth transferee in clause (b) shall not apply to an such Asset Sale in and with respect to which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, shall be deemed to be cash or Cash Equivalents for purposes of clause (ii) and shall also be deemed to constitute a repayment of, and a permanent reduction in, the amount of such Indebtedness for purposes of the following paragraph. (b) If the Company or any Restricted Subsidiary engages in an Asset Sale, the Company or such Restricted Subsidiary may either, no later than 360 days after such Asset Sale, (i) apply all or any of the Net Available Proceeds from therefrom to repay Senior Indebtedness (including Senior Notes) or Pari Passu Indebtedness (provided that, in connection with the reduction of Pari Passu Indebtedness, the Company or such Restricted Subsidiary shall redeem pro rata portion of the Securities pursuant to Article XI hereof) of the Company or any Restricted Subsidiary, provided in each Asset Sale case that the related loan commitment (xif any) to is thereby permanently reduced by the acquisition amount of one or more Replacement Assetssuch Indebtedness so repaid, or (yii) to repurchase invest all or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation any part of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale thereof in Properties that are not will be used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation in the Oil and Gas Business of the relevant Asset Sale Company or its Restricted Subsidiaries, as the case may be. The amount of such Net Available Proceeds not applied or invested as provided in this paragraph shall constitute "Excess Proceeds." " (c) When the aggregate amount of Excess Proceeds equals or exceeds $10 million10,000,000 (the "Trigger Date"), the Company shallshall make an offer to purchase, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders of the Securities, an aggregate principal amount of Notes Securities equal to such Excess Proceeds as follows: (1) Not later than the 30th day following the Trigger Date, the Company shall give to the Trustee in the manner provided in Section 15.4 hereof and each Holder of the Securities in the manner provided in Section 15.5 hereof, a notice (a "Purchase Notice") offering to purchase (a "Net Proceeds Offer") from all Holders of the Securities the maximum principal amount (expressed as a multiple of $1,000) of Securities that may be purchased out of an amount (the "Payment Amount") equal to such Excess Proceeds, at a . (2) The offer price for the Securities shall be payable in cash in an amount equal to 100% of the outstanding aggregate principal amount thereof of the Securities tendered pursuant to a Net Proceeds Offer (the "Offered Price"), plus accrued and unpaid interest, if any, to the purchase datedate such Net Proceeds Offer is consummated, in accordance with paragraph (d) of this Section. To the procedures set forth in this Indentureextent that the aggregate Offered Price of the Securities tendered pursuant to a Net Proceeds Offer is less than the Payment Amount relating thereto (such shortfall constituting a "Net Proceeds Deficiency"), the Company may use such Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the limitations of Section 10.10 hereof. (3) If the aggregate Offered Price of Securities validly tendered and not withdrawn by Holders thereof exceeds the Payment Amount, Securities to be purchased will be selected on a pro rata basis by the Trustee based on the aggregate principal amount of Securities so tendered. Upon completion of such Asset Sale a Net Proceeds Offer, the amount of Excess Proceeds shall be reset to zero zero. (4) The Purchase Notice shall set forth a purchase date (the "Net Proceeds Payment Date"), which shall be on a Business Day no earlier than 30 days nor later than 60 days from the Trigger Date. The Purchase Notice shall also state (i) that a Trigger Date with respect to one or more Asset Sales has occurred and that such Holder has the right to require the Company may use to repurchase such Holder's Securities at the Offered Price, subject to the limitations described in the foregoing paragraph (3), (ii) any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of information regarding such Net Proceeds Offer required to be furnished pursuant to Rule 14e-1 13e-1 under the Exchange ActAct and any other securities laws and regulations thereunder, (iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest, (iv) that, unless the Company defaults in depositing money with the Paying Agent in accordance with the last paragraph of clause (d) of this Section 10.17, or payment is otherwise prevented, any Security, or portion thereof, accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Payment Date, and (v) the instructions a Holder must follow in order to have his Securities repurchased in accordance with paragraph (d) of this Section. (d) Holders electing to have Securities purchased will be required to surrender such Securities to the Paying Agent at the address specified in the event that an Asset Sale Offer is required under Purchase Notice at least five Business Days prior to the circumstances described herein.Net Proceeds Payment Date. Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three Business Days prior to the Net Proceeds Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the certificate number(s) (in the case of Physical Securities) and principal amount of the Securities

Limitation on Asset Sales. The Company will not engage inshall not, and will shall not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the The Company or such the 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 Property; assets or Equity Interests issued or sold or otherwise disposed of; and (b2) except in the case of an Asset Sale described in clause (a), at least 75% of the consideration received by the Company or such consideration consists Restricted Subsidiary, as the case may be, in such Asset Sale is in the form of cash, Cash Proceeds Equivalents or Replacement Assets; provided that to the extent the assets disposed of constituted Collateral, any Replacement Assets received constitute Collateral. For purposes of this provision, each of the following will be deemed to be cash: (a) any liabilities (as shown on the most recent consolidated balance sheet of the Company (or any direct or indirect parent of the assumption Company) or in the notes thereto or, if incurred, increased, or decreased subsequent to the date of Indebtedness such balance sheet, such liabilities that would have been reflected on such balance sheet or in the notes thereto if such incurrence, increase or decrease had taken place on the date of such balance sheet, as reasonably determined in good faith by the Company) of the Company or such a Restricted Subsidiary relating (other than contingent liabilities and liabilities that are by their terms subordinated to the Capital Stock Notes or Property any Note Guarantee) that was are assumed by the subject transferee (or a third party on behalf of the transferee) of any such Asset Sale and the release of assets pursuant to an agreement that releases or indemnifies the Company or such Restricted Subsidiary (or a third party on behalf of the transferee), as the case may be, from Indebtednessfurther liability; (b) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (b); , less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or payment of, or collected on or with respect to any such Designated Non-cash Consideration, not to exceed 5.0% of Consolidated Total Assets at the time of receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and (c) any securities, notes or other obligations or assets received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of their receipt to the extent of the cash or Cash Equivalents received in that conversion; Within 365 days after giving effect to such the receipt of any Net Cash Proceeds from an Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such the applicable Restricted Subsidiary, as the case may be, may apply the (or cause to be applied) such Net Available Cash Proceeds from each Asset Sale at its option: (1) (x) to the acquisition extent such Net Cash Proceeds constitute proceeds from the sale of one or more Replacement AssetsCollateral, to repay First Lien Obligations, or (y) to repurchase the extent such Net Cash Proceeds constitute proceeds from the sale of assets not constituting Collateral, to repay any Debt of a Restricted Subsidiary that is not a Guarantor; (2) to prepay, repay or purchase (or offer to prepay, repay Senior Debt or purchase, as applicable) the Notes and any other Second Lien Obligations on a pro rata basis; provided that any repayment, prepayment or purchase of (or offer to repay, prepay or purchase) obligations under the Notes shall be made (x) as provided in Section 3.7, (y) through open-market purchases (to the extent such purchases are at or above 100% of the principal amount of the Notes purchased, plus accrued and unpaid interest to but excluding the date of purchase) or (z) by making an Offer to Purchase (in accordance with the procedures set forth below with respect to Excess Proceeds) to all holders of Notes to purchase their Notes (at 100% of the principal amount of the Notes purchased, plus accrued and unpaid interest to but excluding the date of purchase); (3) to make capital expenditures or expenditures for maintenance, repair or improvement of existing properties and assets; provided that to the extent such Net Cash Proceeds constitute proceeds from the disposition of Collateral, such properties and assets constitute Collateral; (4) to acquire Replacement Assets; provided that to the extent such Net Cash Proceeds constitute proceeds from the disposition of Collateral, such Replacement Assets also constitute Collateral; or (5) any combination of the foregoing; or enter into a permanent reduction binding commitment regarding clauses (3) or (4) above; provided that such binding commitment shall be treated as a permitted application of availability in Net Cash Proceeds from the case date of revolving credit borrowings); PROVIDED, HOWEVER, that such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) the 180th day following the expiration of the aforementioned 365 day period. If such repurchase acquisition or repayment expenditure is not consummated on or before such 180th day and the Company or such Restricted Subsidiary shall not have applied such Net Cash Proceeds pursuant to clauses (1) through (5) of this paragraph on or before such 180th day, such commitment shall be made within 365 days after deemed not to have been a permitted application of Net Cash Proceeds on such 180th day. Pending the consummation final application of any such Net Cash Proceeds, the relevant Asset SaleCompany or a Restricted Subsidiary may temporarily reduce Debt under Credit Facilities or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by this Indenture. Any Net Available Cash Proceeds from any Asset Sale Sales that are not used to so acquire Replacement Assets applied or to repurchase or repay Senior Debt within 365 days after consummation invested as provided in the third paragraph of the relevant Asset Sale this Section 4.10 will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $10 75.0 million, within thirty days thereof, the Company shall, or at any time after receipt will make an Offer to Purchase to all Holders and all holders of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") Pari Passu Debt containing provisions similar to those set forth in this Indenture with respect to offers to purchase from all Holders an aggregate or redeem with the proceeds of sales of assets, in each case, equal to the maximum principal amount of Notes equal to and such other Pari Passu Debt that may be purchased out of the Excess Proceeds, at a . The offer price in cash any such Offer to Purchase will be equal to 100% of the outstanding principal amount thereof of the Notes purchased, plus accrued interestand unpaid interest to but excluding the date of purchase, if anyand will be payable in cash. If any Excess Proceeds remain after consummation of such an Offer to Purchase, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture and such remaining amount shall not be added to the purchase date, in accordance with the procedures set forth in any subsequent Excess Proceeds for any purpose under this Indenture. If the aggregate principal amount of Notes and such other Pari Passu Debt tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the Company will select such other Pari Passu Debt to be purchased on a pro rata basis as between the Notes and Pari Passu Debt. Upon completion of such Asset Sale Offereach Offer to Purchase, the amount of Excess Proceeds shall will be reset at zero. Any such Offer to zero and Purchase will be conducted in accordance with the procedures specified in Section 3.8. To the extent that any portion of Net Cash Proceeds payable in respect of the Notes is denominated in a currency other than U.S. Dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. Dollars that is actually received by the Company may use any remaining amount for general corporate purposesupon converting such portion into U.S. Dollars. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the event extent that an Asset Sale Offer is required the provisions of any securities laws or regulations conflict with Section 3.8 or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the circumstances described hereinSection 3.8 or this Section 4.10 by virtue of such compliance.

Limitation on Asset Sales. The Company will not engage inshall not, and will shall not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the The Company or such the 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 Propertyassets or Equity Interests issued or sold or otherwise disposed of; and (b2) except in the case of an Asset Sale described in clause (a), at least 75% of the consideration received by the Company or such consideration consists Restricted Subsidiary, as the case may be, in such Asset Sale is in the form of cash, Cash Proceeds Equivalents or Replacement Assets; provided that to the extent the assets disposed of constituted Collateral, any Replacement Assets received constitute Collateral. For purposes of this provision, each of the following will be deemed to be cash: (a) any liabilities (as shown on the most recent consolidated balance sheet of the Company (or any direct or indirect parent of the assumption Company) or in the notes thereto or, if incurred, increased, or decreased subsequent to the date of Indebtedness such balance sheet, such liabilities that would have been reflected on such balance sheet or in the notes thereto if such incurrence, increase or decrease had taken place on the date of such balance sheet, as reasonably determined in good faith by the Company) of the Company or such a Restricted Subsidiary relating (other than contingent liabilities and liabilities that are by their terms subordinated to the Capital Stock Notes or Property any Note Guarantee) that was are assumed by the subject transferee (or a third party on behalf of the transferee) of any such Asset Sale and the release of assets pursuant to an agreement that releases or indemnifies the Company or such Restricted Subsidiary (or a third party on behalf of the transferee), as the case may be, from Indebtednessfurther liability; (b) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (b), less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or payment of, or collected on or with respect to any such Designated Non-cash Consideration, not to exceed 5.0% of Consolidated Total Assets at the time of receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and (c) any securities, notes or other obligations or assets received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of their receipt to the extent of the cash or Cash Equivalents received in that conversion; Within 365 days after giving effect to such the receipt of any Net Cash Proceeds from an Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such the applicable Restricted Subsidiary, as the case may be, may apply the (or cause to be applied) such Net Available Cash Proceeds from each Asset Sale at its option: (1) (x) to the acquisition extent such Net Cash Proceeds constitute proceeds from the sale of one or more Replacement AssetsCollateral, to repay First Lien Obligations, or (y) to repurchase the extent such Net Cash Proceeds constitute proceeds from the sale of assets not constituting Collateral, to repay any Debt of a Restricted Subsidiary that is not a Guarantor; (2) to prepay, repay or purchase (or offer to prepay, repay Senior Debt or purchase, as applicable) the Notes and any other Additional Second Lien Obligations on a pro rata basis; provided that any repayment, prepayment or purchase of (or offer to repay, prepay or purchase) obligations under the Notes shall be made (x) as provided in Section 3.7, (y) through open-market purchases (to the extent such purchases are at or above 100% of the principal amount of the Notes purchased, plus accrued and unpaid interest to but excluding the date of purchase) or (z) by making an Offer to Purchase (in accordance with the procedures set forth below with respect to Excess Proceeds) to all holders of Notes to purchase their Notes (at a permanent reduction purchase price of availability in 100% of the case principal amount of revolving credit borrowingsthe Notes purchased, plus accrued and unpaid interest to but excluding the date of purchase); (3) to make capital expenditures or expenditures for maintenance, repair or improvement of existing properties and assets; PROVIDEDprovided that to the extent such Net Cash Proceeds constitute proceeds from the disposition of Collateral, HOWEVERsuch properties and assets constitute Collateral; (4) to acquire Replacement Assets; provided that to the extent such Net Cash Proceeds constitute proceeds from the disposition of Collateral, such Replacement Assets also constitute Collateral; or (5) any combination of the foregoing; or enter into a binding commitment regarding clauses (3) or (4) above; provided that such binding commitment shall be treated as a permitted application of Net Cash Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) the 180th day following the expiration of the aforementioned 365 day period. If such repurchase acquisition or repayment expenditure is not consummated on or before such 180th day and the Company or such Restricted Subsidiary shall not have applied such Net Cash Proceeds pursuant to clauses (1) through (5) of this paragraph on or before such 180th day, such commitment shall be made within 365 days after deemed not to have been a permitted application of Net Cash Proceeds on such 180th day. Pending the consummation final application of any such Net Cash Proceeds, the relevant Asset SaleCompany or a Restricted Subsidiary may temporarily reduce Debt under Credit Facilities or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by this Indenture. Any Net Available Cash Proceeds from any Asset Sale Sales that are not used to so acquire Replacement Assets applied or to repurchase or repay Senior Debt within 365 days after consummation invested as provided in the third paragraph of the relevant Asset Sale this Section 4.10 will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $10 25.0 million, within thirty days thereof, the Company shall, or at any time after receipt will make an Offer to Purchase to all Holders and all holders of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") Pari Passu Debt containing provisions similar to those set forth in this Indenture with respect to offers to purchase from all Holders an aggregate or redeem with the proceeds of sales of assets, in each case, equal to the maximum principal amount of Notes equal to and such other Pari Passu Debt that may be purchased out of the Excess Proceeds, at a . The offer price in cash any such Offer to Purchase will be equal to 100% of the outstanding principal amount thereof of the Notes purchased, plus accrued interestand unpaid interest to but excluding the date of purchase, if anyand will be payable in cash. If any Excess Proceeds remain after consummation of such an Offer to Purchase, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture and such remaining amount shall not be added to the purchase date, in accordance with the procedures set forth in any subsequent Excess Proceeds for any purpose under this Indenture. If the aggregate principal amount of Notes and such other Pari Passu Debt tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the Company will select such other Pari Passu Debt to be purchased on a pro rata basis as between the Notes and Pari Passu Debt. Upon completion of such Asset Sale Offereach Offer to Purchase, the amount of Excess Proceeds shall will be reset at zero. Any such Offer to zero and Purchase will be conducted in accordance with the procedures specified in Section 3.8. To the extent that any portion of Net Cash Proceeds payable in respect of the Notes is denominated in a currency other than U.S. Dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. Dollars that is actually received by the Company may use any remaining amount for general corporate purposesupon converting such portion into U.S. Dollars. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the event extent that an Asset Sale Offer is required the provisions of any securities laws or regulations conflict with Section 3.8 or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the circumstances described hereinSection 3.8 or this Section 4.10 by virtue of such compliance.

Limitation on Asset Sales. (a) The Company Issuer will not engage innot, and will not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any consummate an Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure Issuer (or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or 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 (evidenced by a resolution of the Property; Board of Directors of the Issuer set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (bii) except in the case of an Asset Sale described in clause (a), at least 75% of the consideration therefor received by the Issuer or such consideration consists Restricted Subsidiary is in the form of cash, Cash Proceeds Equivalents or properties and assets to be used in the Issuer's business or Equity Interests in a Person that becomes a Restricted Subsidiary and is received at the time of such disposition; provided that the amount of any Senior Debt or Guarantor Senior Debt (or as shown on the assumption of Indebtedness most recent consolidated balance sheet of the Company Issuer) of the Issuer or any Guarantor that is assumed by the transferee of any such assets pursuant to a customary novation agreement or other agreement that releases or indemnifies the Issuer or such Subsidiary relating Guarantor from further liability shall be deemed to be cash for purposes of this Section 4.16(a). (b) Within 365 days after the Capital Stock or Property that was the subject receipt of such Asset Sale and the release of the Company or such Subsidiary any Net Proceeds from Indebtedness); (c) after giving effect to such an Asset Sale, the total non-cash consideration held by Issuer or such Restricted Subsidiary may apply such Net Proceeds at its option, (i) to permanently repay, reduce, or secure letters of credit in respect of, Senior Debt and/or Guarantor Senior Debt (and to correspondingly reduce commitments with respect thereto in the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (acase of revolving borrowings), and/or (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (xii) to the acquisition of one a controlling interest in another business, the making of a capital expenditure or more Replacement AssetsPermitted Investment or the acquisition of other assets, in each case, for use in the same or a similar line of business as the Issuer or any Restricted Subsidiary was engaged in on the date of such Asset Sale or reasonable extensions thereof. Pending the final application of any such Net Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce indebtedness under the Senior Credit Facility (y) to repurchase or repay any alternative or subsequent revolving credit agreement where borrowings thereunder constitute Senior Debt (with a permanent reduction of availability and/or Guarantor Senior Debt) or otherwise invest such Net Proceeds in the case of revolving credit borrowings); PROVIDED, HOWEVER, any manner that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Saleis not prohibited by this Indenture. Any Net Available Proceeds from any Asset Sale Sales that are not used applied or invested as provided in the first sentence of this Section 4.16(b) will be deemed to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When " (c) Within 15 days after the date on which the aggregate amount of Excess Proceeds exceeds $10 10.0 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, Issuer will be required to make a pro rata an offer (an "Asset Sale Offer") to all Holders of Securities and holders of any other Pari Passu Debt outstanding with provisions requiring the Issuer to make an offer to purchase or redeem such indebtedness with the proceeds from any Asset Sale as follows: (i) the Issuer will make a written offer to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, Securities in accordance with the procedures set forth in this IndentureIndenture in the maximum principal amount (expressed as a multiple of $1,000) of Securities that may be purchased out of an amount (the "Security Amount") equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Securities, and the denominator of which is the sum of the outstanding principal amount of the Securities and such Pari Passu Debt (subject to proration in the event such amount is less than the aggregate Asset Sale Offered Price of all Securities tendered), and (ii) to the extent required by such Pari Passu Debt to permanently reduce the principal amount of such Pari Passu Debt, the Issuer will make an offer to purchase or otherwise repurchase or redeem Pari Passu Debt (an "Asset Sale Pari Passu Offer") in an amount (the "Pari Passu Debt Amount") equal to the excess of the Excess Proceeds over the Security Amount; provided that in no event will the Issuer be required to make an Asset Sale Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus the amount of any premium required to be paid to repurchase such Pari Passu Debt. Upon completion The offer price for the Securities will be payable in cash in an amount equal to 100% of the principal amount of the Securities, plus accrued and unpaid interest, if any, to the date (the "Asset Sale Offer Date") such Asset Sale Offer is consummated (the "Asset Sale Offered Price"). To the extent that the aggregate Asset Sale Offered Price of the Securities tendered pursuant to the Asset Sale Offer is less than the Security Amount relating thereto or the aggregate amount of Pari Passu Debt that is purchased in an Asset Sale Pari Passu Offer is less than the Pari Passu Debt Amount, the Issuer may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Securities and Pari Passu Debt surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased on a pro rata basis. Upon the completion of the purchase of all the Securities tendered pursuant to an Asset Sale Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds Proceeds, if any, shall be reset at zero. (d) If the Issuer becomes obligated to zero make an Asset Sale Offer pursuant to Section 4.16(c), the Securities and the Company Pari Passu Debt shall be purchased by the Issuer, at the option of the holders thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Asset Sale Offer is given to holders, or such later date as may use any remaining amount be necessary for general corporate purposes. the Issuer to comply with the requirements under the Exchange Act. (e) The Company Issuer will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and any other applicable securities laws or regulations in the event that connection with an Asset Sale Offer is required Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the circumstances described hereinthis Section 4.16 by virtue thereof.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Subsidiary of its Subsidiaries, directly or indirectly, to engage in, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, receives consideration (including non-cash consideration, whose fair market value shall be determined in good faith by the Board of Directors of the Company or such Subsidiary, as evidenced by a Board Resolution) at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Property; assets sold or otherwise disposed of (bas determined in good faith by the Board of Directors, as evidenced by a Board Resolution); (2) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held received by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each shall be cash or Cash Equivalents; provided, however, that this clause (2) shall not prohibit any Asset Sale (x) to for which the Company or such Subsidiary, as the case may be, receives 100% of the consideration, directly or through the acquisition of one or more Replacement AssetsCapital Stock of a Person, or in operating assets; (y3) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDEDan Asset Sale prior to the Spin Off by G-I Holdings or any of its Post-Spin Off Subsidiaries, HOWEVER, that the Company shall commit to apply the Net Cash Proceeds of such acquisition or such repurchase or repayment shall be made Asset Sale within 365 300 days after of the consummation of the relevant such Asset Sale. Any , and shall apply such Net Available Cash Proceeds from any Asset Sale within 360 days of receipt thereof (if such 360th day is prior to the Spin Off), (i) to invest in the businesses that are not used to so acquire Replacement Assets G-I Holdings and its Post-Spin Off Subsidiaries (or, on or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 millionDetermination Date, the Company shalland its Recourse Subsidiaries) are engaged in at the time of such Asset Sale or any like or related business, (ii) to pay the Debt referred to in the last sentence of the definition of "Debt" or at make provision for the payment thereof, through an escrow or other fund, (iii) to pay or satisfy Debt or Preferred Stock of any time after receipt of Excess ProceedsBMCA Subsidiary and/or (iv) to offer to purchase the Notes, the Company mayExchange Offer Notes, at its optionthe Senior Discount Notes due 1998 and Series B Discount Notes due 1998 of G-I Holdings (the "Discount Notes"), make the Series B 10% Senior Notes due 2006 of G-I Holdings and/or the 11-3/4% Senior Deferred Coupon Notes due 2004 of BMCA in a pro rata tender offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a redemption price in cash equal to 100% of the outstanding principal amount thereof plus accrued interestinterest thereon to the date of redemption (or, if anyin the case of such Discount Notes and, to the purchase dateextent provided in the indenture relating to such BMCA Notes, 100% of the accreted value thereof); provided, however, that the Company may defer making such an offer until the aggregate Net Cash Proceeds from Asset Sales to be applied pursuant to this clause (3)(iv) equal or exceed $20,000,000; and (4) in accordance with the procedures set forth in this Indenture. Upon completion case of an Asset Sale by the Company or any of its Post-Spin Off Subsidiaries, the Company or such Post-Spin Off Subsidiary, as the case may be, shall apply the Net Cash Proceeds of such Asset Sale within one year of receipt thereof (i) to invest in the businesses that the Company and its Post-Spin Off Recourse Subsidiaries (or, on or after the Determination Date, the Company and its Recourse Subsidiaries) are engaged in at the time of such Asset Sale or any like or related business, (ii) on or after the Determination Date, to pay the Debt referred to in the last sentence of the definition of "Debt" or make provision for the payment thereof, through an escrow or other fund, (iii) to pay or satisfy Debt or Preferred Stock of the Company or such Post-Spin Off Subsidiary, as the case may be, and/or (iv) to offer to purchase the Notes and the Exchange Offer Notes, on a pro rata basis, in a tender offer at a redemption price equal to 100% of the principal thereof plus accrued interest thereon to the date of redemption; provided, however, that, prior to the Spin Off, G-I Holdings shall, to the extent required under the indentures governing the Discount Notes and the 10% Senior Notes due 2006 of G-I Holdings (the "10% Notes"), first offer to purchase any outstanding Discount Notes and 10% Notes in a tender offer at a redemption price equal to, in the case of Discount Notes, 100% of the accreted value thereof, and in the case of 10% Notes, 100% of the principal thereof plus accrued interest thereon to the date of redemption; provided, further, however, that the Company may defer making any such offer until aggregate Net Cash Proceeds from Asset Sales to be applied pursuant to clause (4)(iv) equal or exceed $20,000,000; provided, however, that (i) the Company and its Subsidiaries may retain up to $5,000,000 of Net Cash Proceeds from Asset Sales in any twelve-month period (without complying with clause (3) or (4)) and (ii) any Asset Sale that would result in a Change of Control shall not be governed by this Section 4.20 but shall be governed by Section 4.19. (b) Notice of an offer to purchase the Notes pursuant to Section 4.20(a) (a "Net Proceeds Offer") shall be mailed or caused to be mailed, by first class mail, by the Company, within 300 days after the relevant Asset Sale to all Holders at their last registered addresses as of a date within 15 days prior to 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 this Section 4.20 and that all Notes tendered will be accepted for payment; provided that if the aggregate amount of Notes tendered in a Net Proceeds Offer exceeds the aggregate amount available for 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 and the purchase date (which shall be determined in accordance with Section 4.20(a)) (the "Proceeds Purchase Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless there is a default 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 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 two Business Days prior to the Proceeds Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Excess the Notes the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his or her election to have such Notes 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. On or before the Proceeds shall be reset to zero and Purchase Date, the Company or such Subsidiary, as the case may use any remaining amount be, shall (i) accept for general corporate purposespayment Notes or portions thereof tendered pursuant to the Net Proceeds Offer which are to be purchased in accordance with item (b)(1) above, (ii) deposit with the Paying Agent money sufficient to pay the purchase price 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 Company will comply with any applicable tender offer rules (includingPaying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price. For purposes of this Section 4.20, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in Trustee shall act as the event that an Asset Sale Offer is required under the circumstances described hereinPaying Agent.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will ------------------------- shall not permit any Subsidiary to engage inof its Restricted Subsidiaries, any directly or indirectly, to, consummate an Asset Sale unless (a) except in the case of Sale, unless: (i) an Asset Sale resulting from the requisition no Event of tide to, seizure Default shall have occurred and be continuing or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or shall occur as a consequence thereof; (ii) a Bargain Purchase Contract, the Company or such Restricted Subsidiary, as the case may be, receives net consideration at the time of such Asset Sale at least equal to the Fair Market Value (as evidenced by a Board Resolution of the Property; Company delivered to the Trustee) of the Property or assets sold or otherwise disposed of; (biii) except at least 75 percent of the consideration received in the case respect of an such Asset Sale described in clause (a), at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness of by the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, for such Property or assets consists of Cash Proceeds; provided, -------- however, that ------- in connection with an Asset Sale of receivables, 100 percent of the consideration received in respect of such Asset Sale by the Company or such Restricted Subsidiary, as the case may apply be, for such receivables shall consist of Cash Proceeds; and (iv) the Company or such Restricted Subsidiary, as the case may be, uses the Net Available Cash Proceeds from each such Asset Sale in the manner set forth in Section 4.08(b) hereof. (xb) Within 270 days after the closing of any Asset Sale, the Company or such Restricted Subsidiary, as the case may be, may, at its option: (i) reinvest an amount equal to the Net Cash Proceeds, or any portion thereof, from such Asset Sale in Telecommunications Assets; and/or (ii) apply an amount equal to such Net Cash Proceeds, or remaining Net Cash Proceeds, (A) to the acquisition permanent reduction of one Indebtedness of the Company (other than Indebtedness to a Restricted Subsidiary of the Company) that is pari passu in right of payment with the Senior Notes and the ---- ----- Convertible Notes; provided, however, that in connection with any such -------- ------- permanent reduction of Indebtedness of the Company, the Company shall apply, pro rata, a portion of such Net Cash Proceeds or more Replacement Assetsremaining Net Cash --- ---- Proceeds to the permanent reduction of the aggregate amount of Senior Notes and Convertible Notes outstanding, or (yB) to repurchase or repay Senior Debt (with a the permanent reduction of availability in the case Indebtedness of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation any Restricted Subsidiary of the relevant Asset SaleCompany that is pari passu ---- ----- in right of payment with such Restricted Subsidiary's Senior Note Guarantee and its Convertible Note Guarantee, if applicable (other than Indebtedness to the Company or another Restricted Subsidiary of the Company). Any Net Available Cash Proceeds from any Asset Sale that are not used applied pursuant to so acquire Replacement Assets clause (i) or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale (ii) above shall constitute "Excess Proceeds." When " (c) If at any time the aggregate amount of Excess Proceeds calculated as of such date exceeds $10 million5,000,000, the Company shall, or at any time after receipt within 30 days of the date on which such Excess ProceedsProceeds exceed $5,000,000, the Company mayuse such Excess Proceeds to make an offer, at its option, make a pro rata offer as described in Section 4.08(d) hereof (an "Asset Sale Offer") ), to purchase on a pro rata basis from all Holders of the Convertible --- ---- Notes in an aggregate principal amount of Notes equal to the maximum principal amount that may be purchased out of the then-existing Excess Proceeds, at a purchase price (the "Asset Sale Purchase Price") in cash equal to 100% 100 percent of the outstanding Accreted Value of such Convertible Notes on any Asset Sale Payment Date occurring prior to September 30, 1999, plus accrued and unpaid interest, if any, and Special Interest, if any, to such Asset Sale Payment Date, or 100 percent of the principal amount thereof at Stated Maturity of such Senior Notes on any Asset Sale Payment Date occurring on or after September 30, 1999, plus accrued and unpaid interest, if any, and Special interest, if any, to the purchase date, in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Payment Date; provided that, if any Senior Notes are -------- outstanding and the Senior Note Indenture has not been satisfied or discharged, the Company shall be required to apply the Excess Proceeds first to a Senior Note Asset Sale Offer (as described in the Senior Note Indenture) and to the substantially concurrent repayment or redemption of Pari Passu Indebtedness (if any) if required by the instruments relating to such Pari Passu Indebtedness (which repayment or redemption, in the case of a revolving credit arrangement or multiple advance arrangement, reduces the commitment thereunder) in the manner permitted by the Senior Note Indenture and to the extent that the aggregate amount paid pursuant to the Senior Note Asset Sale Offer and, if applicable, the repayment of Indebtedness as permitted by the Senior Note Indenture is less than such Excess Proceeds, the Company shall then make an Asset Sale Offer for such remaining portion of such Excess Proceeds within 100 days of the date on which such Excess Proceeds exceeded $5,000,000. (d) Within 30 days (or 100 days if any Senior Notes are outstanding and the Senior Note Indenture has not been satisfied or discharged) of the date on which the amount of Excess Proceeds exceeds $5,000,000 (but subject to the proviso of clause (c) of this Section 4.08), the Company, or the Trustee at the request and expense of the Company, shall send to each Holder by first class mail, postage prepaid, a notice prepared by the Company stating: (i) that an Asset Sale Offer is being made pursuant to this Section 4.08, and that all Convertible Notes that are properly tendered will be accepted for payment, subject to proration in the event the amount of Excess Proceeds is less than the aggregate Asset Sale Purchase Price of all Convertible Notes promptly tendered pursuant to the Asset Sale Offer; (ii) the Asset Sale Purchase Price, the amount of Excess Proceeds that are available to be applied to purchase tendered Convertible Notes, and the date Convertible Notes are to be purchased pursuant to the Asset Sale Offer (the "Asset Sale Payment Date"), which date shall be reset a date no earlier than 30 days nor later than 40 days subsequent to zero the date such notice is mailed; (iii) that any Convertible Notes or portions thereof not properly tendered will continue to accrete in value or accrue interest, as the case may be, and accrue Special Interest, if applicable and will continue to have conversion rights; (iv) that, unless the Company defaults in the payment of the Asset Sale Purchase Price with respect thereto, all Convertible Notes or portions thereof accepted for payment pursuant to the Asset Sale Offer shall cease to accrete in value or accrue interest, as the case may be, and accrue Special Interest, if applicable, from and after the Asset Sale Payment Date and will cease to have conversion rights; (v) that any Holder electing to have any Convertible Notes or portions thereof purchased pursuant to the Asset Sale Offer will be required to surrender such Convertible Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of such Convertible Notes completed, to the Paying Agent at the address specified in the notice, prior to the close of business on the third Business Day preceding the Asset Sale Payment Date; (vi) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Asset Sale Payment Date, a telegram, telex, facsimile transmission or letter, setting forth the name of the Holder, the principal amount of Convertible Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing such Holder's election to have such Convertible Notes or portions thereof purchased pursuant to the Asset Sale Offer; (vii) that any Holder electing to have Convertible Notes purchased pursuant to the Asset Sale Offer must specify the principal amount that is being tendered for purchase, which principal amount must be $1,000 or an integral multiple thereof; (viii) if Certificated Convertible Notes have been issued pursuant to Section 2.06(b), that any Holder of Certificated Convertible Notes whose Certificated Convertible Notes are being purchased only in part will be issued new Certificated Convertible Notes equal in principal amount to the unpurchased portion of the Certificated Convertible Note or Convertible Notes surrendered, which unpurchased portion will be equal in principal amount to $1,000 or an integral multiple thereof; (ix) that the Trustee will return to the Holder of a Global Convertible Note that is being purchased in part, such Global Convertible Note with a notation on Schedule A thereof adjusting the principal amount thereof to be equal to the unpurchased portion of such Global Convertible Note; and (x) the instructions and any other information necessary to enable any Holder to accept an Asset Sale Offer, to tender Convertible Notes and to have such Convertible Notes purchased, or to effect withdrawal of such acceptance, pursuant to this Section 4.08. (e) If the aggregate Asset Sale Purchase Price of the Convertible Notes surrendered by Holders exceeds the amount of Excess Proceeds as indicated in the notice required by Section 4.08(d) hereof, the Trustee shall select the Convertible Notes to be purchased on a pro rata basis based on the Accreted --- ---- Value, as of the Asset Sale Payment Date if such Asset Sale Payment Date is prior to September 30, 1999, or the principal amount at Stated Maturity, if such Asset Sale Payment Date is on or after September 30, 1999, of the Convertible Notes tendered, with such adjustments as may be deemed appropriate by the Trustee and may be needed to comply with any securities exchange and other applicable requirements, so that only Convertible Notes in denominations of $1,000 or integral multiples thereof shall be purchased. (f) On or before the Asset Sale Payment Date, the Company shall (i) accept for payment any Convertible Notes or portions thereof properly tendered and selected for purchase pursuant to the Asset Sale Offer and Section 4.08(e) hereof; (ii) irrevocably deposit with the Paying Agent, by 10:00 a.m., New York City time, on such date, in immediately available funds, an amount equal to the Asset Sale Purchase Price in respect of all Convertible Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee the Convertible Notes so accepted together with an Officers' Certificate listing the Convertible Notes or portions thereof tendered to the Company and accepted for payment. The Paying Agent shall promptly send by first class mail, postage prepaid, to each Holder of Convertible Notes or portions thereof so accepted for payment, payment in an amount equal to the Asset Sale Purchase Price for such Convertible Notes or portions thereof. The Company shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Asset Sale Payment Date. For purposes of this Section 4.08, the Trustee shall act as the Paying Agent. (g) Upon surrender and cancellation of a Certificated Convertible Note that is purchased in part, the Company shall promptly issue and the Trustee shall authenticate and deliver to the surrendering Holder of such Certificated Convertible Note a new Certificated Convertible Note equal in principal amount to the unpurchased portion of such surrendered Certificated Convertible Note; provided that each such new Certificated Convertible Note shall be in a -------- principal amount of $1,000 or an integral multiple thereof. Upon surrender of a Global Convertible Note that is purchased in part pursuant to an Asset Sale Offer, the Paying Agent shall forward such Global Convertible Note to the Trustee who shall make a notation on Schedule A thereof to reduce the principal amount of such Global Convertible Note to an amount equal to the unpurchased portion of such Global Convertible Note, as provided in Section 2.05(c) hereof. (h) Upon completion of an Asset Sale Offer (including payment of the Asset Sale Purchase Price for accepted Convertible Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use any remaining amount such amounts for general corporate purposes. . (i) The Company will shall comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 Section 14(e) under the Exchange Act) Act and any other securities laws or regulations, to the extent such laws and regulations are applicable, in connection with the event that repurchase of Convertible Notes pursuant to an Asset Sale Offer is required under the circumstances described hereinOffer.

Limitation on Asset Sales. (a) The Company will not engage innot, and will not permit any Subsidiary to engage inof the Restricted Subsidiaries to, any consummate an Asset Sale unless (a) except in the case of unless: (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such 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 Property; assets sold or otherwise disposed of as determined in good faith by the Board of Directors of the Company; (bii) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of received by the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may apply from the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability shall be in the case form of revolving credit borrowings)cash or Cash Equivalents and is received at the time of such Asset Sale; PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after and (iii) upon the consummation of the relevant Asset Sale. Any , the Company may apply, or cause such Restricted Subsidiary to apply, the Net Available Cash Proceeds from any relating to such Asset Sale that are not used within 360 days of receipt thereof either: (A) to so acquire Replacement Assets or to repurchase or repay Senior Debt of the Company or Indebtedness of any Restricted Subsidiary, in each case for borrowed money or constituting a Capitalized Lease Obligation, and permanently reduce the commitments with respect thereto without Refinancing; (B) to repay any Indebtedness of a Wholly Owned Restricted Subsidiary owed to any Person other than the Company or any of its Affiliates and effect a permanent reduction in any availability in respect of the Indebtedness (without refinancing the Indebtedness); (C) to acquire Replacement Assets; or (D) a combination of prepayment and investment permitted by the preceding clauses (iii)(A), (B) and (C). The assumption by the transferee in an Asset Sale (and release of the Company and its Restricted Subsidiaries of further liability) of Indebtedness for borrowed money of the Company or any Restricted Subsidiary other than Disqualified Capital Stock or Indebtedness subordinated in right of payment to the Notes shall be deemed to be cash applied in accordance with this covenant. The receipt by the Company or the applicable Restricted Subsidiary of marketable securities of a company subject to and then current in its obligations as a reporting company under Section 13 or 15 under the Exchange Act, which are resold for cash or Cash Equivalents by the Company or the Restricted Subsidiary within 365 120 days after consummation of the relevant Asset Sale constitute and applied in accordance with this covenant, shall be deemed to be cash received pursuant to clause (ii) of this paragraph (a). (b) On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to the Asset Sale as set forth in clause (iii) of paragraph (a) of this Section 4.8 (each, a "Excess Proceeds." When Net Proceeds Offer Trigger Date"), the aggregate amount of Excess Net Cash Proceeds exceeds $10 million, that have not been applied on or before the Net Proceeds Offer Trigger Date as permitted in that clause (iii) (a "Net Proceeds Offer Amount") shall be applied by the Company shallto make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the Net Proceeds Offer Trigger Date, or at any time after receipt of Excess Proceeds, the Company may, at its option, make from all Holders on a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate basis, that principal amount of Notes equal to the Excess Proceeds, Net Proceeds Offer Amount at a price in cash equal to 100% of the outstanding principal amount thereof of the Notes to be purchased, plus accrued and unpaid interest, if any, thereon to the purchase datedate of purchase; provided that the Company may make a concurrent offer to repurchase on a pro rata basis Indebtedness of a Wholly Owned Restricted Subsidiary or Indebtedness of the Company ranking pari passu with the Notes. (c) 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 4.8. Pending application in accordance with this Section 4.8, Net Cash Proceeds may be used to repay revolving credit borrowings without reducing commitments thereunder. (d) The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Asset Sales or deemed Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this Section 4.8). (e) 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 5.1 hereof, the successor corporation shall be deemed to have sold the properties and assets of the Company and the Restricted Subsidiaries not transferred for purposes of this Section 4.8 and shall comply with the provisions of this Section 4.8 with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value (as determined in good faith by the Board of Directors of the Company) 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 4.8. (f) 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 completion receiving notice of such Asset Sale 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 the principal amount of Excess Proceeds shall be reset to zero Notes (and the Company may use any remaining amount other Indebtedness for general corporate purposes. The Company will comply with any applicable tender which a concurrent offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described herein.being made as permitted by this Section 4.8)

Limitation on Asset Sales. (a) The Company will not engage innot, and will not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such 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 Property; assets sold or otherwise disposed of, and (b2) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (or received for the assumption of Indebtedness of assets sold by the Company or such Subsidiary relating to the Capital Stock Restricted Subsidiary, as the case may be, in the Asset Sale shall be in the form of cash or Property that was Cash Equivalents received at the subject time of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), . (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may apply the Net Available Cash Proceeds from each of any such Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation thereof to: (1) repay any Senior Indebtedness of the relevant Asset Sale. Any Company or any Note Guarantor or Indebtedness of any Restricted Subsidiary that is not a Note Guarantor, in each case for borrowed money or constituting a Capitalized Lease Obligation, and permanently reduce the commitments with respect thereto without Refinancing, or (2) purchase: (i) assets (other than current assets as determined in accordance with GAAP) to be used by the Company or any Restricted Subsidiary in connection with its ongoing business operations, (ii) Capital Stock of a Person engaged solely in a Permitted Business that will become, upon purchase, a Restricted Subsidiary from a Person other than the Company and its Restricted Subsidiaries. (c) To the extent all or a portion of the Net Available Cash Proceeds from of any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt applied within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 millionas described in Section 3.11(b)(1) or (2), the Company shall, or at any time after receipt of Excess Proceeds, will make an offer to purchase Notes (the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds), at a purchase price in cash equal to 100% of the outstanding principal amount thereof of the Notes to be purchased, plus accrued interestand unpaid interest thereon, to, but excluding, the date of purchase (the "Asset Sale Offer Amount"). Pursuant to an Asset Sale Offer, the Company shall purchase 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. (d) The purchase of Notes pursuant to an Asset Sale Offer shall occur not less than 20 Business Days following the date thereof, or any longer period as may be required by law, nor more than 45 days following the 365th day following the Asset Sale. The Company may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales equal to or in excess of $5 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $5 million, shall be applied as required pursuant to this covenant. Pending application in accordance with this covenant, Net Cash Proceeds shall be applied to temporarily reduce revolving credit borrowings which can be reborrowed or invested in Cash Equivalents. (e) Each Asset Sale Offer Notice will be mailed first class, postage prepaid, to the record Holders as shown on the Note Register within 20 days following such 365th day, with a copy to the Trustee offering to purchase the Notes as described in Section 3.11(c). Each notice of an Asset Sale Offer shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 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 an Asset Sale Offer Notice, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. (f) On the Asset Sale Offer Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes 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 Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. (g) To the extent Holders of Notes and holders of other Senior Indebtedness, if any, which are the subject of an Asset Sale Offer properly tender and do not withdraw Notes or the other Senior Indebtedness in an aggregate amount exceeding the amount of unapplied Net Cash Proceeds, the Company will purchase the Notes and the other Senior Indebtedness on a pro rata basis (based on amounts so tendered). If only a portion of a Note is purchased pursuant to an Asset Sale Offer, a new Note in a principal amount equal to the purchase dateportion 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, in accordance as appropriate). Notes (or portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled and cannot be reissued. (h) The Company will comply with the procedures set forth requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws in connection with the purchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Indenture. Section 3.11, the Company shall comply with these laws and regulations and shall not be deemed to have breached its obligations under this Section 3.11 of the Indenture by doing so. (i) Upon completion of such an Asset Sale Offer, the amount of Excess Net Cash Proceeds shall will be reset at zero. Accordingly, to zero the extent that the aggregate amount of Notes and other Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Proceeds, the Company may use any remaining amount Net Cash Proceeds for general corporate purposes. The purposes of the Company will and its Restricted Subsidiaries, subject to any restrictions or obligations imposed by the terms of any Subordinated Indebtedness of the Company or its Restricted Subsidiaries. (j) 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 4.1, the Successor Entity shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to the deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of properties and assets of the Company or its Restricted Subsidiaries so deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. (k) If at any applicable tender offer rules 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 (includingother than interest received with respect to any non-cash consideration), without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that conversion or disposition shall be deemed to constitute an Asset Sale Offer is required under hereunder and the circumstances described hereinNet Cash Proceeds thereof shall be applied in accordance with this covenant within 365 days of conversion or disposition.

Limitation on Asset Sales. The (a) Neither the Company will not engage innor the Parent shall, and will they shall not permit any Restricted Subsidiary to engage into, any directly or indirectly, consummate an Asset Sale (including the sale of any of the Capital Stock of any Restricted Subsidiary) providing for Net Proceeds in excess of $2,500,000 unless at least 75% of the Net Proceeds from such Asset Sale are applied (ain any manner otherwise permitted by this Indenture) except to one or more of the following purposes in such combination as the case of Company shall elect: (i) an investment in another asset or business in the same line of business as, or a line of business similar to that of, the line of business of the Company and its Restricted Subsidiaries at the time of the Asset Sale; provided that such investment occurs on or prior to the 365th day following the date of such Asset Sale resulting from (the requisition of tide to"Asset Sale Disposition Date"), seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain to reimburse the Company or its Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking, (iii) the purchase, redemption or other prepayment or repayment of outstanding Senior Indebtedness of the Company or Indebtedness of the Company's Restricted Subsidiaries on or prior to the 365th day following the Asset Sale Disposition Date, (iv) an Offer (as defined in the Series D Indenture) relating to the Series D Senior Notes or (iv) an Offer expiring on or prior to the Purchase ContractDate. (b) Neither the Company nor the Parent shall, and they shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless at least 75% of the consideration thereof received by the Parent, the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; (b) except Restricted Subsidiary is in the case form of an Asset Sale described in clause (a)cash, at least cash equivalents or marketable securities; provided that, solely for purposes of calculating such 75% of the consideration, the amount of (i) any liabilities (as shown on the Parent's, the Company's or such consideration consists Restricted Subsidiary's most recent balance sheet or in the notes thereto, excluding contingent liabilities and trade payables), of Cash Proceeds the Parent, the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Senior Notes) that are assumed by the transferee of any such assets and (ii) any notes or other obligations received by the assumption of Indebtedness of Parent, the Company or any such Restricted Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Parent, the Company or such Restricted Subsidiary relating into cash (to the Capital Stock or Property that was the subject of such Asset Sale and the release extent of the Company or such Subsidiary from Indebtednesscash received); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) deemed to be cash and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets cash equivalents for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition purposes of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Salethis provision. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets applied or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale invested as provided in Section 4.14(a) shall constitute "Excess Proceeds." " (c) When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer 10,000,000 (such date being an "Asset Sale OfferTrigger Date") ), the Company shall make an Offer to all Holders of Senior Notes to purchase from all Holders an aggregate the maximum principal amount of the Senior Notes equal to then outstanding (on a pro rata basis with the holders of the Company's 10% Senior Secured Notes due 2007) that may be purchased out of Excess Proceeds that remain upon completion of the Excess ProceedsProceeds offer required under the Series D Indenture, at a an offer price in cash in an amount equal to 100% of the outstanding principal amount thereof plus any accrued interest, if any, and unpaid interest to the purchase date, Purchase Date in accordance with the procedures set forth in this Indenture. The Company's failure to comply with this Section 4.14(c) shall constitute an Event of Default described in clause (ii) and not in clause (iii) under Section 6.01(a). (d) To the extent that any Excess Proceeds remain after completion of an Offer, the Company may use such remaining amount for general corporate purposes. (e) If the aggregate principal amount of Senior Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes to be purchased on a pro rata basis. (f) Upon completion of such an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (g) Notwithstanding the foregoing, to zero and the Company extent that any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied pursuant to this Section 4.14, but may use any remaining amount be retained for general corporate purposesso long, but only for so long, as the applicable local law prohibits repatriation to the United States. The Company shall promptly take all reasonable actions required by the applicable local law to permit such repatriation, and once such repatriation of any affected Net Proceeds is not prohibited under applicable local law, such repatriation will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) be immediately effected and such repatriated Net Proceeds will be applied in the event that an manner set forth above as if such Asset Sale Offer is required under have occurred on the circumstances described hereindate of repatriation.

Limitation on Asset Sales. The Company will not engage innot, and will not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, applicable Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Propertyassets that are sold or otherwise disposed of, as reasonably determined in good faith by the Company’s Board of Directors or a senior officer of the Company; and (b2) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (received by the Company or the assumption applicable Restricted Subsidiary from the Asset Sale is in the form of cash or Cash Equivalents; provided that in the case of the sale of all of the IMC Salt Business Unit and Xxxxx, in the alternative, up to 35% of the consideration received by the Company or the applicable Restricted Subsidiary in the sale may be in the form of Capital Stock of the Person that will hold the IMC Salt Business Unit and Xxxxx following the Asset Sale if the remainder is in the form of cash or Cash Equivalents; provided, further, that the requirement in this clause (2) shall not apply in the case of the sale of all or any part of the IMC Chemicals Business Unit. For the purposes of clause (2) above, the amount of any Indebtedness shown on the most recent applicable balance sheet of the Company or such Subsidiary relating the applicable Restricted Subsidiary, other than Indebtedness that is by its terms subordinated to the Capital Stock Notes or Property any Note Guarantee, that was is assumed by the subject transferee of any such Asset Sale and the release of assets will be deemed to be cash. Additionally, the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may must apply the Net Available Cash Proceeds from each Asset Sale to: (x1) to repay Indebtedness under the acquisition Credit Agreement; (2) repay (including by purchase) secured obligations; (3) repay (including by purchase) any Indebtedness of one any Restricted Subsidiary that is not a Guarantor; and/or (4) make an investment in or more expenditures for assets (including Capital Stock of any entity) (a) that replace the assets that were the subject of the Asset Sale or (b) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings”); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Cash Proceeds from any that the Company does not apply, or decides not to apply, in accordance with the preceding paragraph will constitute a “Net Proceeds Offer Amount.” The 366th day after an Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation any earlier date on which the Board of Directors of the relevant Asset Sale constitute "Excess ProceedsCompany determines not to apply the Net Cash Proceeds in accordance with the preceding paragraph is a “Net Proceeds Offer Trigger Date." ” When the aggregate amount of Excess Net Proceeds Offer Amount is equal to or exceeds $10 25.0 million, the Company shallmust make an offer to purchase (the “Net Proceeds Offer”) on a date that is not less than 30 days nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, or at any time after receipt from (a) all Holders of Excess ProceedsNotes and (b) all holders of other Indebtedness (“Other Indebtedness”) that (x) is not, by its terms, expressly subordinated in right of payment to the Company mayNotes and (y) contains provisions requiring that an offer to purchase such Other Indebtedness be made with the proceeds from the Asset Sale, at its option, make on a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate basis, the maximum principal amount of Notes equal to and Other Indebtedness that may be purchased with the Excess Proceeds, at a Net Proceeds Offer Amount. The offer price for Notes in cash any Net Proceeds Offer will be equal to 100% of the outstanding principal amount thereof of the Notes to be purchased, plus any accrued interestand unpaid interest on such Notes, if any, to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds from such Asset Sale must be applied in accordance with this Section 4.10: (1) in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or (2) in the event of the transfer of substantially all, but not all, of the 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 assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.10, and shall comply with the provisions of this Section 4.10 with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.10. Notwithstanding the provisions described in the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such provisions to the extent that (a) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (b) such Asset Sale is for fair market value. Any cash consideration that does not constitute Replacement Assets that is received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted under this paragraph will constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. The Company shall mail a notice of a Net Proceeds Offer by first-class mail, postage prepaid, 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, containing 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 this Section 4.10, that all Notes tendered will be accepted for payment; provided, however, that if the aggregate principal amount of Notes and Other Indebtedness 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 on a pro rata basis, the Notes and Other Indebtedness to be purchased (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, 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 offer price (including the amount of accrued interest) and the Net Proceeds Offer date of payment (“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 surrender such Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the business day prior to the Net Proceeds Offer Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second business day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of the Notes such Xxxxxx delivered for purchase dateand a statement that such Xxxxxx is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (a) accept for payment Notes or portions thereof (in integral multiples of $1,000) validly tendered pursuant to the Net Proceeds Offer, (b) deposit with the Paying Agent in accordance with Section 2.15 U.S. Dollars sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (c) 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 (b) above and a copy of the Officers’ Certificate specified in clause (c) 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 procedures set forth preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in this Indentureprincipal amount to any unpurchased portion of the Notes surrendered. Upon completion the payment of such Asset Sale Offerthe 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 4.10, the Trustee shall act as the Paying Agent. To the extent the amount of Excess Notes tendered pursuant to any Net Proceeds shall be reset Offer is less than the amount of Net Cash Proceeds subject to zero and such Net Proceeds Offer, the Company may use any remaining amount portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposespurposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the event repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that an Asset Sale Offer is required the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the circumstances described hereinprovisions of this Section 4.10 by virtue thereof.

Limitation on Asset Sales. (a) The Company will not engage innot, and will not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Property; assets sold or otherwise disposed of (bas determined in good faith by the Company’s Board of Directors); (2) except at least 75% (or 100% in the case of an Asset Sale described in clause (a), at least 75% of such Primary Collateral) of the consideration consists of Cash Proceeds (or the assumption of Indebtedness of received by the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may apply the Net Available Proceeds from each such Asset Sale is in the form of cash or Cash Equivalents and is received at the time of such disposition (xprovided that (A) the amount of any liabilities of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the acquisition Notes or any Guarantee thereof) that are assumed by the transferee of one any such assets and (B) any securities or more Replacement Assets, other obligations received by the Company or any such Restricted Subsidiary in exchange for any such assets (yother than assets which constitute Collateral) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made are converted into cash within 365 180 days after the consummation of such Asset Sale (to the relevant extent of the cash received) shall be deemed to be cash for purposes of this provision); (3) if such Asset Sale involves the disposition of Collateral, subject to the Intercreditor Agreement, the Company or such Restricted Subsidiary has complied with the provisions described in Article X; (4) if such Asset Sale involves the disposition of Primary Collateral, subject to the Intercreditor Agreement, the Net Cash Proceeds relating to such Asset Sale remaining after repayment (including a corresponding commitment reduction, if applicable) of any Indebtedness secured by a Permitted Lien on such asset (the “Available Amount”) shall be paid directly by the purchaser of the Primary Collateral to the Trustee for deposit into the Collateral Account for the benefit of the Trustee, and, to the extent required by the Collateral Documents, such property shall be made subject to the Lien of the applicable Collateral Documents; (5) if such Asset Sale involves the disposition of Secondary Collateral, the proceeds are applied in accordance with the Intercreditor Agreement to the extent required therein; and (6) upon the consummation of an Asset Sale. Any , the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Available Cash Proceeds from any relating to such Asset Sale within 360 days of receipt thereof either: (a) in the case of an Asset Sale that are does not involve Primary Collateral only, to prepay any Secured Indebtedness; (b) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including inventory and Capital Stock) that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) or, in the case of Asset Sales which do not comprise Primary Collateral, to so acquire make a Permitted Investment; provided that any Replacement Assets acquired with any Net Cash Proceeds of an Asset Sale of Collateral shall be owned by the Company or a Guarantor and shall not be subject to any Liens other than Permitted Liens and the Company or such Guarantor, as the case may be, shall execute and deliver to the Trustee such Collateral Documents or other instruments as shall be reasonably necessary to cause such property or assets to become subject to the Lien of the applicable Collateral Documents; and/or (c) a combination of prepayment and investment permitted by the foregoing clauses (6)(a) and (6)(b). Clauses (1) and (2) of the Section 4.10(a) need not be satisfied to the extent the Collateral to be released consists solely of Secondary Collateral with respect to which the required Secondary Collateral Lenders have given their consent and authorized the release of same or to repurchase or repay Senior Debt within 365 days after consummation the extent the Secondary Collateral to be released is disposed of by the agent on behalf of the relevant required Secondary Collateral Lenders in connection with the exercise of rights or remedies under the Credit Agreement or other Secondary Collateral Loans, in each case so long as the proceeds therefrom are applied in accordance with the Intercreditor Agreement. (b) On the 361st day after an Asset Sale constitute "Excess Proceeds." When the (a “Net Proceeds Offer Trigger Date”), such aggregate amount of Excess Net Cash Proceeds exceeds $10 millionwhich have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (6)(a), (6)(b) and (6)(c) of Section 4.10(a) (each a “Net Proceeds Offer Amount”) shall be applied by the Company shallor such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, or at any time after receipt of Excess Proceeds, the Company may, at its option, make from all Holders on a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal basis, that amount of Notes equal to the Excess Proceeds, Net Proceeds Offer Amount at a price in cash equal to 100% of the outstanding principal amount thereof of the Notes to be purchased, plus accrued interestand unpaid interest thereon, if any, to the purchase datedate 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 which does not involve Collateral 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. Pending application of the procedures set forth Net Cash Proceeds, the Net Cash Proceeds from Asset Sales of Primary Collateral shall be deposited in the Collateral Account. To the extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may apply any remaining Net Cash Proceeds to any purpose consistent with this Indenture. Upon completion Indenture and, following the consummation of such Asset Sale each Net Proceeds Offer, the amount of Excess Net Proceeds Offer Amount shall be reset to zero zero. Notwithstanding anything to the contrary in the foregoing, the Issuers may commence a Net Proceeds Offer prior to the expiration of 360 days after the occurrence of an Asset Sale. (c) The Issuers may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount that, when added to the Net Loss Proceeds then accumulated, is equal to or in excess of $10.0 million (the “Total Offer Amount”) (at which time, the entire unutilized Total Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to the preceding paragraph). (d) Notwithstanding Sections 4.10(a) and (b), the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such sections to the extent that: (1) the consideration for such Asset Sale constitutes Replacement Assets; and (2) such Asset Sale is for fair market value; provided that to the extent such Asset Sale consists of Collateral, the Replacement Assets shall be owned by the Company or a Guarantor and shall not be subject to any Liens other than Permitted Liens and the Company may use any remaining amount or such Guarantor shall execute and deliver to the Trustee such Collateral Documents or other instruments as shall be reasonably necessary to cause such property or assets to become subject to the Lien of the applicable Collateral Documents. (e) In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 4.10, 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 general corporate purposespurposes of this Section 4.10, 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. (f) The Company Issuers will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the event repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that an the provisions of any securities laws or regulations conflict with the “Asset Sale Offer is required Sale” provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the circumstances described herein“Asset Sale” provisions of this Indenture by virtue thereof.

Limitation on Asset Sales. (a) The Company will not engage innot, and will not cause or permit any Subsidiary to engage inof its Restricted Subsidiaries to, any consummate an Asset Sale unless (a) except in the case of unless: (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Property; assets sold or otherwise disposed of (bas determined in good faith by the Company's Board of Directors); (ii) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of received by the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may apply 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, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Available Cash Proceeds from each relating to such Asset Sale within 360 days of receipt thereof either (xA) to the acquisition of one or more Replacement Assetsprepay any Senior Indebtedness and, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of any Senior Indebtedness under any revolving credit borrowingsfacility, effect a permanent reduction in the commitment available under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related or complementary thereto (as determined in good faith by the Company's Board of Directors)("Replacement Assets") or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) through (iii)(B); PROVIDED. Pending final application, HOWEVER, that such acquisition the Company or the applicable Restricted Subsidiary may temporarily reduce Indebtedness under any revolving credit facility or invest in cash or Cash Equivalents. On the 361st day after an Asset Sale or such repurchase or repayment shall be made within 365 days after earlier date, if any, as the consummation Board of Directors of the relevant Asset Sale. Any Company or of such Restricted Subsidiary determines not to apply the Net Available Cash Proceeds from any relating to such Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of 72 -64- the relevant Asset Sale constitute next preceding sentence (each a "Excess Proceeds." When the Net Proceeds Offer Trigger Date"), such aggregate amount of Excess Net Cash Proceeds exceeds $10 millionwhich 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 shallor such Restricted Subsidiary to make an offer to purchase (a "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, or at any time after receipt of Excess Proceeds, the Company may, at its option, make from all Holders on a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal basis, that amount of Notes equal to the Excess Proceeds, Net Proceeds Offer Amount at a price in cash equal to 100% of the outstanding principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.16. The Company or any such Restricted Subsidiary of the Company, as the case may be, may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph). (b) Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and/or Cash Equivalents 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 consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the preceding paragraph. (c) Proceeds Offer pursuant to this Section 4.16 shall be mailed or caused to be mailed, by first class mail, by the Company not more than 25 days after the Net Proceeds Offer Trigger Date to all Holders at their last registered addresses, 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 the Net Proceeds Offer is being made pursuant to this Section 4.16, that all Notes tendered will be accepted for payment; provided, however, that if the aggregate principal amount of Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds Offer, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 or multiples thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be 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 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 Net Proceeds Offer Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the 74 -66- second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing 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 Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Net Proceeds Offer which are to be purchased in accordance with item (b)(i) above, (ii) deposit with the 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 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 dateprice plus accrued interest, if any. For purposes of this Section 4.16, the Trustee shall act as the Paying Agent. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in accordance with principal amount to any unpurchased portion of the procedures set forth in this IndentureNotes surrendered. Upon completion the payment of such Asset Sale Offerthe purchase price for the Notes accepted for purchase, the amount Trustee shall return the Notes purchased to the Company for cancellation. Any monies remaining after the purchase of Excess Notes pursuant to a Net Proceeds Offer shall be reset returned within three Business Days by the Trustee to zero and the Company may use any remaining amount for general corporate purposesexcept with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.16, the Trustee shall act as the Paying Agent. (d) The Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the event repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that an Asset Sale Offer is required the provisions of any securities laws or regulations conflict with the provisions of 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 the circumstances described hereinprovisions of this Section 4.16 by virtue thereof.

Limitation on Asset Sales. The Company will not engage innot, and will not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, applicable Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Propertyassets that are sold or otherwise disposed of, as reasonably determined in good faith by the Company’s Board of Directors or a senior officer of the Company; and (b2) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (received by the Company or the assumption applicable Restricted Subsidiary from the Asset Sale is in the form of cash or Cash Equivalents; provided that in the case of the sale of all of the IMC Salt Business Unit and Xxxxx, in the alternative, up to 35% of the consideration received by the Company or the applicable Restricted Subsidiary in the sale may be in the form of Capital Stock of the Person that will hold the IMC Salt Business Unit and Xxxxx following the Asset Sale if the remainder is in the form of cash or Cash Equivalents; provided, further, that the requirement in this clause (2) shall not apply in the case of the sale of all or any part of the IMC Chemicals Business Unit. For the purposes of clause (2) above, the amount of any Indebtedness shown on the most recent applicable balance sheet of the Company or such Subsidiary relating the applicable Restricted Subsidiary, other than Indebtedness that is by its terms subordinated to the Capital Stock Notes or Property any Note Guarantee, that was is assumed by the subject transferee of any such Asset Sale and the release of assets will be deemed to be cash. Additionally, the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may must apply the Net Available Cash Proceeds from each Asset Sale to: (x1) to repay Indebtedness under the acquisition Credit Agreement; (2) repay (including by purchase) secured obligations; (3) repay (including by purchase) any Indebtedness of one any Restricted Subsidiary that is not a Guarantor; and/or (4) make an investment in or more expenditures for assets (including Capital Stock of any entity) (a) that replace the assets that were the subject of the Asset Sale or (b) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings”); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Cash Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shalldoes not apply, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") decides not to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase dateapply, in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess preceding paragraph will constitute a “Net Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. Offer Amount.” The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that 366th day after an Asset Sale or any earlier date on which the Board of Directors of the Company determines not to apply the Net Cash Proceeds in accordance with the preceding paragraph is a “Net Proceeds Offer Trigger Date.” When the aggregate Net Proceeds Offer Amount is required under equal to or exceeds $25.0 million, the circumstances described herein.Company must make an offer to purchase (the “Net Proceeds Offer”) on a date that is not less than 30 days nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from (a) all Holders of Notes and (b) all holders of other Indebtedness (“Other Indebtedness”) that (x) is not, by its terms, expressly subordinated in right of payment to the Notes and

Limitation on Asset Sales. The Company will not engage innot, and will not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, applicable Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Propertyassets that are sold or otherwise disposed of, as reasonably determined in good faith by the Company's Board of Directors; and (b2) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (received by the Company or the assumption applicable Restricted Subsidiary from the Asset Sale is in the form of cash or Cash Equivalents; provided that in the case of the sale of all of the IMC Salt Business Unit, in the alternative, up to 35% of the consideration received by the Company or the applicable Restricted Subsidiary in the sale may be in the form of Capital Stock of the Person that will hold the IMC Salt Business Unit and Xxxxx following the Asset Sale if the remainder is in the form of cash or Cash Equivalents; provided, further, that the requirement in this clause (2) shall not apply in the case of the sale of all or any part of the IMC Chemicals Business Unit. For the purposes of clause (2) above, the amount of any Indebtedness shown on the most recent applicable balance sheet of the Company or such Subsidiary relating the applicable Restricted Subsidiary, other than Indebtedness that is by its terms subordinated to the Capital Stock Notes or Property any Note Guarantee, that was is assumed by the subject transferee of any such Asset Sale and the release of assets will be deemed to be cash. Additionally, the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may must apply the Net Available Cash Proceeds from each Asset Sale to: (x1) to repay Indebtedness under the acquisition Credit Agreement; (2) repay (including by purchase) secured obligations; (3) repay (including by purchase) any Indebtedness of one any Restricted Subsidiary that is not a Guarantor; (4) make an investment in or more expenditures for assets (including Capital Stock of any entity) (a) that replace the assets that were the subject of the Asset Sale or (b) that will be used in the business of the Company and its Subsidiaries as existing on May 17, 2001 or in businesses reasonably related thereto ("Replacement Assets, or "); and/or (y5) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after Net Cash Proceeds from the consummation sale of the relevant Asset SaleIMC Chemicals Business Unit and/or the IMC Salt Business Unit only, repay (including by purchase) the Company's outstanding 6.55% notes due 2005 and/or 7.625% senior notes due 2005, or place into escrow funds that will be used solely to repay such notes. Any Net Available Cash Proceeds from any that the Company does not apply, or decides not to apply, in accordance with the preceding paragraph will constitute a "Net Proceeds Offer Amount." The 366th day after an Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation any earlier date on which the Board of Directors of the relevant Asset Sale constitute Company determines not to apply the Net Cash Proceeds in accordance with the preceding paragraph is a "Excess ProceedsNet Proceeds Offer Trigger Date." When the aggregate amount of Excess Net Proceeds Offer Amount is equal to or exceeds $10 25.0 million, the Company shallmust make an offer to purchase (the "Net Proceeds Offer") on a date that is not less than 30 days nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, or at any time after receipt from (a) all Holders of Excess ProceedsNotes and (b) all holders of other Indebtedness ("Other Indebtedness") that (x) is not, by its terms, expressly subordinated in right of payment to the Company mayNotes and (y) contains provisions requiring that an offer to purchase such Other Indebtedness be made with the proceeds from the Asset Sale, at its option, make on a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate basis, the maximum principal amount of Notes equal to and Other Indebtedness that may be purchased with the Excess Proceeds, at a Net Proceeds Offer Amount. The offer price for Notes in cash any Net Proceeds Offer will be equal to 100% of the outstanding principal amount thereof of the Notes to be purchased, plus any accrued interestand unpaid interest on such Notes, if any, to the purchase date, date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds from such Asset Sale must be applied in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules Section 4.10: (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act1) in the event that any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or (2) in the event of the transfer of substantially all, but not all, of the 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 assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.10, and shall comply with the provisions of this Section 4.10 with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.10. Notwithstanding the provisions described in the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such provisions to the extent that (a) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (b) such Asset Sale is for fair market value. Any cash consideration that does not constitute Replacement Assets that is received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted under this paragraph will constitute Net Cash Proceeds and will be subject to the provisions the preceding paragraphs. The Company shall mail a notice of a Net Proceeds Offer by first-class mail, postage prepaid, 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, containing 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 this Section 4.10, that all Notes tendered will be accepted for payment; provided, however, that if the aggregate principal amount of Notes and Other Indebtedness 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 on a pro rata basis, the Notes and Other Indebtedness to be purchased (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, 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 under by law; (2) the circumstances described hereinoffer price (including the amount of accrued interest) and the Net Proceeds Offer date of payment ("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 surrender such Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the business day prior to the Net Proceeds Offer Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second business day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of the Notes such Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Restricted Subsidiary to engage into, any Asset Sale unless (a) except in the case of (i) directly or indirectly, consummate an Asset Sale resulting from (including the requisition of tide to, seizure or forfeiture sale of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; (bCapital Stock of any Restricted Subsidiary) except providing for Net Proceeds in the case excess of an Asset Sale described in clause (a), $2.5 million unless at least 75% of the Net Proceeds from such consideration consists Asset Sale are applied (in any manner otherwise permitted by this Indenture) to one or more of Cash Proceeds the following purposes in such combination as the Company shall elect: (a) an investment in another asset or business in the same line of business as, or a line of business similar to that of, the line of business of the Company and its Restricted Subsidiaries at the time of the Asset Sale or the assumption making of a capital expenditure otherwise permitted by this Indenture; provided that such investment occurs within 365 days of the date of such Asset Sale (the "Asset Sale Disposition Date"), (b) to reimburse the Company or its Restricted Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking, (c) to cash collateralize letters of credit; provided any such cash collateral released to the Company or its Restricted Subsidiaries upon the expiration of such letters of credit shall again be deemed to be Net Proceeds received on the date of such release, (d) the permanent purchase, redemption or other prepayment or repayment of outstanding Senior Indebtedness of the Company or such Subsidiary Indebtedness of the Company's Restricted Subsidiaries (with a corresponding reduction in any commitment relating thereto) on or prior to the Capital Stock or Property that was 365th day following the subject of such Asset Sale Disposition Date or (e) an Offer expiring on or prior to the Purchase Date. (b) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless at least 75% of the release consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or Marketable Securities; provided that, solely for purposes of calculating such 75% of the consideration, the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto, excluding contingent liabilities and trade payables) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such Subsidiary from Indebtedness); assets and (cy) after giving effect to such Asset Sale, the total non-cash consideration held any notes or other obligations received by the Company or any such Restricted Subsidiary from all such Asset Sales does not exceed $10 milliontransferee that are promptly, and (d) but in no event more than 90 days after receipt, converted by the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale Restricted Subsidiary into cash (x) to the acquisition extent of one or more Replacement Assetsthe cash received), or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation deemed to be cash and cash equivalents for purposes of the relevant Asset Salethis provision. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets applied or to repurchase or repay Senior Debt within 365 days after consummation invested as provided in the first sentence of the relevant Asset Sale this paragraph shall constitute "Excess Proceeds." " (c) When the aggregate amount of Excess Proceeds exceeds $10 million10.0 million (such date being an "Asset Sale Trigger Date"), the Company shall, or at any time after receipt shall make an Offer to all Holders of Notes to purchase the maximum principal amount of the Notes then outstanding that may be purchased out of Excess Proceeds, the Company may, at its option, make a pro rata an offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash in an amount equal to 100% of the outstanding principal amount thereof plus any accrued interest, if any, and unpaid interest to the purchase date, Purchase Date in accordance with the procedures set forth in this Indenture. . (d) To the extent that any Excess Proceeds remain after completion of an Offer, the Company may use such remaining amount for general corporate purposes. (e) If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis, by lot or by a method that complies with the requirements of any stock exchange on which the Notes are listed and that the Trustee considers fair and appropriate. (f) Upon completion of such an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (g) Notwithstanding the foregoing, to zero and the Company extent that any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied as described in Section 4.15, but may use any remaining amount be retained for general corporate purposesso long, but only for so long, as the applicable local law prohibits repatriation to the United States. The Company shall promptly take all reasonable actions required by the applicable local law to permit such repatriation, and once such repatriation of any affected Net Proceeds is not prohibited under applicable local law, such repatriation will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) be immediately effected and such repatriated Net Proceeds will be applied in the event that an manner set forth above as if such Asset Sale Offer is required under have occurred on the circumstances described hereindate of repatriation.

Limitation on Asset Sales. The Company will not engage inshall not, and will shall not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such the 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 Property; assets or Equity Interests issued or sold or otherwise disposed of; and (b2) except in the case of an Asset Sale described in clause (a), at least 75% of the consideration received by the Company or such consideration consists Restricted Subsidiary, as the case may be, in such Asset Sale is in the form of cash, Cash Proceeds Equivalents or Replacement Assets; provided that to the extent the assets disposed of constituted Collateral, any Replacement Assets received constitute Collateral. For purposes of this provision, each of the following shall be deemed to be cash: (a) any liabilities (as shown on the most recent consolidated balance sheet of the Company (or any direct or indirect parent of the assumption Company) or in the notes thereto or, if incurred, increased, or decreased subsequent to the date of Indebtedness such balance sheet, such liabilities that would have been reflected on such balance sheet or in the notes thereto if such incurrence, increase or decrease had taken place on the date of such balance sheet, as reasonably determined in good faith by the Company) of the Company or such a Restricted Subsidiary relating (other than contingent liabilities and liabilities that are by their terms subordinated to the Capital Stock Notes or Property any Note Guarantee) that was are assumed by the subject transferee (or a third party on behalf of the transferee) of any such Asset Sale and the release of assets pursuant to an agreement that releases or indemnifies the Company or such Restricted Subsidiary (or a third party on behalf of the transferee), as the case may be, from Indebtednessfurther liability; (b) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (b); , less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or payment of, or collected on or with respect to any such Designated Non-cash Consideration, not to exceed 5.0% of Consolidated Total Assets at the time of receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and (c) any securities, notes or other obligations or assets received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of their receipt to the extent of the cash or Cash Equivalents received in that conversion; Within 365 days after giving effect to such the receipt of any Net Cash Proceeds from an Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such the applicable Restricted Subsidiary, as the case may be, may apply the (or cause to be applied) such Net Available Cash Proceeds from each Asset Sale at its option: (1) (x) to the acquisition extent such Net Cash Proceeds constitute proceeds from the sale of one or more Replacement AssetsCollateral, to repay First Lien Obligations, or (y) to repurchase the extent such Net Cash Proceeds constitute proceeds from the sale of assets not constituting Collateral, to repay any Debt of a Restricted Subsidiary that is not a Guarantor; (2) to prepay, repay or purchase (or offer to prepay, repay Senior Debt or purchase, as applicable) the Notes and any other Second Lien Obligations on a pro rata basis; provided that any repayment, prepayment or purchase of (or offer to repay, prepay or purchase) obligations under the Notes shall be made (x) as provided in Section 3.7, (y) through open-market purchases (to the extent such purchases are at or above 100% of the principal amount of the Notes purchased, plus accrued and unpaid interest to but excluding the date of purchase) or (z) by making an Offer to Purchase (in accordance with the procedures set forth below with respect to Excess Proceeds) to all holders of Notes to purchase their Notes (at 100% of the principal amount of the Notes purchased, plus accrued and unpaid interest to but excluding the date of purchase); (3) to make capital expenditures or expenditures for maintenance, repair or improvement of existing properties and assets; provided that to the extent such Net Cash Proceeds constitute proceeds from the disposition of Collateral, such properties and assets constitute Collateral; (4) to acquire Replacement Assets; provided that to the extent such Net Cash Proceeds constitute proceeds from the disposition of Collateral, such Replacement Assets also constitute Collateral; or (5) any combination of the foregoing; or enter into a permanent reduction binding commitment regarding clauses (3) or (4) above; provided that such binding commitment shall be treated as a permitted application of availability in Net Cash Proceeds from the case date of revolving credit borrowings); PROVIDED, HOWEVER, that such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) the 180th day following the expiration of the aforementioned 365 day period. If such repurchase acquisition or repayment expenditure is not consummated on or before such 180th day and the Company or such Restricted Subsidiary shall not have applied such Net Cash Proceeds pursuant to clauses (1) through (5) of this paragraph on or before such 180th day, such commitment shall be made within 365 days after deemed not to have been a permitted application of Net Cash Proceeds on such 180th day. Pending the consummation final application of any such Net Cash Proceeds, the relevant Asset SaleCompany or a Restricted Subsidiary may temporarily reduce Debt under Credit Facilities or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by this Indenture. Any Net Available Cash Proceeds from any Asset Sale Sales that are not used to so acquire Replacement Assets applied or to repurchase or repay Senior Debt within 365 days after consummation invested as provided in the third paragraph of the relevant Asset Sale this Section 4.10 shall constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $10 25.0 million, within thirty days thereof, the Company shall, or at any time after receipt shall make an Offer to Purchase to all Holders and all holders of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") Pari Passu Debt containing provisions similar to those set forth in this Indenture with respect to offers to purchase from all Holders an aggregate or redeem with the proceeds of sales of assets, in each case, equal to the maximum principal amount of Notes equal to and such other Pari Passu Debt that may be purchased out of the Excess Proceeds, at a . The offer price in cash any such Offer to Purchase shall be equal to 100% of the outstanding principal amount thereof of the Notes purchased, plus accrued interestand unpaid interest to but excluding the date of purchase, if anyand shall be payable in cash. If any Excess Proceeds remain after consummation of such an Offer to Purchase, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture and such remaining amount shall not be added to the purchase date, in accordance with the procedures set forth in any subsequent Excess Proceeds for any purpose under this Indenture. If the aggregate principal amount of Notes and such other Pari Passu Debt tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other Pari Passu Debt to be purchased on a pro rata basis as between the Notes and Pari Passu Debt. Upon completion of such Asset Sale Offereach Offer to Purchase, the amount of Excess Proceeds shall be reset at zero. Any such Offer to zero and Purchase shall be conducted in accordance with the procedures specified in Section 3.8. To the extent that any portion of Net Cash Proceeds payable in respect of the Notes is denominated in a currency other than U.S. Dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. Dollars that is actually received by the Company may use any remaining amount for general corporate purposesupon converting such portion into U.S. Dollars. The Company will shall comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the event extent that an Asset Sale Offer is required the provisions of any securities laws or regulations conflict with Section 3.8 or this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the circumstances described hereinSection 3.8 or this Section 4.10 by virtue of such compliance.

Limitation on Asset Sales. The (a) Except as provided in Section 4.18(b), the Company will not engage inshall not, and will shall not permit any Restricted Subsidiary to, Dispose of any of its Property or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to engage inany Person, except for: (1) the Disposition of obsolete or worn out property in the ordinary course of business; (2) the sale of inventory in the ordinary course of business; (3) the sale or issuance of Capital Stock in any Restricted Subsidiary of the Company to the Company, or of Capital Stock of any of the Company’s Restricted Subsidiaries to a Restricted Subsidiary; (4) the Disposition of Cash Equivalents and Permitted Peso Investments in the ordinary course of business; and (5) the sale or lease of capacity on telecommunications satellite transponders in the ordinary course of business on an arm’s-length basis, but not including sales or end-of life leases of capacity on telecommunications satellite transponders that involve the sale or lease to a buyer or lessee (or a combination of related buyers or lessees) of all or substantially all of the capacity on one or more satellites in one or a series of related transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, consummate any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, consideration received by the Company or such Subsidiary, as Restricted Subsidiary (including the case may be, receives consideration at the time amount of such Asset Sale any released Indebtedness) is at least equal to the Fair Market Value of the Property; assets sold or disposed of and (ii) at least 80% of the consideration received (excluding the amount of any released Indebtedness) consists of cash or Cash Equivalents. (b) except After all of the First Priority Obligations and all Refinanced FPS have been paid in full or otherwise discharged, all proceeds of any Disposition, issuance, or sale not expressly permitted under clauses (1) through (5) above shall be held by the case Second Priority Collateral Trustee in a Second Priority Collateral Trustee Segregated Account as cash collateral for the Second Priority Obligations, or, if permitted under Section 4.25, in a Company Segregated Account, until applied in payment of an the Second Priority Obligations as a Mandatory Redemption under Section 3.2 of this Indenture or otherwise disbursed in accordance with the Second Priority Documents. Nothing in this Section 4.18 shall prohibit any Asset Sale described in clause (a)so long as the requirements of this Indenture regarding Redemption, at least 75% of such consideration consists of Cash Proceeds (or including without limitation the assumption of Indebtedness payment of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale Redemption Price, are satisfied in connection with and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect as a condition to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described herein.

Limitation on Asset Sales. The (a) Neither the Company nor any of its Subsidiaries will not engage in, and will not permit any Subsidiary to engage in, any consummate an Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such the applicable Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Property; assets sold or otherwise disposed of (b) except as determined in good faith by management of the case of an Company or, if such Asset Sale described involves consideration in clause (aexcess of $2,500,000, by the board of directors of the Company, as evidenced by a board resolution), (ii) at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held received by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each such Asset Sale is in the form of cash or Cash Equivalents (x) other than to the acquisition extent that the Company is exchanging all or substantially all the assets of one or more Replacement Assetsbroadcast businesses operated by the Company (including by way of the transfer of capital stock) for all or substantially all the assets (including by way of the transfer of capital stock) constituting one or more broadcast businesses operated by another Person, in which event, to such extent, the foregoing requirement with respect to the receipt of cash or Cash Equivalents shall not apply) and is received at the time of such disposition and (yiii) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after upon the consummation of the relevant an Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shallapplies, or at causes such Subsidiary to apply, such Net Cash Proceeds within 180 days of receipt thereof either (A) to repay any time after Senior Indebtedness of the Company or any Indebtedness of a Subsidiary of the Company (and, to the extent such Senior Indebtedness relates to principal under a revolving credit or similar facility, to obtain a corresponding reduction in the commitments thereunder), (B) to reinvest, or to be contractually committed to reinvest pursuant to a binding agreement, in Productive Assets and, in the latter case, to have so reinvested within 360 days of the date of receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer such Net Cash Proceeds or (an "Asset Sale Offer"C) to purchase from all Holders an aggregate principal amount of Notes equal and other Senior Subordinated Indebtedness, pro rata tendered to the Excess Proceeds, Company for purchase at a price in cash equal to 100% of the outstanding principal amount thereof (or the accreted value of such other Senior Subordinated Indebtedness, if such other Senior Subordinated Indebtedness is issued at a discount) plus accrued interestinterest thereon, if any, to the date of purchase datepursuant to an offer to purchase made by the Company as set forth below (a "Net Proceeds Offer"); provided, however, that the Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales not otherwise applied in accordance with this covenant equal or exceed $5,000,000. (b) Subject to the deferral right set forth in the final proviso of the preceding paragraph, each notice of a Net Proceeds Offer will be mailed, by first-class mail, to holders of Notes not more than 180 days after the relevant Asset Sale or, in accordance the event the Company or a Subsidiary has entered into a binding agreement as provided in (B) above, within 180 days following the termination of such agreement but in no event later than 360 days after the relevant Asset Sale. Such notice will specify, among other things, the purchase date (which will be no earlier than 30 days nor later than 45 days from the date such notice is mailed, except as otherwise required by law) and will otherwise comply with the procedures set forth in this Indenture. Upon completion receiving notice of such Asset Sale the Net Proceeds Offer, holders of Notes may elect to tender their Notes in whole or in part in integral multiples of $1,000. To the extent holders properly tender Notes in an amount which, together with all other Senior Subordinated Indebtedness so tendered, exceeds the Net Proceeds Offer, Notes and other Senior Subordinated Indebtedness of tendering holders will be repurchased on a pro rata basis (based upon the aggregate principal amount tendered). To the extent that the aggregate principal amount of Notes tendered pursuant to any Net Proceeds Offer, which, together with the aggregate principal amount or aggregate accreted value, as the case may be, of all other Senior Subordinated Indebtedness so tendered, is less than the amount of Excess Net Cash Proceeds shall be reset subject to zero and such Net Proceeds Offer, the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements portion of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described herein.such Net

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Restricted Subsidiary to engage into, any Asset Sale unless (a) except in the case of (i) directly or indirectly, consummate an Asset Sale resulting from (including the requisition of tide to, seizure or forfeiture sale of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; (bCapital Stock of any Restricted Subsidiary) except providing for Net Proceeds in the case excess of an Asset Sale described in clause (a), $2,500,000 unless at least 75% of the Net Proceeds from such consideration consists Asset Sale are applied (in any manner otherwise permitted hereunder) to one or more of Cash the following purposes in such combination as the Company shall elect: (i) an investment in another asset or business in the same line of business as, or a line of business similar to that of, the line of business of the Company and its Restricted Subsidiaries at the time of the Asset Sale; provided that such investment occurs on or prior to the 365th day following the date of such Asset Sale (the "Asset Sale Disposition Date"), (ii) to reimburse the Company or its Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking, (iii) the purchase, redemption or the assumption other prepayment or repayment of outstanding Senior Indebtedness of the Company or such Subsidiary relating Indebtedness of the Company's Restricted Subsidiaries on or prior to the Capital Stock or Property that was 365th day following the subject of such Asset Sale Disposition Date or (iv) an Offer expiring on or prior to the Purchase Date as defined herein. (b) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless at least 75% of the release consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents or marketable securities; provided that, solely for purposes of calculating such 75% of the consideration, the amount of (i) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto, excluding contingent liabilities and trade payables), of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Senior Notes) that are assumed by the transferee of any such Subsidiary from Indebtedness); assets and (cii) after giving effect to such Asset Sale, the total non-cash consideration held any notes or other obligations received by the Company or any such Restricted Subsidiary from all such Asset Sales does not exceed $10 milliontransferee that are promptly, and (d) but in no event more than 30 days after receipt, converted by the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale Restricted Subsidiary into cash (x) to the acquisition extent of one or more Replacement Assetsthe cash received), or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation deemed to be cash and cash equivalents for purposes of the relevant Asset Salethis provision. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets applied or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale invested as provided in Section 4.14(a) hereof shall constitute "Excess Proceeds." " (c) When the aggregate amount of Excess Proceeds exceeds $10 million5,000,000 (such date being an "Asset Sale Trigger Date"), the Company shall, or at any time after receipt shall make an Offer to all Holders of Senior Notes to purchase the maximum principal amount of the Senior Notes then outstanding that may be purchased out of Excess Proceeds, the Company may, at its option, make a pro rata an offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash in an amount equal to 100% of the outstanding principal amount thereof plus any accrued interest, if any, and unpaid interest to the purchase date, Purchase Date in accordance with the procedures set forth in this Indenture. . (d) To the extent that any Excess Proceeds remain after completion of an Offer, the Company may use such remaining amount for general corporate purposes. (e) If the aggregate principal amount of Senior Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes to be purchased on a pro rata basis, by lot or by a method that complies with the requiremetns of any stock exchange on which the Senior Notes are listed and that the Trustee considers fair and appropriate. (f) Upon completion of such an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (g) Notwithstanding the foregoing, to zero and the Company extent that any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied pursuant to this Section 4.14 but may use any remaining amount be retained for general corporate purposesso long, but only for so long, as the applicable local law prohibits repatriation to the United States. The Company will comply with promptly take all reasonable actions required by the applicable local law to permit such repatriation, and once such repatriation of any affected Net Proceeds is not prohibited under applicable tender offer rules (includinglocal law, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) such repatriation will be immediately effected and such repatriated Net Proceeds will be applied in the event that an manner set forth above as if such Asset Sale Offer is required under have occurred on the circumstances described hereindate of repatriation.

Limitation on Asset Sales. The Company will not engage innot, and will not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; assets sold or otherwise disposed of (b) except as determined in good faith by senior management or, in the case of an Asset Sale described in clause excess of $5.0 million, the Company’s Board of Directors); (a), 2) at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of received by the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; provided that (a) the amount of any liabilities (as shown on the most recent applicable balance sheet) of the Company 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 the purposes of this clause (2) so long as the documents governing such liabilities provide that there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities and (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Company or such Restricted Subsidiary into cash, shall be deemed to be cash to the extent of the cash received in that conversion; and (3) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days of receipt thereof: (a) to repay Indebtedness under the Credit Agreement; (b) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date (“Replacement Assets”); or (c) a combination of prepayment and investment permitted by the foregoing clauses (3)(a) and (3)(b). On the 361st day after an Asset Sale or such earlier date, if any, as the senior management or the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Available Cash Proceeds from each relating to such Asset Sale as set forth in clauses (x3)(a), (3)(b) to the acquisition of one or more Replacement Assets, or and (y3)(c) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any immediately preceding paragraph (each, a “Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the Offer Trigger Date”), such aggregate amount of Excess Net Cash Proceeds exceeds $10 millionwhich 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 immediately preceding paragraph (each a “Net Proceeds Offer Amount”) shall be applied by the Company shallor such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, or at any time after receipt of Excess Proceeds, the Company may, at its option, make from all Holders on a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal basis, that amount of Notes equal to the Excess Proceeds, Net Proceeds Offer Amount at a price in cash equal to 100% of the outstanding principal amount thereof of the Notes to be purchased, plus accrued interestand unpaid interest and Additional Interest, if any, thereon, to the purchase datedate of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any of its Restricted Subsidiaries, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder on the date of such conversion or disposition, as the case may be, and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.16. The Company may defer any Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Asset Sales in which case the accumulation of such amount shall constitute a Net Proceeds Offer Trigger Date (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to the immediately preceding paragraph). 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 covenant, and shall comply with the provisions of clause (3) of the first paragraph of this Section 4.16 with respect to such deemed sale as if it constituted an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.16. Each notice of a Net Proceeds Offer shall be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon completion receiving notice of such Asset Sale the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). To the extent that the aggregate amount of Excess the notes tendered pursuant to a Net Proceeds shall be reset to zero and Offer is less than the Net Proceeds Offer Amount, the Company may use any remaining amount such excess Net Proceeds Offer Amount for general corporate purposespurposes 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 at 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. Pending the final application of the Net Cash Proceeds, the Company and any its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Cash Proceeds in any manner not prohibited by this Indenture. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the event repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that an Asset Sale Offer is required 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 the circumstances described hereinSection 4.16 by virtue thereof.

Limitation on Asset Sales. The Company will not engage innot, and will not cause or permit any Subsidiary to engage inof its Restricted Subsidiaries to, directly or indirectly, make any Asset Sale Sale, unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; assets sold or otherwise disposed of and (bii) except in the case of an Asset Sale described in clause (a), at least 7585% of such consideration consists of (A) cash or Cash Proceeds Equivalents, (or B) properties and assets to be used in the assumption business of the Company and its Restricted Subsidiaries and/or (C) Equity Interests in any Person which thereby becomes a Wholly-Owned Restricted Subsidiary of the Company. The amount of any (i) Indebtedness (other than any subordinated Indebtedness) of the Company or such any Restricted Subsidiary relating to of the Capital Stock or Property Company that was is actually assumed by the subject of transferee in such Asset Sale and from which the release Company and the Restricted Subsidiaries of the Company are fully released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or any of its Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or any of its Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within thirty days of the related Asset Sale) by the Company or any of its Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange, for purposes of determining the percentage of cash consideration received by the Company or any of its Restricted Subsidiaries. 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 and as a result thereof the Company is no longer an obligor on the Securities, 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 4.07, and shall comply with the provisions of this Section 4.07 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 such Subsidiary from Indebtedness); (c) after giving effect its Restricted Subsidiaries deemed to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate be sold shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply deemed to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets be Net Cash Proceeds for assets that constitute Replacement Assetspurposes of this Section 4.07. The Company or such Restricted Subsidiary, as the case may be, may (i) apply the Net Available Cash Proceeds from each of any Asset Sale (x) within 365 days of receipt thereof to repay Specified Senior Indebtedness of the acquisition of one Company or more Replacement Assetssuch Restricted Subsidiary and permanently reduce any related commitment, or (yii) commit in writing to repurchase acquire, construct or repay Senior Debt (with a permanent reduction of availability improve, or acquire, construct or improve, properties and assets to be used in the case business of revolving credit borrowings); PROVIDED, HOWEVER, that the Company and its Restricted Subsidiaries and so apply such acquisition or such repurchase or repayment shall be made Net Cash Proceeds within 365 days after the consummation receipt thereof. To the extent all or part of the relevant Asset Sale. Any Net Available Cash Proceeds from of any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt applied within 365 days after consummation of such Asset Sale as described in clause (i) or (ii) of the relevant Asset Sale constitute immediately preceding paragraph (such Net Cash Proceeds, the "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 millionUNUTILIZED NET CASH PROCEEDS"), the Company shall, or at any time within 20 days after receipt of Excess Proceeds, the Company may, at its optionsuch 365th day, make an Offer to Purchase all outstanding Securities up to a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate maximum principal amount (expressed as a multiple of Notes $1,000) of Securities equal to the Excess such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the outstanding principal amount thereof thereof, plus accrued interestand unpaid interest thereon, if any, to the purchase datePurchase Date; PROVIDED, HOWEVER, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in accordance excess of $10.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph. With respect to any Offer to Purchase effected pursuant to this Section 4.07, among the Securities, to the extent the aggregate principal amount of Securities tendered pursuant to such Offer to Purchase exceeds the Unutilized Net Cash Proceeds to be applied to the repurchase thereof, such Securities shall be purchased PRO RATA based on the aggregate principal amount of such Securities tendered by each Holder. To the extent the Unutilized Net Cash Proceeds exceed the aggregate amount of Securities tendered by the Holders of the Securities pursuant to such Offer to Purchase, the Company may retain and utilize any portion of the Unutilized Net Cash Proceeds not applied to repurchase the Securities for any purpose consistent with the procedures set forth in other terms of this Indenture. Upon completion of such Asset Sale OfferIn the event that the Company makes an Offer to Purchase the Securities, the amount of Excess Proceeds Company shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (includingsecurities laws and regulations, without limitation, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under under, the Exchange Act) , and any violation of the provisions of this Indenture relating to such Offer to Purchase occurring as a result of such compliance shall not be deemed a Default or an Event of Default. Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be tendered in the event that an Asset Sale Offer is required under the circumstances integral multiple of $1,000 principal amount and subject to any proration among tendering Holders as described hereinabove.

Limitation on Asset Sales. The Company will not engage inPrior to the first Investment Grade Event, the Borrower shall not, and will shall not permit any Subsidiary to to, engage in, in any Asset Sale unless Disposition of any asset or Equity Interest except: (a) except Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the case ordinary course of business; (b) ordinary-course-of-business Dispositions of (i) an Asset Sale inventory; (ii) Cash and Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect; (c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a Wholly Owned Subsidiary; provided that if the transferor of such property is a Loan Party, the transferee thereof must also be a Loan Party; (e) Dispositions permitted by Section 7.03; (f) Dispositions of property (i) resulting from the requisition of tide to, seizure condemnation thereof or forfeiture of any Property or assets or any actual (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or an agreed after receipt of the condemnation proceeds or compromised total loss insurance proceeds of such condemnation or casualty, as applicable; (g) Dispositions of real property or non-operating assets; (h) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Borrower or any of the Subsidiaries; (i) Dispositions of Joint Venture Interests; (j) other Dispositions of property or assets in connection with the formation or operation of joint ventures permitted by this Agreement; (k) any Disposition of Qualified Securitization Assets pursuant to a Qualified Securitization Transaction; and (l) any other Dispositions; provided that (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; (b) except in the case of an Asset Sale described in clause (a), at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset SaleDisposition and any concurrent repayment of Indebtedness, on a pro forma basis as if it had occurred on the first day of the test period most recently ended, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall Borrower would be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, in accordance compliance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any then applicable requirements of Rule 14e-1 under Section 7.12 as of the Exchange Act) in date on which the event that an Asset Sale Offer is required under the circumstances described hereinbinding and enforceable sales agreement was executed with respect to such Disposition.

Limitation on Asset Sales. The Neither the Company nor any of its Subsidiaries will not engage in, and will not permit any Subsidiary to engage in, any consummate an Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such the applicable Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Property; assets sold or otherwise disposed of (b) except as determined in good faith by management of the case of an Company or, if such Asset Sale described involves consideration in clause (aexcess of $5.0 million, by the Board of Directors of the Company, as evidenced by a board resolution), (ii) at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held received by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, from such Asset Sale is 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, the Company applies, or causes such Subsidiary to apply, such Net Cash Proceeds within 180 days of receipt thereof either (A) to repay Indebtedness outstanding under the Credit Agreement or any Indebtedness of a Subsidiary of the Company that is not a Guarantor (and, to the extent such Indebtedness relates to principal under a revolving credit or similar facility, to obtain a corresponding reduction in the commitments thereunder, except that the Company may apply temporarily repay such Indebtedness using the consideration from such Asset Sale and thereafter use such funds to reinvest pursuant to clause (B) below within the period set forth therein without having to obtain a corresponding reduction in the commitments under such revolving credit or similar facility), (B) to reinvest, or to be contractually committed to reinvest pursuant to a binding agreement, in Productive Assets and, in the latter case, to have so reinvested within 360 days of the date of receipt of such Net Available Cash Proceeds or (C) to purchase Notes, Existing Senior Notes and other Indebtedness that is not, by its terms, expressly subordinated in right of payment to the Notes and the terms of which require an offer to purchase such other Indebtedness with the proceeds from each the Asset Sale (x) "Other Indebtedness"), pro rata tendered to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to for purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof (or the accreted value of such Other Indebtedness, if such Other Indebtedness is issued at a discount) plus accrued interestinterest thereon, if any, to the date of purchase datepursuant to an offer to purchase made by the Company as set forth below (a "Net Proceeds Offer"); provided that no Net Proceeds Offer shall be required to be made with any Asset Sales proceeds to the extent such Asset Sale proceeds have been, are the subject of or will be used to make an "Excess Cash Balance Offer" required pursuant to the Existing Senior Notes Indenture; provided, however, that the Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales not otherwise applied in accordance with this covenant equal or exceed $5.0 million. Subject to the deferral right set forth in the final proviso of the preceding paragraph, each notice of a Net Proceeds Offer will be mailed, by first-class mail, to Holders of Notes not more than 180 days after the relevant Asset Sale or, in accordance the event the Company or a Subsidiary has entered into a binding agreement as provided in (B) above, within 180 days following the termination of such agreement but in no event later than 360 days after the relevant Asset Sale. Such notice will specify, among other things, the purchase date (which will be no earlier than 30 days nor later than 45 days from the date such notice is mailed, except as otherwise required by law) and will otherwise comply with the procedures set forth in this Indenture. Upon completion receiving notice of such Asset Sale the Net Proceeds Offer, Holders of Notes may elect to tender their Notes in whole or in part in integral multiples of $1,000. To the extent Holders properly tender Notes in an amount which, together with all Other Indebtedness so tendered, exceeds the Net Proceeds Offer, Notes and such Other Indebtedness of tendering Holders will be repurchased on a pro rata basis (based upon the aggregate principal amount tendered). To the extent that the aggregate principal amount of Notes tendered pursuant to any Net Proceeds Offer, which, together with the aggregate principal amount or aggregate accreted value, as the case may be, of all Other Indebtedness so tendered, is less than the amount of Excess Net Cash Proceeds shall be reset subject to zero and such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes and such Other Indebtedness for any purposes otherwise permitted by this Indenture. Upon the consummation of any Net Proceeds Offer, the amount for general corporate purposesof Net Cash Proceeds subject to any future Net Proceeds Offer from the Asset Sales giving rise to such Net Cash Proceeds shall be deemed to be zero. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act to the extent applicable in connection with the event that an Asset Sale Offer is required under the circumstances described hereinrepurchase of Notes pursuant to a Net Proceeds Offer.

Limitation on Asset Sales. (a) The Company will not engage innot, and will not permit any Subsidiary to of its Restricted Subsidiaries to, engage in, any in an Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or 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 (which, if it exceeds $1 million, shall be determined by, and set forth in, a resolution of the Property; (b) except in Board of Directors of the case of an Asset Sale Company and described in clause an Officers' Certificate of the Company delivered to the Trustee) of the assets (a)including, if appropriate, Equity Interests) disposed of or issued, as appropriate, and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this Section (and not for purposes of any other provision of this Indenture), the term "cash" shall be deemed to include (i) any notes or other obligations received by the Company or such Restricted Subsidiary as consideration consists as part of Cash Proceeds such Asset Sale that are immediately converted by the Company or such Restricted Subsidiary into actual cash (or to the assumption extent of Indebtedness the actual cash so received), and (ii) any liabilities of the Company or such Restricted Subsidiary relating to (as shown on the Capital Stock most recent balance sheet of the Company or Property such Restricted Subsidiary) that was (A) are assumed by the transferee of the assets which are the subject of such Asset Sale as consideration therefor in a transaction the result of which is that the Company and all of its Subsidiaries are released from all liability for such assumed liability, (B) are not by their terms subordinated in right of payment to the release of Notes, (C) are not owed to the Company or such any Subsidiary of the Company, and (D) constitute short-term liabilities (as determined in accordance with GAAP). (b) Within 360 days after the receipt of any Net Proceeds from Indebtedness); (c) after giving effect to such an Asset Sale, the total non-cash consideration held by the Company from all may apply, directly or indirectly, such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses Net Proceeds (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 permanently reduce Indebtedness under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described herein.Bank Credit Agreement (and to correspondingly reduce commitments with

Limitation on Asset Sales. The Company will not engage inPrior to the first Investment Grade Event, the Borrower shall not, and will shall not permit any Subsidiary to to, engage in, in any Asset Sale unless Disposition of any asset or Equity Interest except: (a) except Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the case ordinary course of business; (b) ordinary-course-of-business Dispositions of (i) an Asset Sale inventory; (ii) Cash and Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect; (c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a Wholly Owned Subsidiary; provided that if the transferor of such property is a Loan Party, the transferee thereof must also be a Loan Party; (e) Dispositions permitted by Section 7.03; (f) Dispositions of property (i) resulting from the requisition of tide to, seizure condemnation thereof or forfeiture of any Property or assets or any actual (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or an agreed after receipt of the condemnation proceeds or compromised total loss insurance proceeds of such condemnation or casualty, as applicable; (g) Dispositions of real property or non-operating assets; (h) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Borrower or any of the Subsidiaries; (i) Dispositions of Joint Venture Interests; (j) other Dispositions of property or assets in connection with the formation or operation of joint ventures permitted by this Agreement; (k) any Disposition of Qualified Securitization Assets pursuant to a Qualified Securitization Transaction; and (l) any other Dispositions provided that (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; (b) except in the case of an Asset Sale described in clause (a), at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset SaleDisposition and any concurrent repayment of Indebtedness, on a pro forma basis as if it had occurred on the first day of the test period most recently ended, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall Borrower would be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, in accordance compliance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any then applicable requirements of Rule 14e-1 under Section 7.12 as of the Exchange Act) in date on which the event that an Asset Sale Offer is required under the circumstances described hereinbinding and enforceable sales agreement was executed with respect to such Disposition.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Subsidiary to engage inof its Subsidiaries, any Asset Sale unless (a) except in the case of (i) directly or indirectly, to, consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, receives consideration (including non-cash consideration, whose fair market value shall be determined in good faith by the Board of Directors of the Company or such Subsidiary, as evidenced by a Board Resolution) at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Property; assets sold or otherwise disposed of (bas determined in good faith by its Board of Directors, as evidenced by a Board Resolution); (2) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held received by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each shall be cash or Cash Equivalents; provided that this clause (2) shall not prohibit any Asset Sale (x) to for which the Company or such Subsidiary, as the case may be, receives 100% of the consideration, directly or through the acquisition of one or more Replacement AssetsCapital Stock of a Person, or in operating assets; and (y3) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDEDan Asset Sale by the Company or any of its Subsidiaries, HOWEVER, that the Company shall commit to apply the Net Cash Proceeds of such acquisition or such repurchase or repayment shall be made Asset Sale within 365 300 days after of the consummation of the relevant such Asset Sale. Any , and shall apply such Net Available Cash Proceeds from any within 360 days of receipt thereof (i) to invest in the businesses that the Company and its Recourse Subsidiaries are engaged in at the time of such Asset Sale that are not used or any like or related business, (ii) to so acquire Replacement Assets pay or to repurchase or repay Senior satisfy any Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When Company or any of its Subsidiaries (other than Debt which is subordinated by its terms to the aggregate amount Securities) or Preferred Stock of Excess Proceeds exceeds $10 milliona Subsidiary, including the Company shallDebt referred to in the last sentence of the definition thereof or make provision for the payment thereof, through an escrow or at any time after receipt of Excess Proceedsother fund, and/or (iii) to offer to purchase the Company may, at its option, make Securities in a pro rata tender offer (an a "Asset Sale Net Proceeds Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a redemption price in cash equal to 100% of the outstanding principal amount thereof plus accrued interestinterest thereon to the date of purchase; provided, if anyhowever, that the Company shall, to the extent required under the indenture governing the Deferred Coupon Notes, first offer to purchase dateany outstanding Deferred Coupon Notes in a tender offer at a redemption price equal to 100% of the accreted value thereof to the date of redemption, provided, further, however, that the Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales to be applied pursuant to this clause (3)(iii) equal or exceed $20,000,000; provided that (i) the Company and its Subsidiaries may retain up to $5,000,000 of Net Cash Proceeds from Asset Sales in any twelve-month period (without complying with clause (3)), and (ii) any Asset Sale that would result in a Change of Control shall not be governed by this Section 4.15 but shall be governed by the provisions described under Section 4.14 and paragraph 5(a) of the Securities. (b) Notice of a Net Proceeds Offer shall be mailed or caused to be mailed, by first class mail, by the Company, within 300 days after the relevant Asset Sale to all Holders at their last registered addresses as of a date within 15 days prior to 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 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 4.15 and that all Securities tendered will be accepted for payment; provided that, if the aggregate principal amount of Securities tendered in a Net Proceeds Offer exceeds the aggregate amount available for the Net Proceeds Offer, the Company shall select the Securities to be purchased on a pro rata basis (with such ad- justments 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 and the purchase date (which shall be determined in accordance with Section 4.15(a)) (the procedures set "Proceeds Purchase Date"); (3) that any Security not tendered will continue to accrue interest; (4) that, unless there is a default in making payment therefor, any Security 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 Security purchased pursuant to a 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 address specified in the notice prior to the close of business on the 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 two Business Days prior to the Proceeds Purchase Date, a facsimile transmission or letter setting forth in this Indenture. Upon completion the name of such Asset Sale Offerthe Holder, the principal amount of Excess Proceeds shall the Securities the Holder delivered for purchase and a statement that such Holder is withdrawing his or her election to have such Securities purchased; and (7) that Holders whose Securities are purchased only in part will be reset issued new Securities in a principal amount equal to zero and the Company may use any remaining amount for general corporate purposesunpurchased portion of the Securities surrendered. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange ActAct and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Securities pursuant to a Net Proceeds Offer. On or before the Proceeds Purchase Date, the Company or such Subsidiary of the Company, as the case may be, shall (i) accept for payment Securities or portions thereof tendered pursuant to the Net Proceeds Offer which are to be purchased in accordance with item (b)(1) above, (ii) deposit with the event that Paying Agent money sufficient to pay the purchase price of all Securities to be purchased and (iii) deliver to the Trustee Securities so accepted together with an Asset Sale Offer is required under Officers' Certificate stating the circumstances described hereinSecurities 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. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. The Company will not engage inshall not, and will shall not permit any Restricted Subsidiary to engage into, consummate any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such the Restricted Subsidiary, as the case may be, receives consideration at the time of such the Asset Sale at least equal to the Fair Market Value fair market value of the Property; (b) except in assets and properties sold or otherwise disposed of pursuant to the case of an Asset Sale described (as determined by the Board of Directors, whose determination in clause (agood faith shall be conclusive and evidenced by a Board Resolution), (ii) at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of received by the Company or such Subsidiary relating to the Capital Stock or Property that was Restricted Subsidiary, as the subject case may be, in respect of such the Asset Sale and the release consists of the Company cash or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, Cash Equivalents and (diii) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such the Asset Sale complies with clauses (a), (bi) and (c); PROVIDEDii) of this sentence. The amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is expressly assumed by the transferee in an Asset Sale and with respect to which the Company or the Restricted Subsidiary, HOWEVERas the case may be, is unconditionally released by the holder of that Indebtedness shall be deemed (i) to be cash or Cash Equivalents for purposes of clause (ii) of the requirement set forth preceding sentence and (ii) to constitute a repayment of, and a permanent reduction in, the amount of that Indebtedness for purposes of the second following 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) or Cash Equivalents, then such conversion or disposition shall constitute an Asset Sale and the Net Available Proceeds therefrom shall be applied in accordance with this covenant. A transfer of assets by the Company to a Wholly Owned Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a Wholly Owned Restricted Subsidiary will not constitute an Asset Sale, and a transfer of assets that constitutes a Restricted Investment and that is permitted under Section 10.10 will not constitute an Asset Sale. If substantially all (but not all) the property and assets of the Company and its Restricted Subsidiaries are transferred as an entirety to a Person in a transaction permitted under Article VIII, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Subsidiaries not so transferred for purposes of this Section 10.15 (other than the provision described in clause (bii) shall not apply of the first sentence of the immediately preceding paragraph) and must comply with the provisions of this Section 10.15 with respect to that deemed sale as if it were an Asset Sale in which Sale. In addition, the Fair Market Value of the Properties of the Company exchanges (a "Permitted Exchange") assets or its Subsidiaries deemed to be sold shall be deemed to be Net Available Proceeds for assets that constitute Replacement Assetspurposes of this Section 10.15. The If the Company or such any Restricted Subsidiary consummates an Asset Sale, the Company or any Restricted Subsidiary, as the case may be, may either, no later than 365 days after that Asset Sale, (i) apply all or any of the Net Available Proceeds from therefrom to repay Indebtedness (other than Subordinated Indebtedness) of the Company or any Restricted Subsidiary, PROVIDED, in each Asset Sale case, that the related loan commitment (xif any) to is thereby permanently reduced by the acquisition amount of one or more Replacement Assets, the Indebtedness so repaid or (yii) to repurchase invest all or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation any part of the relevant Asset Sale. Any Net Available Proceeds from any therefrom in Properties that replace the Properties that were the subject of the Asset Sale or in other Properties that are not will be used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation in the business of the relevant Asset Sale Company and the Restricted Subsidiaries. The amount of the Net Available Proceeds not applied or invested as provided in this paragraph shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described herein.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Restricted Subsidiary to engage into, directly or indirectly, consummate any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the PropertyProperty subject to such Asset Sale; (bii) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of paid to the Company or such Restricted Subsidiary relating to the Capital Stock or Property that was the subject of in connection with such Asset Sale and is in the release form of the Company cash or such Subsidiary from Indebtedness)cash equivalents; (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (diii) the Company delivers an Officers' Certificate to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with the foregoing clauses (ai) and (ii). For purposes of this covenant, the following are deemed to be cash: (x) the amount of any liabilities (other than liabilities that are by their terms subordinated to any other Debt of the Company or such Restricted Subsidiary, as the case may be) of the Company or such Restricted Subsidiary (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or other property in such Asset Sale, as a result of which the Company or the Restricted Subsidiaries are no longer obligated with respect to such liabilities and (y) securities received by the Company or any Restricted Subsidiary from the transferee that are immediately converted by the Company or such Restricted Subsidiary into cash. (b) and The Net Available Cash (cor any portion thereof) from Asset Sales (or an amount equal thereto) may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Debt): (i) to prepay, repay, legally defease or purchase Senior Debt of the Company or Debt of any Restricted Subsidiary (excluding, in any such case, any Debt owed to the Company or an Affiliate of the Company); or (ii) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary in an amount equal to such Net Available Cash received by the Company or another Restricted Subsidiary); PROVIDED, HOWEVER, that the requirement set forth in connection with any prepayment, repayment, legal defeasance or purchase of Debt pursuant to clause (bi) above, the Company or other Restricted Subsidiary shall not apply retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced by an amount equal to the principal amount so prepaid, repaid, legally defeased or purchased. (c) In the event that any Net Available Cash from an Asset Sale (or an amount equal thereto) is not applied in which accordance with the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or preceding paragraph within 270 days from the date of the receipt of such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement AssetsCash, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale Cash shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million5,000,000 (taking into account income earned on such Excess Proceeds, if any), the Company shall, or at any time after receipt of Excess Proceeds, will be required to make an offer to purchase (the Company may, at its option, make a pro rata offer (an "Asset Sale Prepayment Offer") to purchase from all Holders an aggregate principal the Securities which offer shall be in the amount of Notes equal to the Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price in cash equal to 100% of the outstanding Accreted Value thereof plus Liquidated Damages, if any, thereon to the purchase date, if such purchase is prior to July 15, 2003, or 100% of the principal amount thereof plus accrued interestand unpaid interest and Liquidated Damages, if any, thereon to the purchase date, if such purchase is on or after July 15, 2003 (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture. Upon completion To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all Holders of Securities have been given the opportunity to tender their Securities for purchase as described in Section 4.06(d), the Company may use such Asset Sale Offer, remaining amount for any purpose permitted by this Indenture and the amount of Excess Proceeds shall will be reset to zero zero. (1) Within ten business days after the Company is obligated to make a Prepayment Offer as described in the preceding paragraph, the Company shall send a written notice, by first-class mail, to the Trustee and the Holders of Securities (the "Prepayment Offer Notice"), accompanied by such information regarding the Company and its Subsidiaries as the Company in good faith believes will enable such Holders to make an informed decision with respect to such Prepayment Offer. The Prepayment Offer Notice shall state, among other things, (i) that the Company is offering to purchase Securities pursuant to the provisions of this Indenture, (ii) that any Security (or any portion thereof) accepted for payment (and duly paid on the Purchase Date) pursuant to the Prepayment Offer shall cease to accrue interest on the Purchase Date, (iii) that any Securities (or portions thereof) not properly tendered shall continue to accrue interest, (iv) the purchase price and purchase date, which shall be, subject to any contrary requirements of applicable law, no less than 30 days nor more than 60 days after the date the Prepayment Offer Notice is mailed (the "Purchase Date"), (v) the aggregate principal amount of Securities to be purchased, (vi) a description of the procedures which Holders of Securities must follow in order to tender their Securities and the procedures that Holders of Securities must follow in order to withdraw an election to tender their Securities for payment and (vii) all other instructions and materials necessary to enable Holders to tender Securities pursuant to the Prepayment Offer. (2) Not later than the date upon which written notice of a Prepayment Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Prepayment Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Sales pursuant to which such Prepayment Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Prepayment Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee or the Paying Agent shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount, the Trustee or the Paying Agent shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company or its agent at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may use any remaining be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount at maturity to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for general corporate purposespurchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent mails or delivers payment therefor to the surrendering Holder. (e) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company will 38 comply with any the applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 securities laws and regulations and will not be deemed to have breached its obligations under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described hereinthis Section by virtue thereof.

Limitation on Asset Sales. The (a) Neither the Company nor any of its Subsidiaries will not engage in, and will not permit any Subsidiary to engage in, any consummate an Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such the applicable Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Property; assets sold or otherwise disposed of (b) except as determined in good faith by management of the case of an Company or, if such Asset Sale described involves consideration in clause (aexcess of $2,500,000, by the Board of Directors of the Company, as evidenced by a board resolution), (ii) at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of received by the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each such Asset Sale is cash or Cash Equivalents (x) to other than in the acquisition case where the Company is exchanging all or substantially all the assets of one or more Replacement Assetsbroadcast businesses operated by the Company (including by way of the transfer of the capital stock) for all or substantially all the assets (including by way of the transfer of the capital stock) constituting one or more broadcast businesses operated by another Person, in which event the foregoing requirement with respect to the receipt of cash or Cash Equivalents shall not apply) and is received at the time of such disposition and (iii) upon the consummation of an Asset Sale, the Company applies or causes such Subsidiary to apply, such Net Cash Proceeds within 180 days of receipt thereof either (A) to repay the principal of the Senior Credit Facility or other Indebtedness ranking equal in right of payment to the Senior Credit Facility (but not including the Notes) (and, to the extent repayment of any such Indebtedness relates to principal under a revolving credit or similar facility, to obtain a corresponding reduction in the commitments thereunder), (B) to reinvest, or to be contractually committed to reinvest pursuant to a binding agreement, in Productive Assets and, in the latter case, to have so reinvested within 360 days of the date of receipt of such Net Cash Proceeds, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer"C) to purchase from all Holders an Securities (pro rata among the holders of Securities tendered to the Company for purchase, based upon the aggregate principal amount of Notes equal the Securities so tendered) tendered to the Excess Proceeds, Company for purchase at a price in cash equal to 100% of the outstanding principal amount thereof thereof, plus accrued interest thereon to the date of purchase, pursuant to an offer to purchase made by the Company as set forth below (a "NET PROCEEDS OFFER"); provided, however, that if at any time any non-cash consideration received by the Company or any Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with clause (iii) above; provided, further that the Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales to be applied equals or exceeds $5,000,000. In the event of a transaction effected in accordance with Section 5.01 which involves less than all of the property or assets of the Company, only property or assets not included in such transaction shall be deemed to have been transferred in an Asset Sale. (b) Subject to the deferral right set forth in the final proviso of paragraph (a), each notice of a Net Proceeds Offer pursuant to this Section 4.16 shall be mailed, by first class mail, by the Company to Holders of the Securities as shown on the applicable register of Holders of the Securities not more than 180 days after the relevant Asset Sale or, in the event the Company or a Subsidiary has entered into a binding agreement as provided in (B) above, within 180 days following the termination of such agreement but in no event later than 360 days after the relevant Asset Sale, 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 4.16 and that Holders of Securities may elect to tender their Securities in denominations of less than $1,000 and that all Securities validly 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 purchased on a pro rata basis (based upon the principal amount tendered); (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 45 days from the date such notice is mailed, if anyother than as may be required by law) (the "PROCEEDS PURCHASE DATE"); (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 Proceeds Purchase Date; (5) that Holders electing to have a Security purchased pursuant to a Net Proceeds Offer will be required to surrender the Security, properly endorsed for transfer together with such other customary documents as the Company reasonably may request, to the Paying Agent at the address specified in the notice prior to the close of business on the 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 Securities the Holder delivered for purchase dateand a statement that such Holder is 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; and (8) the circumstances and relevant facts regarding such Net Proceeds Offer. (c) On or before the Proceeds Purchase Date, the Company shall (i) accept for payment Securities or portions thereof validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price 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 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 out of funds deposited with the Paying Agent in accordance with the procedures set forth preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Securities equal in this Indentureprincipal amount to any unpurchased portion of the Securities surrendered. Upon completion payment of such Asset Sale Offerthe purchase price for the Securities accepted for purchase, the Trustee shall return the Securities purchased to the Company for cancellation. Any Securities not so accepted shall be promptly mailed by the Company to the Holder thereof. (d) If the aggregate principal amount of Securities validly tendered pursuant to any Net Proceeds Offer is less than the amount of Excess Net Cash Proceeds shall be reset subject to zero and such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Securities for purposes otherwise permitted by this Indenture. Upon the consummation of any Net Proceeds Offer, the amount for general corporate purposes. of Net Cash Proceeds subject to any future Net Proceeds Offer from the Asset Sales giving rise to such Net Cash Proceeds shall be deemed to be zero. (e) The Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with their purchase of Securities pursuant to a Net Proceeds Offer. To the event that an Asset Sale extent the provisions of any such rule conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the provisions of such rule and be deemed not to have breached its obligations relating to such Net Proceeds Offer is required under the circumstances described hereinby virtue thereof.

Limitation on Asset Sales. The Company will not engage inshall not, and will shall not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any consummate an Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Property; assets sold or otherwise disposed of (b) except as determined in good faith by management of the case of an Company or, if such Asset Sale described involves consideration in clause (aexcess of $10,000,000, by the board of directors of the Company, as evidenced by a board resolution), (ii) at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of received by the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may apply the Net Available Proceeds from each such Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability is in the case form of revolving credit borrowings); PROVIDED, HOWEVER, that cash or Cash Equivalents and is received at the time of such acquisition or such repurchase or repayment shall be made within 365 days after disposition and (iii) upon the consummation of the relevant an Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shallapplies, or at causes such Restricted Subsidiary to apply, such Net Cash Proceeds within 360 days of receipt thereof either (A) to repay any time after Senior Indebtedness of the Company or any Indebtedness of a Restricted Subsidiary of the Company (and, to the extent such Senior Indebtedness relates to principal under a revolving credit or similar facility, to obtain a corresponding reduction in the commitments thereunder, except that the Company may temporarily repay Senior Indebtedness using the Net Cash Proceeds from such Asset Sale and thereafter use such funds to reinvest pursuant to clause (B) below within the period set forth therein without having to obtain a corresponding reduction in the commitments thereunder), (B) to reinvest, or to be contractually committed to reinvest pursuant to a binding agreement, in Productive Assets and, in the latter case, to have so reinvested within 540 days of the date of receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer such Net Cash Proceeds or (an "Asset Sale Offer"C) to purchase from all Holders an aggregate principal amount of Notes equal Securities and other Senior Subordinated Indebtedness, pro rata tendered to the Excess Proceeds, Company for purchase at a price in cash equal to 100% of the outstanding principal amount thereof (or the accreted value of such other Senior Subordinated Indebtedness, if such other Senior Subordinated Indebtedness is issued at a discount) plus accrued interestinterest thereon, if any, to the date of purchase datepursuant to an offer to purchase made by the Company as set forth below (a “Net Proceeds Offer”); provided, however, that the Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales not otherwise applied in accordance with this covenant equal or exceed $15,000,000. Subject to the deferral right set forth in the final proviso of the preceding paragraph, each notice of a Net Proceeds Offer shall be mailed, by first-class mail, to Holders not more than 360 days after the relevant Asset Sale or, in accordance the event the Company or a Restricted Subsidiary has entered into a binding agreement as provided in (B) above, within 360 days following the termination of such agreement but in no event later than 540 days after the relevant Asset Sale. Such notice shall specify, among other things, the purchase date (which shall be no earlier than 30 days nor later than 45 days from the date such notice is mailed, except as otherwise required by law) and shall otherwise comply with the procedures set forth in this Indenture. Upon completion receiving notice of such Asset Sale the Net Proceeds Offer, Holders may elect to tender their Securities in whole or in part in integral multiples of $1,000. To the extent Holders properly tender Securities in an amount which, together with all other Senior Subordinated Indebtedness so tendered, exceeds the Net Proceeds Offer, Securities and other Senior Subordinated Indebtedness of tendering Holders shall be repurchased on a pro rata basis in integral multiples of $1,000 (based upon the aggregate principal amount tendered, or, if applicable, the aggregate accreted value tendered). To the extent that the aggregate principal amount of Securities tendered pursuant to any Net Proceeds Offer, which, together with the aggregate principal amount or aggregate accreted value, as the case may be, of all other Senior Subordinated Indebtedness so tendered, is less than the amount of Excess Net Cash Proceeds shall be reset subject to zero and such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Securities and other Senior Subordinated Indebtedness for any purposes not otherwise prohibited by this Indenture. Upon the consummation of any Net Proceeds Offer, the amount for general corporate purposesof Net Cash Proceeds subject to any future Net Proceeds Offer from the Asset Sales giving rise to such Net Cash Proceeds shall be deemed to be zero. The Company will shall comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act to the extent applicable in connection with the event that an Asset Sale Offer is required under the circumstances described hereinrepurchase of Securities pursuant to a Net Proceeds Offer.

Limitation on Asset Sales. (a) The Company will not engage inshall not, -------------------------- and will shall not permit any Restricted Subsidiary to engage into, directly or indirectly, consummate any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the PropertyProperty subject to such Asset Sale; (bii) except in the case of an Asset Sale described in clause (a), at least 75% of the consideration received by the Company or such consideration consists Restricted Subsidiary in connection with such Asset Sale is in the form of Cash Proceeds (cash, cash equivalents or Additional Assets or the assumption by the purchaser of Indebtedness liabilities of the Company or such any Restricted Subsidiary relating (other than liabilities that are by their terms subordinated to the Capital Stock or Property that was Securities) as a result of which the subject of such Asset Sale Company and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect Restricted Subsidiaries are no longer obligated with respect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, liabilities; and (diii) the Company delivers an Officers' Certificate to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with the foregoing clauses (ai) and (ii), . (b) The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Debt): (i) to prepay, repay, legally defease or purchase Senior Debt of the Company or any Restricted Subsidiary (excluding, in any such case, Disqualified Stock and Debt owed to the Company or an Affiliate of the Company); or (ii) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided, however, that in connection -------- ------- with any prepayment, repayment, legal defeasance or purchase of Debt pursuant to clause (i) above, the Company or such Restricted Subsidiary shall retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced by an amount equal to the principal amount so prepaid, repaid, legally defeased or purchased. (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to Any Net Available Cash from an Asset Sale not applied in which accordance with the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or preceding paragraph within twelve months from the date of the receipt of such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment Cash shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million10.0 million (taking into account income earned on such Excess Proceeds, if any), the Company shall, or at any time after receipt of Excess Proceeds, will be required to make an offer to purchase (the Company may, at its option, make a pro rata offer (an "Asset Sale Prepayment Offer") to purchase from all Holders an aggregate principal the Securities which offer shall be in the amount of Notes equal to the Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price in cash equal to 100% of the outstanding principal amount thereof plus accrued interestand unpaid interest thereon, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, ) in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture. Upon completion To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all holders of Securities have been given the opportunity to tender their Securities for purchase in accordance with this Indenture, the Company or such Asset Sale Offer, Restricted Subsidiary may use such remaining amount for any purpose permitted by this Indenture and the amount of Excess Proceeds shall will be reset to zero zero. (1) Within five Business Days after the Company is obligated to make a Prepayment Offer as described in the preceding paragraph, the Company shall send a written notice, by first-class mail, to the Trustee and the Holders of Securities (the "Prepayment Offer Notice"), accompanied by such information regarding the Company may use any remaining amount for general corporate purposesand its Subsi diaries as the Company in good faith believes will enable such Holders to make an informed decision with respect to such Prepayment Offer. The Prepayment Offer Notice shall state (i) that the Company will comply with is offering to purchase Securities pursuant to the provisions of this Indenture, (ii) that any applicable tender offer rules Security (includingor any portion thereof) accepted for payment (and duly paid on the Purchase Date) pursuant to the Prepayment Offer shall cease to accrue interest on the Purchase Date, without limitation(iii) that any Securities (or portions thereof) not properly tendered shall continue to accrue interest, (iv) the purchase price and purchase date, which shall be, subject to any applicable contrary requirements of Rule 14e-1 under applicable law, a Business Day no earlier than 30 days nor later than 60 days after the Exchange Actdate the Prepayment Offer Notice is mailed (the "Purchase Date"), (v) the aggregate principal amount of Securities to be purchased, (vi) a description of the procedures which Holders of Securities must follow in order to tender their Securities and the procedures that Holders of Securities must follow in order to withdraw an election to tender their Securities for payment and (vii) all other instructions and materials necessary to enable Holders to tender Securities pursuant to the Prepayment Offer. (2) Not later than the date upon which written notice of a Prepayment Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Prepayment Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Sales pursuant to which such Prepayment Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(a). On such date or prior to the Purchase Date, the Company shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) in cash or Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Prepayment Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancelation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee or the Paying Agent shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Secur ities delivered by the Company to the Trustee is less than the Offer Amount, the Trustee or the Paying Agent shall deliver the excess to the Company promptly after the expiration of the Offer Period for application in accordance with this Section. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an Asset Sale appro priate form duly completed, to the Company or its agent at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. If at the expiration of the Offer is required under Period the circumstances aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part shall be issued new Securities equal in princi pal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.06. A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent mails or delivers payment therefor to the surrendering Holder. (e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities as described hereinabove. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Prepayment Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by virtue thereof.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Restricted Subsidiary to engage into, any Asset Sale unless (a) except in the case of (i) directly or indirectly, consummate an Asset Sale resulting from (including the requisition of tide to, seizure or forfeiture sale of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; (bCapital Stock of any Restricted Subsidiary) except providing for Net Proceeds in the case excess of an Asset Sale described in clause (a), $2.5 million unless at least 75% of the Net Proceeds from such consideration consists Asset Sale are applied (in any manner otherwise permitted by this Indenture) to one or more of Cash Proceeds the following purposes in such combination as the Company shall elect: (a) an investment in another asset or business in the same line of business as, or a line of business similar to that of, the line of business of the Company and its Restricted Subsidiaries at the time of the Asset Sale or the assumption making of a capital expenditure otherwise permitted by this Indenture; provided that such investment occurs within 365 days of the date of such Asset Sale (the "Asset Sale Disposition Date"), (b) to reimburse the Company or its Restricted Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking, (c) to cash collateralize letters of credit; provided any such cash collateral released to the Company or its Restricted Subsidiaries upon the expiration of such letters of credit shall again be deemed to be Net Proceeds received on the date of such release, (d) the permanent purchase, redemption or other prepayment or repayment of outstanding Senior Indebtedness of the Company or such Subsidiary Indebtedness of the Company's Restricted Subsidiaries (with a corresponding reduction in any commitment relating thereto) on or prior to the Capital Stock or Property that was 365th day following the subject of such Asset Sale Disposition Date or (e) an Offer expiring on or prior to the Purchase Date. (b) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless at least 75% of the release consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or Marketable Securities; provided that, solely for purposes of calculating such 75% of the consideration, the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto, excluding contingent liabilities and trade payables) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such Subsidiary from Indebtedness); assets and (cy) after giving effect to such Asset Sale, the total non-cash consideration held any notes or other obligations received by the Company or any such Restricted Subsidiary from all such Asset Sales does not exceed $10 milliontransferee that are promptly, and (d) but in no event more than 90 days after receipt, converted by the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale Restricted Subsidiary into cash (x) to the acquisition extent of one or more Replacement Assetsthe cash received), or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation deemed to be cash and cash equivalents for purposes of the relevant Asset Salethis provision. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets applied or to repurchase or repay Senior Debt within 365 days after consummation invested as provided in the first sentence of the relevant Asset Sale this paragraph shall constitute "Excess Proceeds." " (c) When the aggregate amount of Excess Proceeds exceeds $10 million10.0 million (such date being an "Asset Sale Trigger Date"), the Company shall, or at any time after receipt shall make an Offer to all Holders of Notes to purchase the maximum principal amount of the Notes then outstanding that may be purchased out of Excess Proceeds, the Company may, at its option, make a pro rata an offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash in an amount equal to 100% of the outstanding principal amount thereof plus any accrued interestand unpaid interest and Liquidated Damages, if any, to the purchase date, Purchase Date in accordance with the procedures set forth in this Indenture. . (d) To the extent that any Excess Proceeds remain after completion of an Offer, the Company may use such remaining amount for general corporate purposes. (e) If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis, by lot or by a method that complies with the requirements of any stock exchange on which the Notes are listed and that the Trustee considers fair and appropriate. (f) Upon completion of such an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (g) Notwithstanding the foregoing, to zero and the Company extent that any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied as described in Section 4.15, but may use any remaining amount be retained for general corporate purposesso long, but only for so long, as the applicable local law prohibits repatriation to the United States. The Company shall promptly take all reasonable actions required by the applicable local law to permit such repatriation, and once such repatriation of any affected Net Proceeds is not prohibited under applicable local law, such repatriation will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) be immediately effected and such repatriated Net Proceeds will be applied in the event that an manner set forth above as if such Asset Sale Offer is required under have occurred on the circumstances described hereindate of repatriation.

Limitation on Asset Sales. The Company will not engage in, and will not permit any Subsidiary to engage in, any Asset Sale unless (a) except in the case The Company shall not, and shall not cause or permit any of (i) its Restricted Subsidiaries to, complete an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale sale or other disposition at least equal to the Fair Market Value of the Property; assets sold or otherwise disposed of; (b2) except in the case of an Asset Sale described in clause (a), at least not less than 75% of the consideration received by the Company or such consideration consists applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Proceeds Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(2), is received at the time of such sale or other disposition; provided, that the assumption amount of Indebtedness (i) any Debt or other liabilities that would appear as liabilities on a balance sheet prepared in accordance with GAAP (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary relating to that is actually assumed by the Capital Stock transferee in such Asset Sale (or Property that was a third party on behalf of the subject transferee) and from which the Company or such applicable Restricted Subsidiaries are fully and unconditionally released, and (ii) any securities or notes received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within 180 days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(2) and to have been received at the release time of such sale; and (b) The Asset Sale Proceeds received by the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may apply be applied, at the Net Available option of the Company or such Restricted Subsidiary: (1) if the assets subject of such Asset Sale constitute Notes Priority Lien Collateral, (i) first, to prepay, repay or purchase (or offer to prepay, repay or purchase, as applicable) any Priority Lien Obligations on a pro rata basis; and (ii) second, to prepay, repay or purchase (or offer to prepay, repay or purchase, as applicable) any Subordinated Lien Obligations on a pro rata basis; provided, that any repayment, prepayment or purchase of (or offer to prepay, repay or purchase) obligations under the PIK Toggle Notes shall be made as provided under Section 4.01, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued unpaid interest) or by making an offer (in accordance with the procedures set forth below for an Excess Proceeds from each Offer) to all Holders of PIK Toggle Notes to purchase their PIK Toggle Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of PIK Toggle Notes that would otherwise be purchased; (2) if the assets subject of such Asset Sale do not constitute Notes Priority Lien Collateral, to prepay, repay or purchase (or offer to prepay, repay or purchase, as applicable) indebtedness under any Credit Facilities or any other secured Debt of the Company (including the PIK Toggle Notes) or any Restricted Subsidiary; provided, that any repayment, prepayment or purchase of (or offer to prepay, repay or purchase) obligations under the PIK Toggle Notes shall be made as provided under Section 4.01, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued unpaid interest) or by making an offer (in accordance with the procedures set forth below for an Excess Proceeds Offer) to all Holders of PIK Toggle Notes to purchase their PIK Toggle Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of PIK Toggle Notes that would otherwise be purchased; or (3) to make capital expenditures or to make an investment in properties and assets that are used or useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale (x) to including the acquisition of one Capital Stock of any such business or more Replacement Assetsbusinesses); provided, that (i) the Consolidated Secured Leverage Ratio calculated as of the last day of the most recently ended quarter prior to the Asset Sale for which financial statements are required to be delivered does not exceed 2.5 to 1.0; and (ii) (x) such investment occurs, or (y) the Company or any such Restricted Subsidiary enters into contractual commitments to repurchase or repay Senior Debt so apply such Asset Sale Proceeds, subject only to customary conditions other than the obtaining of financing, in each case, within 365 days following the receipt of such Asset Sale Proceeds (with a permanent reduction of availability and, in the case of revolving credit borrowingsany commitment referred to in clause (y) above, the transactions contemplated thereby are consummated within 180 days of the date such commitment is entered into); PROVIDEDprovided, HOWEVERfurther, that to the extent Asset Sale Proceeds of Collateral are used to acquire additional assets, such acquisition or such repurchase or repayment shall be made within 365 days after additional assets (other than, for avoidance of doubt, Excluded Assets) are pledged subject to the consummation Intercreditor Agreement and the Collateral Trust Agreement, as Collateral for the benefit of the relevant Collateral Trustee, the Trustee and the Holders of PIK Toggle Notes. Pending any such reinvestment (x) Asset SaleSale Proceeds of Notes Priority Lien Collateral shall, as promptly as practicable, subject to the Intercreditor Agreement, be deposited in a Noteholder Proceeds Collateral Account pledged as Notes Priority Lien Collateral for the benefit of the Priority Lien Obligations, Subordinated Lien Obligations and ABL Debt Obligations in accordance with the Intercreditor Agreement and the Collateral Trust Agreement, and (y) Asset Sale Proceeds of ABL Priority Lien Collateral shall, as promptly as practicable, subject to the Intercreditor Agreement, be deposited in a deposit account or securities account pledged as ABL Priority Lien Collateral for the benefit of the ABL Debt Obligations, Priority Lien Obligations and Subordinated Lien Obligations in accordance with the Intercreditor Agreement and the Collateral Trust Agreement. Any Net Available Proceeds from If on the 45th day following any Asset Sale that are (or the 365th day if the Consolidated Secured Leverage Ratio calculated in accordance with Section 10.09(b)(3)(i) does not used exceed 2.5 to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of 1.0), the relevant Available Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds exceed $10 million7,500,000, the Company shall, or at any time after receipt of Excess Proceeds, will apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase (i) the Company may, PIK Toggle Notes and (ii) at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceedsother Secured Debt, in each case at a purchase price in cash equal to 100% of the outstanding principal amount thereof of the PIK Toggle Notes and such other Secured Debt, plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"); provided, that if the aggregate principal amount of PIK Toggle Notes (and other Secured Debt, if applicable) tendered pursuant to the Excess Proceeds Offer exceeds the Available Asset Sale Proceeds, the Company shall (i) first repurchase the tendered Priority Lien Debt before any Subordinated Lien Debt is repurchased and (ii) select PIK Toggle Notes to be repurchased on a pro rata basis, by lot or in such other manner as the Trustee shall determine. The Company may satisfy the foregoing obligations with respect to any such Available Asset Sale Proceeds by making an Excess Proceeds Offer with respect to such Available Asset Sale Proceeds prior to the expiration of the relevant 45-day period (or such longer period provided above) or with respect to Available Asset Sale Proceeds of less than $7,500,000. If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes or any purpose not otherwise prohibited by this Indenture the portion of the Available Asset Sale Proceeds not required to repurchase PIK Toggle Notes (or other Secured Debt, if applicable). Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (c) If the Company is required to make an Excess Proceeds Offer, the Company shall mail, within 30 days of the 45th day following the receipt of Available Asset Sale Proceeds (or the 365th day if the Consolidated Secured Leverage Ratio calculated in accordance with Section 10.09(b)(3)(i) does not exceed 2.5 to 1.0) exceeding $7,500,000 as specified in Section 10.09(b), a notice to the Holders, at the address appearing in the Register maintained by the Registrar, with a copy to the Trustee, stating the information set forth below. The notice, which shall govern the terms of the Excess Proceeds Offer, shall state: (1) that the Company is offering to apply the Available Asset Sale Proceeds to repurchase PIK Toggle Notes at a purchase price in cash equal to 100% of the principal amount of the PIK Toggle Notes, plus accrued and unpaid interest, if any, to the purchase date; (2) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); (3) the instructions that each Holder must follow in order to have PIK Toggle Notes purchased, which shall be reasonable and customary for transactions of this nature; and (4) the calculations used in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, determining the amount of Excess Available Asset Sale Proceeds shall to be reset applied to zero and the Company may use any remaining amount for general corporate purposespurchase of PIK Toggle Notes. The Company will shall comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the event repurchase of PIK Toggle Notes in connection with an Excess Proceeds Offer. To the extent that an Asset Sale Offer is required the provisions of any securities laws or regulations conflict with this Section 10.09, the Company shall comply with the applicable securities laws and regulations and shall be deemed not to have breached its obligations under the circumstances described hereinthis Section 10.09 by virtue of such compliance.

Limitation on Asset Sales. (a) The Company will not engage innot, and will not permit any Restricted Subsidiary to engage into, any directly or indirectly, consummate an Asset Sale unless (a) except in the case of Disposition, unless (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Disposition at least equal to the Fair Market Value fair market value (as determined in good faith by the board of directors of the Property; Company) of the assets disposed of, and (bii) except in the case consideration for such Asset Disposition consists of an Asset Sale described in clause (a), at least 75% cash, Cash Equivalents or Permitted Additional Assets; PROVIDED, that (x) the amount -48- of liabilities assumed by the transferee, (y) any notes or other Obligations received by the Company or such Restricted Subsidiary and converted into cash within 90 days following the receipt thereof or (z) with respect to the sale or other disposition of all of the Capital Stock of any Restricted Subsidiary, the amount of liabilities that remain the obligation of such consideration consists of Restricted Subsidiary subsequent to such sale or other disposition, shall be deemed to be "cash or Cash Equivalents." (b) Within 330 days from the date that any Asset Disposition is consummated, (i) the Net Proceeds thereof (x) will be reinvested in Additional Assets, or (y) will be applied to the assumption repayment, redemption or repurchase of Indebtedness of the Company which ranks PARI PASSU with the Securities or such Indebtedness of a Restricted Subsidiary relating which is not subordinated to the Capital Stock or Property that was the subject any other Indebtedness (which, in each case, will be a permanent reduction of such Asset Sale and the release of Indebtedness), or (ii) the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may apply will make an offer (a "NET PROCEEDS OFFER") to purchase, within 30 days of such Net Proceeds Offer (such date of purchase being the "NET PROCEEDS REPURCHASE DATE"), Securities and, if applicable, to redeem any Indebtedness ranking PARI PASSU with the Securities the provisions of which require the Company or a Restricted Subsidiary to redeem (or make an offer to do so) such Indebtedness with the proceeds of Asset Dispositions (or offer to do so), having an aggregate Offer Price (defined below) equal to the amount of Net Proceeds of such Asset Disposition not applied as provided in the foregoing clause (i) (less any amounts used to pay reasonable fees and expenses connected with such Net Proceeds Offer and, if applicable, other offer to redeem Indebtedness). Notwithstanding the foregoing, the Net Available Proceeds from each of an Asset Sale Disposition are not required to be applied in accordance with clause (xii) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When preceding paragraph, unless and until the aggregate amount Net Proceeds of Excess Proceeds exceeds all such Asset Dispositions not applied in accordance with clause (i) above exceed $10 10.0 million, . Pending the Company shall, or at final application of any time after receipt of Excess such Net Proceeds, the Company maymay temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. (c) If the Company or one of its Restricted Subsidiaries is required to make a Net Proceeds Offer pursuant to clause (b) above, the Company or such Restricted Subsidiary, or, at its optionthe request of the Company, make the Trustee, shall give notice of the Net Proceeds Offer to each Holder (the "NET PROCEEDS OFFER NOTICE"). The Company shall deliver a pro rata offer copy of the Net Proceeds Offer Notice to the Trustee not less than ten Business Days prior to the date on which such notice is required to be delivered to Holders by the Trustee. Any such notice shall contain all instructions and materials necessary to enable such Holders to deliver Securities pursuant to the Net Proceeds Offer including, without limitation, the following: (an "Asset Sale Offer"1) to purchase from all Holders an aggregate principal the Net Proceeds Repurchase Date; (2) the date by which the Net Proceeds Offer must be accepted; (3) the applicable amount of Notes equal Net Proceeds being applied to the Excess Proceeds, at repurchase of Securities in the Net Proceeds Offer (the "PURCHASE AMOUNT"); and (4) that Securities are to be surrendered for payment. The purchase price for any Securities subject to a price in cash equal to Net Proceeds Offer shall be 100% of the outstanding principal amount thereof thereof, plus accrued interestinterest and Additional Interest, if any, to the purchase Net Proceeds Repurchase Date (the "NOTES OFFER PRICE"). If, in connection with a Net Proceeds Offer, the Company or a Restricted Subsidiary is required to redeem (or offer to redeem) any other Indebtedness ranking PARI PASSU with the Securities subject to such Net Proceeds Offer, (1) the redemption price for such Indebtedness shall be as set forth in the documentation relating to such Indebtedness (which, together with the Notes Offer Price, shall constitute the "OFFER PRICE"), and (2) the amount of the Net Proceeds of the subject Asset Disposition shall be allocated as among Securities required to be subject to a Net Proceeds Offer and the redemption (or offer to do so) of such other Indebtedness on a PRO RATA basis relative to the outstanding aggregate principal amount of the Securities and such other Indebtedness. To accept a Net Proceeds Offer a Holder shall deliver to the Company (if it is acting as its own trustee) or to a trustee designated by the Company for such purpose in the notice referred to above on or before the Net Proceeds Repurchase Date, or, if such day is a Legal Holiday, the next subsequent day which is not a Legal Holiday, (i) written notice of the Holder's acceptance of the Net Proceeds Offer, which notice shall set forth the name of the Holder, the principal amount of Securities (or portions thereof) to be repurchased and a statement that an election to accept the Net Proceeds Offer is being made thereby, and (ii) the Securities with respect to which the Net Proceeds Offer is being accepted, duly endorsed for transfer to the Company. The Holder of such Securities shall be entitled to receive from the Company (if it is acting as its own trustee) or such other trustee designated by the Company for such purpose a nontransferable receipt of deposit evidencing such deposit. Such written notice may be withdrawn upon further written notice to such trustee on or prior to the third day preceding the Net Proceeds Repurchase Date. If the Net Proceeds Repurchase Date is between a regular record date for the payment of interest and the next succeeding interest payment date, any Security to be repurchased must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount to be repurchased (unless such Security shall have been called for redemption, in which case no such payment shall be required), and the interest on the principal amount of the Security being repurchased will be paid on such next succeeding interest payment date to the registered Holder of such Security on the immediately preceding record date. A Security repurchased on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of the Security being repurchased will be paid on such interest payment date to the registered Holder of such Security on the immediately preceding record date. In the event a Net Proceeds Offer shall be accepted in accordance with the procedures set forth in this Indenture. Upon completion terms hereof, the Company shall pay or cause to be paid the PRO RATA portion of the Purchase Amount with respect to the Securities as to which the Net Proceeds Offer shall have been accepted to the Holder of such Asset Sale OfferSecurities on the Net Proceeds Repurchase Date. If the aggregate Notes Offer Price of Securities validly tendered and not withdrawn by Holders exceeds the pro rata portion of the Net Proceeds allocable to the Securities, Securities to be purchased will be selected on a pro rata basis based on the principal amounts of Securities tendered. On or prior to a Net Proceeds Repurchase Date, the Company shall deposit with the Trustee or with a trustee designated by the Company for such purpose (or, if the Company is acting as its own trustee, segregate and hold in trust in accordance with Section 2.04) an amount of Excess money equal to the Purchase Amount. Both the notice of the Company and the notice of the Holder having been given as specified above, the Securities to be repurchased shall, on the Net Proceeds Repurchase Date, become due and payable and from and after such date (unless the Company shall default in the payment of the Purchase Amount) such Securities shall cease to bear interest. If any Security shall not be paid upon surrender thereof for repurchase, the principal and interest shall, until paid, bear interest from the Net Proceeds Repurchase Date at the rate borne by such Security. Any Security which is to be submitted for repurchase only in part shall be reset delivered pursuant to zero this provision (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company may use shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without any remaining service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to and in exchange for general corporate purposes. The the portion of the principal of such Security not submitted for repurchase. (d) If any repurchase pursuant to the foregoing provisions constitutes a tender offer as defined under the Exchange Act, the Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 and any other tender offer rules under the Exchange ActAct which then may be applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of such compliance. (e) in Any amount of Net Proceeds remaining after a Net Proceeds Offer shall be returned by the event that an Asset Sale Offer is required under Trustee to the circumstances described hereinCompany and may be used by the Company for any purpose not inconsistent with this Indenture.

Limitation on Asset Sales. (a) The Company will not engage innot, and will not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any directly or indirectly, consummate an Asset Sale Sale, unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or 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 (as determined in good faith by the board of directors of the PropertyCompany or the Restricted Subsidiary, as the case may be) of the assets disposed of, and (ii) the consideration for such Asset Sale consists of at least 85% cash; PROVIDED that (x) the amount of liabilities assumed by the transferee, (y) any notes or other obligations received by the Company or such Restricted Subsidiary and immediately converted into cash or (z) with respect to the sale or other disposition of all of the Capital Stock of any Restricted Subsidiary, the amount of liabilities that remain the obligation of such Restricted Subsidiary subsequent to such sale or other disposition, shall be deemed to be "cash". (b) except Within 12 months from the date that any Asset Sale is consummated, the Net Proceeds thereof shall be reinvested in Additional Assets or applied to the case redemption or repurchase of Debt of the Company which ranks PARI PASSU with the Securities or Debt of a Restricted Subsidiary of the Company which is not subordinated to other debt of such Restricted Subsidiary (which, in each case, shall be a permanent reduction of such Debt). To the extent that the Net Proceeds of an Asset Sale described in clause (a)are not so applied, at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may apply shall, within 30 days from the expiration of such 12-month period, use the remaining Net Available Proceeds from each Asset Sale (xless any amounts used to pay reasonable fees and expenses connected with a Net Proceeds Offer (as defined below)) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata an offer (an a "Asset Sale Net Proceeds Offer") to purchase from all Holders an aggregate principal amount of Notes equal to repurchase the Excess Proceeds, Securities at a price in cash equal to 100% of the outstanding principal amount thereof thereof, plus accrued interest, if any, interest to the purchase datedate of such repurchase, which date shall be on or before the 30th day after the date of the Net Proceeds Offer (the "Net Proceeds Repurchase Date"), in accordance with the procedures set forth provisions of clause (c) below. Notwithstanding the foregoing, the Net Proceeds of an Asset Sale are not required to be applied in this Indenture. Upon completion of accordance with the preceding paragraph, unless and until the aggregate Net Proceeds for all such Asset Sale OfferSales in a 12-month period exceeds $5,000,000. (c) If the Company or one of its Restricted Subsidiaries is required to make a Net Proceeds Offer pursuant to clause (b) above, the amount Company or such Restricted Subsidiary, or, at the request of Excess the Company, the Trustee, shall give notice of the Net Proceeds shall be reset Offer to zero and each Holder (the Company may use any remaining amount for general corporate purposes"Net Proceeds Offer Notice"). The Company will comply with any applicable tender offer rules (shall also deliver a copy of the Net Proceeds Offer Notice to the Trustee. Any such notice shall contain all instructions and materials necessary to enable such Holders to deliver Securities pursuant to the Net Proceeds Offer including, without limitation, any the following: (1) the Net Proceeds Repurchase Date; (2) the date by which the Net Proceeds Offer must be accepted; (3) the applicable requirements amount of Rule 14e-1 under Net Proceeds being applied to the Exchange Act) repurchase of Securities in the event Net Proceeds Offer (the "Purchase Amount"); and (4) that an Asset Sale Securities are to be surrendered for payment. To accept a Net Proceeds Offer a Holder shall deliver to the Company (if it is required under the circumstances described herein.acting as its own Paying Agent) or to

Limitation on Asset Sales. The Company will not engage in, and will not permit any Subsidiary to engage in, any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide title to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such 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 PropertyProperty subject to such Asset Sale; (b) except in the case of an Asset Sale described in subclauses (i) or (ii) of clause (a), at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement requirements set forth in clause (b) and (c) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (other than Indebtedness owed to the Company or an affiliate of the Company) (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. The following amounts will be deemed to be cash for purposes of this provision: (i) any liabilities of the Company or any Subsidiary (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto), other than liabilities that by their terms are subordinated to the Notes or the applicable Subsidiary Guarantee that are assumed by the transferee of any such assets as a result of which the Company and its subsidiaries are no longer obligated with respect to such liabilities and (ii) any Indebtedness or other obligations received by the Company or any such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 120 days of such Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer to all holders of Notes and other Indebtedness (excluding the Senior Notes due 2007; PROVIDED that the Company may make an offer to purchase such notes in accordance with their terms) that ranks by its terms equally in right of payment with the Notes and the terms of which contain substantially similar requirements with respect to the application of net proceeds from asset sales as are contained in the Indenture (an "Asset Sale Offer") to purchase from all Holders an aggregate on a pro rata basis the maximum principal amount of the Notes equal to and other such Indebtedness in integral multiples of $1,000 that may be purchased out of the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. Within five business days after the Company is obligated to make an Asset Sale Offer, the Company will send a written notice to holders of Notes, accompanied by such information as the Company in good faith believes will enable holders to make an informed decision with respect to the Asset Sale Offer. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described herein.

Limitation on Asset Sales. The Company will not engage inPrior to the first Investment Grade Event, the Borrower shall not, and will shall not permit any Subsidiary to to, engage in, in any Asset Sale unless Disposition of any asset or Equity Interest except: (a) except Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the case ordinary course of business; (b) ordinary-course-of-business Dispositions of (i) an Asset Sale inventory; (ii) Cash and Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect; (c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a Wholly Owned Subsidiary; provided that if the transferor of such property is a Loan Party, the transferee thereof must also be a Loan Party; (e) Dispositions permitted by Section 7.03; (f) Dispositions of property (i) resulting from the requisition of tide to, seizure condemnation thereof or forfeiture of any Property or assets or any actual (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or an agreed after receipt of the condemnation proceeds or compromised total loss insurance proceeds of such condemnation or casualty, as applicable; (g) Dispositions of real property or non-operating assets; (h) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Borrower or any of the Subsidiaries; (i) Dispositions of Joint Venture Interests; (j) other Dispositions of property or assets in connection with the formation or operation of joint ventures permitted by this Agreement; (k) any Disposition of Qualified Securitization Assets pursuant to a Qualified Securitization Transaction; (l) any other Dispositions provided that (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; (b) except in the case of an Asset Sale described in clause (a), at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset SaleDisposition and any concurrent repayment of Indebtedness, on a pro forma basis as if it had occurred on the first day of the test period most recently ended, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall Borrower would be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, in accordance compliance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any then applicable requirements of Rule 14e-1 under Section 7.12 as of the Exchange Act) in date on which the event that an Asset Sale Offer is required under the circumstances described hereinbinding and enforceable sales agreement was executed with respect to such Disposition.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Restricted Subsidiary to to, engage in, in any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Property; Properties sold or otherwise disposed of pursuant to the Asset Sale, (bii) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of received by the Company or such Subsidiary relating to the Capital Stock or Property that was Restricted Subsidiary, as the subject case may be, in respect of such Asset Sale and the release consists of the Company cash or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, Cash Equivalents and (diii) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (bi) and (cii) of this Section 10.17(a); PROVIDED, HOWEVER, . The amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Company or such Restricted Subsidiary that is expressly assumed by the requirement set forth transferee in clause (b) shall not apply to an such Asset Sale in and with respect to which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, shall be deemed to be cash or Cash Equivalents for purposes of clause (ii) and shall also be deemed to constitute a repayment of, and a permanent reduction in, the amount of such Indebtedness for purposes of the following paragraph. (b) If the Company or any Restricted Subsidiary engages in an Asset Sale or incurs an Event of Loss, the Company or such Restricted Subsidiary may either, no later than 365 days after such Asset Sale or such Event of Loss, (i) apply all or any of the Net Available Proceeds from each Asset Sale therefrom to permanently repay Indebtedness (xother than Subordinated Indebtedness) to of the acquisition of one Company or more Replacement Assetsany Restricted Subsidiary, or (yii) to repurchase invest all or repay Senior Debt (with a permanent reduction any part of availability the Net Available Proceeds thereof in Properties that replace the Properties that were the subject of such Asset Sale or such Event of Loss, as the case may be, or in other Properties that will be used in the case business of the Company and its Restricted Subsidiaries. Pending the final application of any such Net Available Proceeds, the Company or any Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings); PROVIDED, HOWEVERincluding borrowings under the Credit Facility, that or otherwise invest such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale in a manner that are is not used to so acquire Replacement Assets prohibited by the Indenture. The amount of such Net Available Proceeds not applied or to repurchase or repay Senior Debt within 365 days after consummation invested as provided in the first sentence of the relevant Asset Sale this paragraph shall constitute "Excess Proceeds." " (c) When the aggregate amount of Excess Proceeds equals or exceeds $10 million10,000,000 (the "Trigger Date"), the Company shallshall make an offer to purchase, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders of the Securities and then outstanding Pari Passu Indebtedness required to be repurchased or repaid on a permanent basis in connection with an Asset Sale, an aggregate principal amount of Notes Securities and any such Pari Passu Indebtedness equal to such Excess Proceeds as follows: (1) Not later than the 30th day following the Trigger Date, the Company shall give to the Trustee in the manner provided in Section 14.4 hereof and each Holder of the Securities in the manner provided in Section 14.5 hereof, a notice (a "Purchase Notice") offering to purchase (a "Net Proceeds Offer") from all Holders of the Securities the maximum principal amount (expressed as a multiple of $1,000) of Securities that may be purchased out of an amount (the "Payment Amount") equal to the product of such Excess ProceedsProceeds multiplied by a fraction, at the numerator of which is the outstanding principal amount of the Securities and the denominator of which is the sum of the outstanding principal amount of the Securities and such Pari Passu Indebtedness, if any (subject to proration in the event such amount is less than the aggregate Offered Price (as defined in clause (2) below) of all Securities tendered), and to the extent required by any such Pari Passu Indebtedness and provided there is a permanent reduction in the principal amount of such Pari Passu Indebtedness, the Company shall make an offer to purchase such Pari Passu Indebtedness (a "Pari Passu Offer") in an amount (the "Pari Passu Indebtedness Amount") equal to the excess of the Excess Proceeds over the Payment Amount. (2) The offer price for the Securities shall be payable in cash in an amount equal to 100% of the outstanding principal amount thereof of the Securities tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest, if any, to the purchase datedate such Net Proceeds Offer is consummated (the "Offered Price"), in accordance with the procedures set forth in paragraph (d) of this IndentureSection. To the extent that the aggregate Offered Price of the Securities tendered pursuant to a Net Proceeds Offer is less than the Payment Amount relating thereto or the aggregate amount of the Pari Passu Indebtedness that is purchased or repaid pursuant to the Pari Passu Offer is less than the Pari Passu Indebtedness Amount (such shortfall constituting a "Net Proceeds Deficiency"), the Company may use such Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the limitations of Section 10.10 hereof. (3) If the aggregate Offered Price of Securities validly tendered and not withdrawn by Holders thereof exceeds the Payment Amount, Securities to be purchased will be selected on a pro rata basis by the Trustee based on the aggregate principal amount of Securities so tendered. Upon completion of such Asset Sale a Net Proceeds Offer, the amount of Excess Proceeds shall be reset to zero zero. (4) The Purchase Notice shall set forth a purchase date (the "Net Proceeds Payment Date"), which shall be on a Business Day no earlier than 30 days nor later than 60 days from the Trigger Date. The Purchase Notice shall also state (i) that a Trigger Date with respect to one or more Asset Sales has occurred and that such Holder has the right to require the Company to repurchase such Holder's Securities at the Offered Price, subject to the limitations described in the foregoing paragraph (3), (ii) any information regarding such Net Proceeds Offer required to be furnished pursuant to Rule 13e-1 under the Exchange Act and any other securities laws and regulations thereunder, (iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest, (iv) that, unless the Company defaults in depositing money with the Paying Agent in accordance with the last paragraph of clause (d) of this Section 10.17, or payment is otherwise prevented, any Security, or portion thereof, accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Payment Date, and (v) the instructions a Holder must follow in order to have his Securities repurchased in accordance with paragraph (d) of this Section. (d) Holders electing to have Securities purchased will be required to surrender such Securities to the Paying Agent at the address specified in the Purchase Notice at least five Business Days prior to the Net Proceeds Payment Date. Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three Business Days prior to the Net Proceeds Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the certificate number(s) (in the case of Physical Securities) and principal amount of the Securities delivered for purchase by the Holder as to which his election is to be withdrawn and a statement that such Holder is withdrawing his election to have such Securities purchased. Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. On the Net Proceeds Payment Date, the Company shall (i) accept for payment Securities or portions thereof validly tendered pursuant to a Net Proceeds Offer in an aggregate principal amount equal to the Payment Amount or such lesser amount of Securities as has been tendered, (ii) irrevocably deposit with the Paying Agent money sufficient to pay the purchase price of all Securities or portions thereof so tendered in an aggregate principal amount equal to the Payment Amount or such lesser amount and (iii) deliver or cause to be delivered to the Trustee the Securities so accepted. The Paying Agent shall promptly mail or deliver to Holders of the Securities so accepted payment in an amount equal to the purchase price, and the Company may use shall execute and the Trustee shall authenticate and mail or make available for delivery to such Holders a new Security having the notation of Subsidiary Guarantees thereon executed by the Subsidiary Guarantors and equal in principal amount to any remaining amount unpurchased portion of the Security which any such Holder did not surrender for general corporate purposespurchase. Any Securities not so accepted will be promptly mailed or delivered to the Holder thereof. The Company shall announce the results of a Net Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date. For purposes of this Section 10.17, the Trustee will act as the Paying Agent. (e) The Company shall not permit any Restricted Subsidiary to enter into or suffer to exist any agreement that would place any restriction of any kind (other than pursuant to law or regulation) on the ability of the Company to make a Net Proceeds Offer following any Asset Sale. The Company shall comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) Act and any other securities laws and regulations thereunder, if applicable, in the event that an Asset Sale Offer occurs and the Company is required under the circumstances to purchase Securities as described hereinin this Section 10.17.

Limitation on Asset Sales. The Company will not engage innot, and will not permit any Subsidiary to of its Subsidiaries to, engage in, any in an Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such the Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (evidenced by a resolution of the Property; Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets or Properties issued or sold or otherwise disposed of and (bii) except in the case of an Asset Sale described in clause (a), at least 7585% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of therefor received by the Company or such Subsidiary relating is in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company’s or such Subsidiary’s most recent balance sheet) of the Company or any Subsidiary (other than contingent liabilities and liabilities that are Subordinated Indebtedness or otherwise by their terms subordinated to the Capital Stock Notes or Property the Subsidiary Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability and (y) any notes or other obligations received by the Company or any such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash within 180 days of closing such Asset Sale (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Within 180 days after the receipt of any Net Cash Proceeds from any Asset Sale, the Company may (i) apply all or any of the Net Cash Proceeds therefrom to permanently repay (and, in the case of revolving borrowings, to correspondingly reduce commitments with respect thereto) Indebtedness under the Senior Credit Facility or other Indebtedness having a Lien on the property that was the subject of such Asset Sale (but only to the extent such Lien was a Permitted Lien), or (ii) invest all or any part of the Net Cash Proceeds thereof in properties and assets that replace the release properties or other assets that were the subject of such Asset Sale or in other properties or other assets that will be used in the business of the Company or its Subsidiaries as existing on the Issue Date. Pending the final application of any such Subsidiary from Indebtedness); (c) after giving effect to such Asset SaleNet Cash Proceeds, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of temporarily reduce borrowings under any revolving credit borrowings); PROVIDED, HOWEVER, facility or otherwise invest such Net Cash Proceeds in any manner that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Saleis not prohibited by this Indenture. Any Net Available Cash Proceeds from any an Asset Sale that are not used applied or invested as provided in the first sentence of this paragraph will be deemed to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds“Available Proceeds Amount." ” When the aggregate amount of Excess Available Proceeds Amount exceeds $10 2.0 million, the Company shallshall make an offer to purchase, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders of the Notes and any then outstanding Pari Passu Indebtedness required to be repurchased or repaid on a permanent basis in connection with an Asset Sale, an aggregate principal amount of Notes and any such Pari Passu Indebtedness equal to such Available Proceeds Amount as follows: (i) (A) The Company shall make an offer to purchase (an “Asset Proceeds Offer”) from all Holders of the Notes in accordance with the procedures set forth in this Indenture the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased out of an amount (the “Payment Amount”) equal to the Excess Proceedsproduct of such Available Proceeds Amount multiplied by a fraction, at the numerator of which is the outstanding principal amount of the Notes and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Indebtedness, if any (subject to proration in the event such amount is less than the aggregate Offered Price (as defined in clause (ii) below) of all Notes tendered), and (B) to the extent required by any such Pari Passu Indebtedness and provided there is a permanent reduction in the principal amount of such Pari Passu Indebtedness, the Company shall make an offer to purchase such Pari Passu Indebtedness (a “Pari Passu Offer”) in an amount (the “Pari Passu Indebtedness Amount”) equal to the excess of the Available Proceeds Amount over the Payment Amount. (ii) The offer price for the Notes shall be payable in cash in an amount equal to 100% of the outstanding principal amount thereof of the Notes tendered pursuant to an Asset Proceeds Offer, plus accrued and unpaid interest, if any, to the purchase datedate such Asset Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to an Asset Proceeds Offer is less than the Payment Amount relating thereto or the aggregate amount of the Pari Passu Indebtedness that is purchased or repaid pursuant to the Pari Passu Offer is less than the Pari Passu Indebtedness Amount (such shortfall constituting an “Asset Proceeds Deficiency”), the Company may use such Asset Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the limitations of Section 4.10. (iii) If the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the Payment Amount, Notes to be purchased will be selected on a pro rata basis. Upon completion of such Asset Sale Net Proceeds Offer and Pari Passu Offer, the amount of Excess Available Proceeds Amount shall be reset to zero and zero. The Payment Amount may be reduced by the principal amount of Notes acquired by the Company may use through purchase or redemption (other than pursuant to a Change of Control Offer) subsequent to the date of the Asset Sale and surrendered to the Trustee for cancellation. The Company will not permit any remaining amount for general corporate purposesSubsidiary to enter into or suffer to exist any agreement (excluding Permitted Liens) that would place any restriction of any kind (other than pursuant to law or regulation) on the ability of the Company to make an Asset Proceeds Offer following any Asset Sale. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) , and any other securities laws and regulations thereunder, if applicable, in the event that an Asset Sale Offer occurs and the Company is required under the circumstances to purchase Notes as described hereinabove.

Limitation on Asset Sales. The Company will not engage inPrior to the first achievement by the Borrower of an Investment Grade Rating, the Borrower shall not, and will shall not permit any Subsidiary to to, engage in, in any Asset Sale unless Disposition of any asset or Equity Interest except: (a) except Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the case ordinary course of business; (b) ordinary-course-of-business Dispositions of (i) an Asset Sale inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect; (c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a Wholly Owned Subsidiary; provided that if the transferor of such property is a Loan Party, the transferee thereof must also be a Loan Party; (e) Dispositions permitted by Section 7.03; (f) Dispositions of property (i) resulting from the requisition of tide to, seizure condemnation thereof or forfeiture of any Property or assets or any actual (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or an agreed after receipt of the condemnation proceeds or compromised total loss insurance proceeds of such condemnation or casualty, as applicable; (g) Dispositions of real property or non-operating assets; (h) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Borrower or any of the Subsidiaries; (i) Dispositions of Joint Venture Interests; (j) other Dispositions of property or assets in connection with the formation or operation of joint ventures permitted by this Agreement; and (k) any other Dispositions provided that (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; (b) except in the case of an Asset Sale described in clause (a), at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset SaleDisposition and any concurrent repayment of Indebtedness, on a pro forma basis as if it had occurred on the first day of the test period most recently ended, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall Borrower would be conclusive, certifying that such Asset Sale complies in compliance with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess ProceedsSection 7.12." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described herein.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Restricted Subsidiary to engage into, any Asset Sale unless (a) except in the case of (i) directly or indirectly, consummate an Asset Sale resulting from (including the requisition of tide to, seizure or forfeiture sale of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; (bCapital Stock of any Restricted Subsidiary) except providing for Net Proceeds in the case excess of an Asset Sale described in clause (a), $2,500,000 unless at least 75% of the Net Proceeds from such consideration consists Asset Sale are applied (in any manner otherwise permitted hereunder) to one or more of Cash the following purposes in such combination as the Company shall elect: (i) an investment in another asset or business in the same line of business as, or a line of business similar to that of, the line of business of the Company and its Restricted Subsidiaries at the time of the Asset Sale; provided that such investment occurs on or prior to the 365th day following the date of such Asset Sale (the "Asset Sale Disposition Date"), (ii) to reimburse the Company or its Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking, (iii) the purchase, redemption or the assumption other prepayment or repayment of outstanding Senior Indebtedness of the Company or such Subsidiary relating Indebtedness of the Company's Restricted Subsidiaries on or prior to the Capital Stock or Property that was 365th day following the subject of such Asset Sale Disposition Date or (iv) an Offer expiring on or prior to the Purchase Date. (b) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless at least 75% of the release consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents or marketable securities; provided that, solely for purposes of calculating such 75% of the consideration, the amount of (i) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto, excluding contingent liabilities and trade payables), of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Senior Notes) that are assumed by the transferee of any such Subsidiary from Indebtedness); assets and (cii) after giving effect to such Asset Sale, the total non-cash consideration held any notes or other obligations received by the Company or any such Restricted Subsidiary from all such Asset Sales does not exceed $10 milliontransferee that are promptly, and (d) but in no event more than 30 days after receipt, converted by the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale Restricted Subsidiary into cash (x) to the acquisition extent of one or more Replacement Assetsthe cash received), or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation deemed to be cash and cash equivalents for purposes of the relevant Asset Salethis provision. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets applied or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale invested as provided in Section 4.14(a) hereof shall constitute "Excess Proceeds." " (c) When the aggregate amount of Excess Proceeds exceeds $10 million5,000,000 (such date being an "Asset Sale Trigger Date"), the Company shall, or at any time after receipt shall make an Offer to all Holders of Senior Notes to purchase the maximum principal amount of the Senior Notes then outstanding that may be purchased out of Excess Proceeds, the Company may, at its option, make a pro rata an offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash in an amount equal to 100% of the outstanding principal amount thereof plus any accrued interestand unpaid interest and Liquidated Damages, if any, to the purchase date, Purchase Date in accordance with the procedures set forth in this Indenture. . (d) To the extent that substantially concurrently with being required to make an offer to the holders of the Senior Notes on account of an Asset Sale, the Company is required to make a similar Offer to holders of any other Indebtedness ranking pari passu with the Senior Notes (including without limitation the Senior PIK Notes), the Excess Proceeds allocable to each such Offer shall be allocated as nearly as practicable pro rata as between the Senior Notes and the Senior PIK Notes in accordance with the respective principal amount thereof. (e) To the extent that any Excess Proceeds remain after completion of an Offer, the Company may use such remaining amount for general corporate purposes. (f) If the aggregate principal amount of Senior Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes to be purchased on a pro rata basis, by lot or by a method that complies with the requirements of any stock exchange on which the Senior Notes are listed and that the Trustee considers fair and appropriate. (g) Upon completion of such an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (h) Notwithstanding the foregoing, to zero and the Company extent that any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied pursuant to this Section 4.14 but may use any remaining amount be retained for general corporate purposesso long, but only for so long, as the applicable local law prohibits repatriation to the United States. The Company will comply with promptly take all reasonable actions required by the applicable local law to permit such repatriation, and once such repatriation of any affected Net Proceeds is not prohibited under applicable tender offer rules (includinglocal law, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) such repatriation will be immediately effected and such repatriated Net Proceeds will be applied in the event that an manner set forth above as if such Asset Sale Offer is required under have occurred on the circumstances described hereindate of repatriation.

Limitation on Asset Sales. The Company will not engage innot, and will not permit any Subsidiary to engage inof its Subsidiaries to, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such the applicable Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; assets sold or otherwise disposed; (b2) except in the case of an Asset Sale described in clause (a), at least 75100% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of received by the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each such Asset Sale is in the form of cash or Cash Equivalents and is received at the time of such disposition; provided that (xa) the amount of any liabilities (as shown on the most recent applicable balance sheet) of the Company or such Subsidiary (other than liabilities that are by their terms subordinated to the acquisition Notes) that are assumed by the transferee of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that any such acquisition or such repurchase or repayment assets shall be made deemed to be cash for purposes of this provision so long as the documents governing such liabilities or the assumption thereof provide that there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities and (b) the Fair Market Value of any marketable securities received by the Company or any such Subsidiary in exchange for any such assets that are converted into cash or Cash Equivalents within 365 60 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any such Asset Sale shall be deemed to be cash for purposes of this provision; and (3) the Company shall apply, or cause such Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 10 Business Days of receipt thereof to make an investment in property, plant, equipment or other non-current assets that are not replace the properties and assets that were the subject of such Asset Sale or that will be used to so acquire Replacement Assets or to repurchase useful in a Permitted Business or repay Senior Debt within 365 days after consummation the acquisition of all of the relevant Capital Stock of a Person engaged in a Permitted Business. On the 11th Business Day after an Asset Sale constitute "Excess Proceeds." When or 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 relating to such Asset Sale as set forth in clause (3) of the preceding paragraph (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Excess Net Cash Proceeds exceeds $10 millionwhich have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (3) of the preceding paragraph (each a “Net Proceeds Offer Amount”) shall be applied by the Company or such Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate maximum principal amount of Notes equal to that may be purchased with the Excess Proceeds, Net Proceeds Offer Amount at a price in cash equal to 100% of the outstanding principal amount thereof thereof, plus accrued interestand unpaid interest and Additional Interest thereon, if any, to the purchase datedate of purchase; provided, however, that notwithstanding anything to the contrary in accordance this covenant, consideration received by the Company or any such Subsidiary from an Asset Sale of any Xxxxxx Shares shall not constitute Net Cash Proceeds until the consummation of the Xxxxxx Acquisition. The Company may defer any Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Asset Sales in which case the accumulation of such amount shall constitute a Net Proceeds Offer Trigger Date (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to the immediately preceding paragraph). Upon the completion of each Net Proceeds Offer, the Net Proceeds Offer Amount will be reset at zero, and for the avoidance of doubt, if the aggregate principal amount of Notes properly tendered in connection with such Net Proceeds Offer was less than the Net Proceeds Offer Amount, any Net Cash Proceeds relating to, and remaining following the completion of, such Net Proceeds Offer shall no longer constitute Net Cash Proceeds for purposes of this Section 4.11. 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 completion receiving notice of such Asset Sale the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of Excess tendering Holders will be purchased on a pro rata basis (based on amounts tendered) or on as nearly a pro rata basis as is practicable (subject to the Depository’s procedures). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be reset to zero and the Company may use any remaining amount for general corporate purposesrequired by law. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the event repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that an Asset Sale Offer is required the provisions of any securities laws or regulations conflict with this Section 4.11 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 circumstances described hereinthis Section 4.11 by virtue of such compliance.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Subsidiary to engage inof its Restricted Subsidiaries to, consummate any Asset Sale unless unless: (a1) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Subsidiaryany of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the PropertyCapital Stock, assets or property sold or otherwise disposed of pursuant to such Asset Sale; and (b2) except in the case of an a Permitted Asset Sale described in clause (a)Swap, at least 7575.0% of the consideration from such consideration consists of Cash Proceeds (or the assumption of Indebtedness of Asset Sale received by the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement Assets; provided, however, to the extent that the assets sold in such Asset Sale were part of the Collateral and the assets received as non-cash consideration are required to be pledged as collateral pursuant to the Senior Credit Facility, such assets will be pledged as Collateral pursuant to the Security Documents reasonably promptly after receipt by the Company or a Restricted Subsidiary thereof. For purposes of this clause (2) the amount of: (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto for which internal financial statements are available immediately preceding such date or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Company’s or such Restricted Subsidiary’s balance sheet or in the notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet in the good faith determination of the Company) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are extinguished in connection with the transactions relating to such Asset Sale, or that are assumed by the transferee of any such assets, property or Capital Stock, in each case, pursuant to an agreement that releases or indemnifies the Company or such Restricted Subsidiary, as the case may be, from further liability therefor; (B) any securities, notes or other obligations or other assets or property received by the Company or any Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case within 180 days following the receipt thereof; and (C) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this subclause (C) that is at that time outstanding, not to exceed the greater of (x) $100.0 million and (y) 5.0% of Total Assets, calculated at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value); shall each be deemed to be Cash Equivalents. Notwithstanding the foregoing, the 75.0% limitation referred to in clause (2) of this Section 4.10(a) shall be deemed satisfied with respect to any Asset Sale in which the cash, Cash Equivalents and Replacement Assets portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, if the proceeds before tax would have complied with the aforementioned 75.0% limitation. (b) Within 365 days after the Company’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Company or a Restricted Subsidiary, at its option, may apply an amount equal to the Net Available Cash Proceeds from each such Asset Sale (xor any portion thereof) as follows: (1) if such Net Cash Proceeds are from an Asset Sale that is not a disposition of Collateral, to the acquisition of one repay, prepay, defease, redeem, reduce, purchase or more Replacement Assets, or otherwise retire (y) and to repurchase or repay Senior Debt (correspondingly reduce commitments with a permanent reduction of availability respect thereto in the case of revolving credit borrowings): (x) Indebtedness or other Obligations under the Ex-Im Credit Facility, (y) Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) that is secured by a Lien on assets that do not constitute a part of the Collateral (other than Indebtedness owed to an Affiliate of the Company) or (z) Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations) that is secured by a Lien on assets that do not constitute a part of the Collateral (other than Indebtedness owed to the Company or an Affiliate of the Company); (2) if such Net Cash Proceeds are from an Asset Sale that is not a disposition of Collateral, in the case of an Asset Sale by a Restricted Subsidiary that is a Non-Guarantor Subsidiary, to repay, prepay, defease, redeem, reduce, purchase or otherwise retire (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) Indebtedness of such Restricted Subsidiary or any other Restricted Subsidiary that is a Non-Guarantor Subsidiary; (3) to repay, prepay, defease, redeem, reduce, purchase or otherwise retire (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings): (x) Indebtedness or other Obligations under the Senior Credit Facility and any Pari Passu Lien Obligations (other than Indebtedness owed to the Company or an Affiliate of the Company and the Notes) or (y) the Notes by, at its option (i) redeeming Notes as provided under Section 3.01, (ii) purchasing Notes through open market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof), or (iii) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100.0% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; (4) to make an investment in, purchase or otherwise acquire any one or more businesses, assets (other than working capital assets), properties or capital expenditures, in each case used or useful in a Similar Business or to make payments (including without limitation prepayments and progress payments) in connection with such investment, purchase or other acquisition; PROVIDED, HOWEVERprovided, that if such investment, purchase or acquisition is in the form of the acquisition of Capital Stock of a Person, such investment, purchase or acquisition results in such repurchase Person becoming a Restricted Subsidiary; provided, further, that to the extent the assets acquired with the Net Cash Proceeds of a disposition are required to be pledged as collateral pursuant to the Senior Credit Facility, such assets will be pledged as Collateral pursuant to the Security Documents reasonably promptly after receipt by the Company or repayment shall a Restricted Subsidiary thereof; (5) to make an investment in, purchase or otherwise acquire any one or more businesses, assets (other than working capital assets) or properties that replace the businesses, assets and/or properties that are the subject to such Asset Sale; provided, that to the extent the assets acquired with the Net Cash Proceeds of a disposition are required to be made pledged as collateral pursuant to the Senior Credit Facility, such assets will be pledged as Collateral pursuant to the Security Documents reasonably promptly after receipt by the Company or a Restricted Subsidiary thereof; or (6) any combination of the foregoing, provided, that the Company and its Subsidiaries will be deemed to have complied with the provisions described in clause (4) or (5) of this Section 4.10(b) if and to the extent that, within 365 days after the consummation Company’s or any Restricted Subsidiary’s receipt of such Net Cash Proceeds, the Company or a Restricted Subsidiary, as applicable, has entered into and not abandoned or rejected a binding agreement to make an investment, purchase or other acquisition in compliance with the provision described in clause (4) or (5) of this Section 4.10(b), and that investment, purchase or other acquisition is thereafter completed within 180 days after the end of such 365-day period. (c) Notwithstanding the foregoing, to the extent that repatriation to the United States of any or all of the relevant Net Cash Proceeds of any Asset SaleSales by a Foreign Subsidiary (x) is prohibited or delayed by applicable local law or (y) would have a material adverse tax consequence (taking into account any foreign tax credit or other net benefit actually realized in connection with such repatriation that would not otherwise be realized), as determined by the Company in its sole discretion, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this covenant, and such amounts may be retained by the applicable Foreign Subsidiary; provided that clause (x) of this paragraph shall apply to such amounts so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law and is not subject to clause (y) of this paragraph, then, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be applied (net of additional taxes payable or reserved against as a result thereof) in compliance with this covenant. The time periods set forth in this covenant shall not start until such time as the Net Cash Proceeds may be repatriated (whether or not such repatriation actually occurs). (d) Pending the final application of any such Net Cash Proceeds, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness (including under a revolving Debt Facility) or otherwise invest or utilize such Net Cash Proceeds in any manner not prohibited by this Indenture. Any amount of Net Available Cash Proceeds from any Asset Sale that are is not used applied or invested as provided and within the time period set forth in Section 4.10(b) will be deemed to so acquire Replacement Assets constitute “Excess Proceeds”; provided, that any amount of proceeds offered to Holders pursuant to clause (3) of Section 4.10(b) or pursuant to repurchase or repay Senior Debt within 365 days after consummation of the relevant an Asset Sale constitute "Offer made at any time after the Asset Sale shall be deemed to have been applied as required and shall not be deemed to be Excess Proceeds." Proceeds without regard to the extent to which such offer is accepted by the Holders. When the aggregate amount of Excess Proceeds exceeds $10 50.0 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, will be required to make a pro rata an offer (an "“Asset Sale Offer"”) to purchase from all Holders of Notes and, to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Company (or the Subsidiary Guarantor, as applicable) to make an aggregate offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Sale, to purchase the maximum principal amount of Notes equal and any such Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at a an offer price in cash in an amount equal to 100100.0% of the outstanding principal amount thereof of the Notes and Pari Passu Indebtedness plus accrued interestand unpaid interest to (but not including) the date of purchase (or such lesser price with respect to the Pari Passu Indebtedness, if any, to as may be provided by the purchase dateterms of such Indebtedness), in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable. (e) To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so properly tendered and not withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds (any such amount, “Retained Declined Proceeds”) for any purpose not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by Holders or lenders, collectively, exceeds the amount of Excess Proceeds, selection of Notes for purchase will be made by the Company in accordance with Section 3.04(f). Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described hereinat zero.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Subsidiary to engage inof its Subsidiaries, any Asset Sale unless (a) except in the case of (i) directly or indirectly, to, consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, receives consideration (including non-cash consideration, whose fair market value shall be determined in good faith by the Board of Directors of the Company or such Subsidiary, as evidenced by a Board Resolution) at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Property; assets sold or otherwise disposed of (bas determined in good faith by its Board of Directors, as evidenced by a Board Resolution); (2) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held received by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each shall be cash or Cash Equivalents; provided that this clause (2) shall not prohibit any Asset Sale (x) to for which the Company or such Subsidiary, as the case may be, receives 100% of the consideration, directly or through the acquisition of one or more Replacement AssetsCapital Stock of a Person, or in operating assets; and (y3) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDEDan Asset Sale by the Company or any of its Subsidiaries, HOWEVER, that the Company shall commit to apply the Net Cash Proceeds of such acquisition or such repurchase or repayment shall be made Asset Sale within 365 300 days after of the consummation of the relevant such Asset Sale. Any , and shall apply such Net Available Cash Proceeds from any within 360 days of receipt thereof (i) to invest in the businesses that the Company and its Recourse Subsidiaries are engaged in at the time of such Asset Sale that are not used or any like or related business, (ii) to so acquire Replacement Assets pay or to repurchase or repay Senior satisfy any Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When Company or any of its Subsidiaries (other than Debt which is subordinated by its terms to the aggregate amount Securities) or Preferred Stock of Excess Proceeds exceeds $10 milliona Subsidiary, including the Company shallDebt referred to in the last sentence of the definition thereof or make provision for the payment thereof, through an escrow or at any time after receipt of Excess Proceedsother fund, and/or (iii) to offer to purchase the Company may, at its option, make Securities in a pro rata tender offer (an a "Asset Sale Net Proceeds Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a redemption price in cash equal to 100% of the outstanding principal amount thereof plus accrued interestinterest thereon to the date of purchase; provided, if anyhowever, that the Company shall, to the extent required under the indentures governing the Deferred Coupon Notes, the 2005 Notes, the 2006 Notes and 2007 Notes, first offer to purchase dateany outstanding Deferred Coupon Notes in a tender offer at a redemption price equal to 100% of the accreted value thereof to the date of redemption, and then offer to purchase any outstanding 2006 Notes, in a tender offer at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to the date of purchase, and then offer to purchase any outstanding 2007 Notes, in a tender offer at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to the date of repurchase, and then offer to purchase any outstanding 2005 Notes, in a tender offer at a redemption price equal to 100% of the 38 principal amount thereof plus accrued interest thereon to the date of purchase, provided, further, however, that the Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales to be applied pursuant to this clause (3)(iii) equal or exceed $25,000,000; provided that (i) the Company and its Subsidiaries may retain up to $7,000,000 of Net Cash Proceeds from Asset Sales in any twelve-month period (without complying with clause (3)), and (ii) any Asset Sale that would result in a Change of Control shall not be governed by this Section 4.15 but shall be governed by the provisions described under Section 4.14 and paragraph 5(a) of the Securities. (b) Notice of a Net Proceeds Offer shall be mailed or caused to be mailed, by first class mail, by the Company, within 300 days after the relevant Asset Sale to all Holders at their last registered addresses as of a date within 15 days prior to 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 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 4.15 and that all Securities tendered will be accepted for payment; provided that, if the aggregate principal amount of Securities tendered in a Net Proceeds Offer exceeds the aggregate amount available for the Net Proceeds Offer, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company, so that only Securities in denominations of $1,000 or multiples thereof shall be purchased); (2) the purchase price and the purchase date (which shall be determined in accordance with Section 4.15(a)) (the procedures set "Proceeds Purchase Date"); (3) that any Security not tendered will continue to accrue interest; (4) that, unless there is a default in making payment therefor, any Security 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 Security purchased pursuant to a 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 address specified in the notice prior to the close of business on the 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 two Business Days prior to the Proceeds Purchase Date, a facsimile transmission or letter setting forth in this Indenture. Upon completion the name of such Asset Sale Offerthe Holder, the principal amount of Excess Proceeds shall the Securities the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his or her election to have such Securities purchased; and (7) that Holders whose Securities are purchased only in part will be reset issued new Securities in a principal amount equal to zero and the Company may use any remaining amount for general corporate purposesunpurchased portion of the Securities surrendered. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange ActAct and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Securities pursuant to a Net Proceeds Offer. On or before the Proceeds Purchase Date, the Company or such Subsidiary of the Company, as the case may be, shall (i) accept for payment Securities or portions thereof tendered pursuant to the Net Proceeds Offer which are to be purchased in accordance with item (b)(l) above, (ii) deposit with the event that Paying Agent money sufficient to pay the purchase price of all Securities to be purchased and (iii) deliver to the Trustee Securities so accepted together with an Asset Sale Offer is required under Officers' Certificate stating the circumstances described hereinSecurities 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. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Restricted Subsidiary to to, engage in, in any Asset Sale Sales unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; Properties sold or otherwise disposed of pursuant to the Asset Sale, (bii) except in the case of an Asset Sale described in clause (a), at least 7580% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of received by the Company or such Subsidiary relating to the Capital Stock or Property that was Restricted Subsidiary, as the subject case may be, in respect of such Asset Sale and the release consists of the Company cash or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, Cash Equivalents and (diii) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (bi) and (cii) of this Section 10.15(a); PROVIDED, HOWEVER, . The amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Company or such Restricted Subsidiary that is expressly assumed by the requirement set forth transferee in clause (b) shall not apply to an such Asset Sale in and with respect to which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, shall be deemed to be cash or Cash Equivalents for purposes of clause (ii) and shall also be deemed to constitute a repayment of, and a permanent reduction in, the amount of such Indebtedness for purposes of the following paragraph (b). If at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may apply 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 Available Proceeds from each thereof shall be applied in accordance with this Section 10.15. A transfer of assets by the Company to a Restricted Subsidiary or by a Subsidiary to the Company or to a Restricted Subsidiary will not be deemed to be an Asset Sale and a transfer of assets that constitutes a Restricted Investment and that is permitted under Section 10.10 will not be deemed to be an Asset Sale. In the event of the transfer of substantially all (xbut 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 VIII, the acquisition successor corporation shall be deemed to have sold the properties and assets of one the Company and its Subsidiaries not so transferred for purposes of this Section 10.15, and shall comply with the provisions of this Section 10.15 with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such Properties of the Company or more Replacement Assetsits Subsidiaries deemed to be sold shall be deemed to be Net Available Proceeds for purposes of this Section 10.15. (b) If the Company or any Restricted Subsidiary engages in an Asset Sale, the Company or any Restricted Subsidiary may either, no later than 270 days after such Asset Sale, (i) apply all or any of the Net Available Proceeds therefrom to repay Indebtedness (other than Subordinated Indebtedness) of the Company or any Restricted Subsidiary, provided, in each case, that the related loan commitment (if any) is thereby permanently reduced by the amount of such Indebtedness so repaid, or (yii) to repurchase invest all or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation any part of the relevant Asset Sale. Any Net Available Proceeds from any thereof in Properties that replace the Properties that were the subject of such Asset Sale or in other Properties that are not will be used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation in the business of the relevant Asset Sale Company and its Restricted Subsidiaries. The amount of such Net Available Proceeds not applied or invested as provided in this paragraph shall constitute "Excess Proceeds"." (c) When the aggregate amount of Excess Proceeds equals or exceeds $10 million5,000,000 (the "Trigger Date"), the Company shallshall make an offer to purchase, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders of the Securities, an aggregate principal amount of Notes Securities equal to such Excess Proceeds as follows: (i) Not later than the 30th date following the Trigger Date, the Company shall give to the Trustee in the manner provided in Section 15.4 hereof and each Holder of the Securities in the manner provided in Section 15.5 hereof, a notice (a "Purchase Notice") offering to purchase (a "Net Proceeds Offer") from all Holders of the Securities the maximum principal amount (expressed as a multiple of $1,000) of Securities that may be purchased out of an amount (the "Payment Amount") equal to such Excess Proceeds, at a . (ii) The offer price for the Securities shall be payable in cash in an amount equal to 100% of the outstanding principal amount thereof of the Securities tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest, if any, and the Liquidated Damages, if any, to the purchase datedate such Net Proceeds Offer is consummated (the "Offered Price"), in accordance with the procedures set forth in paragraph (d) of this IndentureSection. To the extent that the aggregate Offered Price of the Securities tendered pursuant to a Net Proceeds Offer is less than the Payment Amount relating thereto (such shortfall constituting a "Net Proceeds Deficiency"), the Company may use such Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the limitations of Section 10.10 hereof. (iii) If the aggregate Offered Price of Securities validly tendered and not withdrawn by Holders thereof exceeds the Payment Amount, Securities to be purchased will be selected on a pro rata basis by the Trustee based on the aggregate principal amount of Securities so tendered. Upon completion of such Asset Sale a Net Proceeds Offer, the amount of Excess Proceeds shall be reset zero. (iv) The Purchase Notice shall set forth a purchase date (the "Net Proceeds Payment Date"), which shall be on a Business Day no earlier than 30 days nor later than 60 days from the Trigger Date. The Purchase Notice shall also state (i) that a Trigger Date with respect to zero one or more Asset Sales has occurred and that such Holder has the right to require the Company to repurchase such Holder's Securities at the Offered Price, subject to the limitations described in the foregoing paragraph (iii), (ii) any information regarding such Net Proceeds Offer required to be furnished under the Exchange Act and any other securities laws and regulations thereunder, (iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest, (iv) that, unless the Company defaults in depositing money with the Paying Agent in accordance with the last paragraph of clause (d) of this Section 10.15, or payment is otherwise prevented, any Security, or portion thereof, accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Payment Date, and (v) the instructions a Holder must follow in order to have his Securities repurchased in accordance with paragraph (d) of this Section. (d) Holders electing to have Securities purchased will be required to surrender such Securities to the Paying Agent at the address specified in the Purchase Notice at least five Business Days prior to the Net Proceeds Payment Date. Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three Business Days prior to the Net Proceeds Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the certificate number(s) (in the case of Physical Securities) and principal amount of the Securities delivered for purchase by the Holder as to which his election is to be withdrawn and a statement that such Holder is withdrawing his election to have such Securities purchased. Holders whose Securities are purchased only in part will be issued new Securities of like tenor and equal in principal amount to the unpurchased portion of the Securities surrendered. On or prior to the Net Proceeds Payment Date, the Company shall (i) accept for payment Securities or portions thereof validly tendered pursuant to a Net Proceeds Offer in an aggregate principal amount equal to the Payment Amount or such lesser amount of Securities as has been tendered, (ii) irrevocably deposit with the Paying Agent money sufficient to pay the purchase price of all Securities or portions thereof so tendered in an aggregate principal amount equal to the Payment Amount or such lesser amount and (iii) deliver or cause to be delivered to the Trustee the Securities so accepted. The Paying Agent shall promptly mail or deliver to Holders of the Securities so accepted payment in an amount equal to the purchase price, and the Company may use shall execute and the Trustee shall authenticate and mail or make available for delivery to such Holders a new Security of like tenor and equal in principal amount to any remaining amount unpurchased portion of the Security which any such Holder did not surrender for general corporate purposespurchase. Any Securities not so accepted will be promptly mailed or delivered to the Holder thereof. The Company shall announce the results of a Net Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date. For purposes of this Section 10.15, the Trustee will act as the Paying Agent. (e) The Company shall not permit any Restricted Subsidiary to enter into or suffer to exist any agreement that would place any restriction of any kind (other than pursuant to law or regulation) on the ability of the Company to make a Net Proceeds Offer following any Asset Sale. The Company shall comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) Act and any other securities laws and regulations thereunder, if applicable, in the event that an Asset Sale Offer occurs and the Company is required under the circumstances to purchase Securities as described hereinin this Section 10.15.

Limitation on Asset Sales. The Company will not engage innot, and will not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such Subsidiary, as the case may be, applicable Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Propertyassets that are sold or otherwise disposed of, as reasonably determined in good faith by the Company’s Board of Directors or a senior officer of the Company; and (b2) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (received by the Company or the assumption applicable Restricted Subsidiary from the Asset Sale is in the form of cash or Cash Equivalents; provided that in the case of the sale of all of the IMC Salt Business Unit and Xxxxx, in the alternative, up to 35% of the consideration received by the Company or the applicable Restricted Subsidiary in the sale may be in the form of Capital Stock of the Person that will hold the IMC Salt Business Unit and Xxxxx following the Asset Sale if the re mainder is in the form of cash or Cash Equivalents; provided, further, that the requirement in this clause (2) shall not apply in the case of the sale of all or any part of the IMC Chemicals Business Unit. For the purposes of clause (2) above, the amount of any Indebtedness shown on the most recent applicable balance sheet of the Company or such Subsidiary relating the applicable Restricted Subsidiary, other than Indebtedness that is by its terms subordinated to the Capital Stock Notes or Property any Note Guarantee, that was is assumed by the subject transferee of any such Asset Sale and the release of assets will be deemed to be cash. Additionally, the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may must apply the Net Available Cash Proceeds from each Asset Sale to: (x1) to repay Indebtedness under the acquisition Credit Agreement; (2) repay (including by purchase) secured obligations; (3) repay (including by purchase) any Indebtedness of one any Restricted Subsidiary that is not a Guarantor; and/or (4) make an investment in or more expenditures for assets (including Capital Stock of any entity) (a) that replace the assets that were the subject of the Asset Sale or (b) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings”); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Cash Proceeds from any that the Company does not apply, or decides not to apply, in accordance with the preceding paragraph will constitute a “Net Proceeds Offer Amount.” The 366th day after an Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation any earlier date on which the Board of Directors of the relevant Asset Sale constitute "Excess ProceedsCompany determines not to apply the Net Cash Proceeds in accordance with the preceding paragraph is a “Net Proceeds Offer Trigger Date." ” When the aggregate amount of Excess Net Proceeds Offer Amount is equal to or exceeds $10 25.0 million, the Company shallmust make an offer to purchase (the “Net Proceeds Offer”) on a date that is not less than 30 days nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, or at any time after receipt from (a) all Holders of Excess ProceedsNotes and (b) all holders of other Indebtedness (“Other Indebtedness”) that (x) is not, by its terms, expressly subordinated in right of payment to the Company mayNotes and (y) contains provisions requiring that an offer to purchase such Other Indebtedness be made with the proceeds from the Asset Sale, at its option, make on a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate basis, the maximum principal amount of Notes equal to and Other Indebtedness that may be purchased with the Excess Proceeds, at a Net Proceeds Offer Amount. The offer price for Notes in cash any Net Proceeds Offer will be equal to 100% of the outstanding principal amount thereof of the Notes to be pur chased, plus any accrued interestand unpaid interest on such Notes, if any, to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds from such Asset Sale must be applied in accordance with this Section 4.10: (1) in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or (2) in the event of the transfer of substantially all, but not all, of the 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 assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.10, and shall comply with the provisions of this Section 4.10 with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.10. Notwithstanding the provisions described in the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such provisions to the extent that (a) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (b) such Asset Sale is for fair market value. Any cash consideration that does not constitute Replacement Assets that is received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted under this paragraph will constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. The Company shall mail a notice of a Net Proceeds Offer by first-class mail, postage prepaid, 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, containing 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 this Section 4.10, that all Notes tendered will be accepted for payment; provided, however, that if the aggregate principal amount of Notes and Other Indebtedness 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 on a pro rata basis, the Notes and Other Indebtedness to be purchased (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, as ap plicable, 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 offer price (including the amount of accrued interest) and the Net Proceeds Offer date of payment (“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 surrender such Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the business day prior to the Net Proceeds Offer Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second business day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of the Notes such Holder delivered for purchase dateand a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (a) accept for payment Notes or portions thereof (in integral multiples of $1,000) validly tendered pursuant to the Net Proceeds Offer, (b) deposit with the Paying Agent in accordance with Section 2.15 U.S. Dollars sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (c) 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 (b) above and a copy of the Officers’ Certificate specified in clause (c) 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 procedures set forth preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in this Indentureprincipal amount to any unpurchased portion of the Notes surrendered. Upon completion the payment of such Asset Sale Offerthe 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 4.10, the Trustee shall act as the Paying Agent. To the extent the amount of Excess Notes tendered pursuant to any Net Proceeds shall be reset Offer is less than the amount of Net Cash Proceeds subject to zero and such Net Proceeds Offer, the Company may use any remaining amount portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposespurposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the event repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that an Asset Sale Offer is required the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the circumstances described hereinprovisions of this Section 4.10 by virtue thereof.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Subsidiary to engage inof its Restricted Subsidiaries, directly or indirectly to, consummate any Asset Sale unless (a) except in the case of Sale, unless: (i) an Asset Sale resulting from the requisition no Event of tide to, seizure Default shall have occurred and be continuing or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or shall occur as a consequence thereof; (ii) a Bargain Purchase Contract, the Company or such Restricted Subsidiary, as the case may be, receives net consideration at the time of such Asset Sale at least equal to the Fair Market Value (as evidenced by a Board Resolution delivered to the Trustee) of the Property; Property or assets sold or otherwise disposed of; (biii) except at least 75 percent of the consideration received in the case respect of an such Asset Sale described in clause (a), at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness of by the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, for such Property or assets consists of Cash Proceeds; and (iv) the Company or such Restricted Subsidiary, as the case may apply be, uses the Net Available Cash Proceeds from each such Asset Sale in the manner set forth in Section 4.8(b) hereof. To the extent that the assets which are the subject of any Asset Sale constitute Collateral, all proceeds thereof shall, to the extent permitted by law, be subject to a perfected Lien in favor of the Trustee or a collateral agent for the benefit of the Trustee and the equal and ratable benefit of the Holders of the Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes, which Lien shall have the same priority as the Lien on the Collateral which was the subject of such Asset Sale, and all Net Cash Proceeds from such an Asset Sale shall be deposited in the Company Senior Note Escrow Account or a Leasing Company Escrow Account, if applicable. To the extent that assets which are the subject of any Asset Sale constitute Telecommunications Assets subject to a Telecommunications Assets Lease which is Collateral, all proceeds thereof shall, to the extent permitted by applicable law, be subject to a perfected Lien in favor of the Trustee or a collateral agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes, which Lien shall have the same priority as the Lien on such Telecommunications Asset Leases governing the Telecommunications Assets which were the subject of such Asset Sale, and all Net Cash Proceeds from such an Asset Sale of Telecommunications Assets must be deposited in the applicable Leasing Company Escrow Account. To the extent that assets which are the subject of any Asset Sale constitute Convertible Note Collateral, all proceeds thereof shall, to the extent permitted by applicable law, be subject to a perfected Lien in favor of the Convertible Note Trustee or a collateral agent for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of Convertible Notes and for the benefit of the Trustee and the equal and ratable benefit of the Holders of Notes, which Lien shall have the same priority as the Lien on the Convertible Note Collateral which was the subject of such Asset Sale, and all Net Cash Proceeds from such an Asset Sale of Convertible Note Collateral must be deposited in the Company Convertible Note Escrow Account, unless the Convertible Notes are no longer outstanding and the Convertible Note Indenture has been satisfied and discharged, in which case such Net Cash Proceeds shall be deposited in the Company Senior Note Escrow Account. (i) To the extent that assets subject to an Asset Sale consist of Collateral other than a Telecommunications Asset Lease or Telecommunications Assets subject to a Telecommunications Asset Lease, the Company shall have the option, within 365 days of such Asset Sale, to reinvest the Net Cash Proceeds (or any portion thereof) from such Asset Sale in another asset or business in the same or similar lines of business as the Company and its Restricted Subsidiaries (the "Replacement Assets") (or enter into a binding agreement to reinvest such Net Cash Proceeds (or any portion thereof) prior to the end of such 365-day period, provided that such reinvestment is completed within 90 days after the end of such 365-day period); provided that such Replacement Assets are subject to a Lien in favor of the Trustee or a collateral agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of Holders of Convertible Notes, which Lien has the same priority as had the Lien on such Collateral, which was the subject of such Asset Sale. (ii) To the extent that assets subject to an Asset Sale consist of Convertible Note Collateral, the Company shall have the option, within 365 days of such Asset Sale, to reinvest the Net Cash Proceeds (or any portion thereof) from such Asset Sale in Replacement Assets (or enter into a binding agreement to reinvest such Net Cash Proceeds (or any portion thereof) prior to the end of such 365-day period, provided that such reinvestment is completed within 90 days after the end of such 365-day period); provided that such Replacement Assets are subject to a Lien in favor of the Convertible Note Trustee or a collateral agent for the benefit of the Convertible Note Trustee and for the equal and ratable benefit of the Holders of Convertible Notes and for the benefit of the Trustee and the equal and ratable benefit of Holders of the Notes, which Lien has the same priority as had the Lien on such Convertible Note Collateral, which was the subject of such Asset Sale. (iii) To the extent that assets subject to an Asset Sale constitute Telecommunications Assets subject to a Telecommunications Asset Lease, the Company shall have the option, within 365 days of such Asset Sale, to cause the applicable Leasing Company to reinvest the Net Cash Proceeds from such Asset Sale (xor any portion thereof) in Telecommunications Assets to be leased pursuant to a new Telecommunications Asset Lease ("Replacement Telecommunication Assets") (or enter into, or cause the applicable Leasing Company to enter into, a binding agreement to reinvest such Net Cash Proceeds (or any portion thereof) prior to the end of such 365-day period, provided that such reinvestment is completed within 90 days after the end of such 365-day period), and with respect to any proceeds of insurance paid on account of the loss of or damage to any such Telecommunications Assets, or compensation or other proceeds for any such Telecommunications Assets taken by condemnation, eminent domain or similar proceedings, such Net Cash Proceeds are applied as provided above or applied to reimburse the applicable Leasing Company for expenditures made, and costs incurred, to repair, rebuild, replace or restore the Telecommunications Assets subject to such loss, damage or taking. (iv) To the extent that assets subject to an Asset Sale do not constitute Collateral, Telecommunications Assets subject to a Telecommunications Asset Lease or Convertible Note Collateral, the Company shall have the option within 365 days of such Asset Sale (i) to reinvest (or enter into a binding agreement to reinvest prior to the end of such 365-day period, provided that such reinvestment is completed within 90 days after the end of such 365-day period) an amount equal to the Net Cash Proceeds (or any portion thereof) from such Asset Sale in Replacement Assets, and/or (ii) apply an amount equal to such Net Cash Proceeds (or remaining Net Cash Proceeds) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation Indebtedness of the relevant Asset Sale. Company (other than Indebtedness to a Restricted Subsidiary) that is pari passu in right of payment with the Notes or to the permanent reduction of Indebtedness of any Restricted Subsidiary that is pari passu in right of payment with the Guarantees, if applicable (other than Indebtedness owed to, or Preferred Stock owned by, the Company or a Restricted Subsidiary of the Company). (v) Any Net Available Cash Proceeds from any Asset Sale that are not used to so acquire reinvest in Replacement Assets or Replacement Telecommunications Assets and/or to repurchase or repay Senior Debt within 365 days after consummation reduce pari passu Indebtedness of the relevant Asset Sale Company or the Guarantors to the extent permitted by this Section 4.8(b) shall constitute "Excess Proceeds"; provided that, with respect to any Asset Sale by a Person which is not a Wholly-Owned Restricted Subsidiary, the amount of Net Cash Proceeds which shall constitute Excess Proceeds to be used to make an Asset Sale Offer (as defined in Section 4.8(c) below) shall be limited to the percentage of such unused Net Cash Proceeds received by such Person equal to a percentage determined by dividing the direct or indirect interest of the Company in the Capital Stock of such Person by the total then outstanding Capital Stock of such Person determined as of the date of such Asset Sale." When (c) Subject to the limitations set out in Section 4.8(d) below, if at any time the aggregate amount of Excess Proceeds exceeds $10 million5,000,000, the Company shall, or at any time after receipt of within 30 days thereafter, use such Excess Proceeds, the Company may, at its option, Proceeds to make a pro rata an offer to purchase Notes (an "Asset Sale Offer") to purchase on a pro rata basis from all Holders of Notes in an aggregate principal amount of Notes equal to the maximum principal amount that may be purchased out of Excess Proceeds, at a purchase price (the "Offer Purchase Price") in cash equal to 100% of the outstanding principal amount Accreted Value thereof on any purchase date, plus accrued and unpaid interest, if any, Additional Amounts, if any, and Special Interest, if any, to the purchase dateAsset Sale Payment Date, in accordance with the procedures set forth in this Indenture. Upon completion Section 4.8; provided that, if any such assets subject to such Asset Sale constitute Convertible Note Collateral, the Company shall be required to apply that portion of such Excess Proceeds attributable to such Asset Sale of Convertible Note Collateral which is permitted to be so applied pursuant to Section 4.8(d) of the Convertible Note Indenture (the "Permitted Portion"), first, to an asset sale offer for the Convertible Notes pursuant to and in the circumstances permitted by the Convertible Note Indenture (a "Convertible Note Asset Sale Offer") unless the Convertible Notes are no longer outstanding and the Convertible Note Indenture has been satisfied and discharged, and, to the extent that the aggregate amount paid pursuant to the Convertible Note Asset Sale Offer is less than such Permitted Portion, then to an Asset Sale Offer; and provided further that if such assets subject to such Asset Sale are subject to a Lien which is and is permitted to be pari passu with the Lien in favor of the Trustee or a collateral agent, the Company shall only be required to apply a pro rata portion of such Excess Proceeds to the Asset Sale Offer. To the extent that assets subject to an Asset Sale are not and are not required to be subject to a Lien in favor of the Trustee or do not constitute Telecommunications Assets subject to a Telecommunications Asset Lease or Convertible Note Collateral, the Company may apply 100% of the Excess Proceeds thereof to the prepayment of obligations outstanding in respect of Indebtedness that is pari passu to the Notes or the Guarantees to the extent required thereunder. If (x) no obligations are outstanding in respect of or under such pari passu Indebtedness or (y) the holders of such pari passu Indebtedness entitled to receive payment elect not to receive the payments provided for in the previous sentence, or (z) the application of such Net Cash Proceeds results in the complete prepayment of all such Indebtedness, then such Excess Proceeds or any remaining portion thereof will be required to be applied by the Company to an Asset Sale Offer subject to the limitations of Section 4.8(d) below. Subject to the limitations set out in Section 4.8(d) below, the Company may at any time by delivering an Officers' Certificate and Board Resolution to the Trustee waive its reinvestment options and proceed to make an Asset Sale Offer, the amount of Excess Proceeds notwithstanding that any applicable period for reinvestment shall be reset to zero not have expired. (d) Notwithstanding Section 4.8(c) above and Section 4.8(e) below, the Company may use any remaining amount for general corporate purposes. The Company will comply not be obligated to repurchase Notes in connection with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under representing in the circumstances described herein.aggregate more than 25% of the original aggregate principal amount of the Notes (which original aggregate principal amount shall for these purposes be the amount originally allocated to the Notes, net of any amounts allocated to the Warrants and without any adjustment whatsoever) prior to the date following the Five Year Date, and the original aggregate principal amount of Notes repurchased in connection with any Asset Sale Offer

Limitation on Asset Sales. The Company will not engage inshall not, and will shall not permit any Subsidiary to, in the ordinary course of business or otherwise, sell, lease, convey, transfer or otherwise dispose of any of the Company's, or of any such Subsidiary's, assets (including Capital Stock and warrants, options or other rights to engage inacquire Capital Stock) (an "Asset Sale"), any other than pursuant to a Permitted Asset Sale or a Limited Permitted Asset Sale, unless (aA) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company receives, or such Subsidiarythe relevant Subsidiary receives, 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 (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors of the Property; (b) except in the case of an Asset Sale described in clause (a)Company, at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the assets subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, and (B) within 365 days after the total non-cash consideration held by receipt of any Net Proceeds from an Asset Sale, the Company from all such Asset Sales does not exceed $10 million, and (d) or the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such relevant Subsidiary, as the case may be, may shall apply all such Net Proceeds to: (a) repay or prepay indebtedness under any Credit Facility secured by a lien on assets of the Net Available Proceeds from each Asset Sale Company or any Subsidiary; (xb) to acquire all or substantially all of the acquisition of one or more Replacement Assetsassets of, or (y) to repurchase or repay Senior Debt (with any Capital Stock of, a permanent reduction of availability person primarily engaged in a Permitted Business; provided, that in the case of revolving credit borrowings); PROVIDEDthe acquisition of Capital Stock of any Person, HOWEVER, that such acquisition Person is or such repurchase or repayment shall be made within 365 days after the consummation becomes a Subsidiary of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale Company and will be subject to all restrictions described in this Third Supplemental Indenture as applying to Subsidiaries of the Company existing on the Issue Date; (c) make a capital expenditure; (d) acquire other assets that are not classified as current assets under IFRS and that are used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make useful in a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules Permitted Business (including, without limitation, Vessels and Related Assets); (e) repay unsecured senior indebtedness of the Company or any applicable requirements Subsidiary (including any redemption, repurchase, retirement or other acquisition of Rule 14e-1 the Notes); and (f) any combination of the transactions permitted by the foregoing clauses (a) through (e), provided, that any sale, assignment, conveyance, transfer or lease of all or substantially all of the Company's properties and assets to any Person or Persons (whether in a single transaction or a series of related transactions) will be governed by the provisions described under Section 4.01 of this Third Supplemental Indenture and Article 5 of the Exchange ActIndenture and not by the provisions of this Section 6.06. A (1) binding contract to apply the Net Proceeds in accordance with clauses (b) through (d) above shall toll the 365-day period in respect of such Net Proceeds or (2) determination by the Company to apply all or a portion of such Net Proceeds toward the exercise of an outstanding purchase option contract shall toll the 365-day period in respect of such Net Proceeds or portion thereof, in each case, for a period not to exceed 365 days or, in the case of a binding contract to acquire one or more Vessels, until the end of the construction or delivery period specified in such binding contract, as the same may be extended, from the expiration of the aforementioned 365-day period, provided, that such binding contract and such determination by the Company, in each case, shall be treated as a permitted application of Net Proceeds from the date of such binding contract or determination until and only until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) (i) in the event case of a construction contract or any exercised purchase option contract, the date of expiration or termination of such construction contract or exercised purchase option contract and (ii) in all other cases, the 365th day following the expiration of the aforementioned 365-day period. Pending the final application of any Net Proceeds, the Company or any of its Subsidiaries may apply Net Proceeds to the repayment or reduction of outstanding indebtedness or otherwise invest the Net Proceeds in any manner that an is not prohibited by the Indenture. If a Limited Permitted Asset Sale Offer occurs at any time, the Company must, within 30 days of such Limited Permitted Asset Sale, make pursuant to Article V of this Third Supplemental Indenture an offer to purchase Notes having a principal amount equal to the Excess Proceeds of such Limited Permitted Asset Sale. The price that the Company will be required to pay (the "Limited Permitted Asset Sale Purchase Price") is required under equal to 101% of the circumstances principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but excluding, the Limited Permitted Asset Sale Purchase Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 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 $25.00 principal amount will be purchased. The "Limited Permitted Asset Sale Purchase Date" will be a date specified by the Company that is not less than 20 nor more than 35 calendar days following the date of the Limited Permitted Asset Sale notice as described hereinin Article V of this Third Supplemental Indenture. Any Notes purchased by the Company pursuant to such offer to purchase will be paid for in cash.

Limitation on Asset Sales. The Company will not engage inshall not, and will shall not permit any Subsidiary to, in the ordinary course of business or otherwise, sell, lease, convey, transfer or otherwise dispose of any of the Company’s, or such Subsidiary’s, assets (including Capital Stock and warrants, options or other rights to engage inacquire Capital Stock) (an “Asset Sale”), any other than pursuant to a Permitted Asset Sale or a Limited Permitted Asset Sale, unless (aA) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Subsidiarya Subsidiary receives, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (including as to the value of all non-cash consideration), of the Property; (b) except in the case of an Asset Sale described in clause (a), at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the assets subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (dB) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation receipt of the relevant any Net Proceeds from an Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at a Subsidiary shall apply all such Net Proceeds to: (a) repay or prepay indebtedness under any time after receipt Credit Facility or other Vessel financing secured by a lien on assets of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, in accordance with the procedures set forth in this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use or any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules Subsidiary (including, without limitation, any applicable requirements bareboat charter or similar arrangement); (b) acquire all or substantially all of Rule 14e-1 the assets of, or any Capital Stock of, a person primarily engaged in a Permitted Business; provided, that in the case of the acquisition of Capital Stock of any Person, such Person is or becomes a Subsidiary of the Company and will be subject to all restrictions described in the Indenture as applying to Subsidiaries of the Company existing on the Issue Date; (c) make a capital expenditure (including, without limitation, making any payments with respect to dry docking of Vessels or under newbuilding contracts, bareboat charters, charters-in or other Vessel acquisition agreements); (d) acquire other assets that are not classified as current assets under US GAAP and that are used or useful in a Permitted Business (including, without limitation, Vessels and Related Assets); (e) repay unsecured senior indebtedness of the Exchange ActCompany or any Subsidiary (including any redemption, repurchase, retirement or other acquisition of the Notes); and (f) any combination of the transactions permitted by the foregoing clauses (a) through (e), provided, that any sale, assignment, conveyance, transfer or lease of all or substantially all of the Company’s properties and assets to any Person or Persons (whether in a single transaction or a series of related transactions) will be governed by Articles IV and V and Section 9.02 of this Second Supplemental Indenture, to the extent applicable, and not by the provisions of this Section 6.06. A (1) binding contract to apply Net Proceeds in accordance with clauses (b) through (d) above shall toll the 365-day period in respect of such Net Proceeds or (2) determination by the Company to apply all or a portion of such Net Proceeds toward the exercise of an outstanding purchase option contract shall toll the 365-day period in respect of such Net Proceeds or portion thereof, in each case, for a period not to exceed 365 days or, in the case of a binding contract to acquire one or more Vessels, until the end of the construction or delivery period specified in such binding contract, as the same may be extended, from the expiration of the aforementioned 365-day period, provided, that such binding contract and such determination by the Company, in each case, shall be treated as a permitted application of Net Proceeds from the date of such binding contract or determination until and only until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) (i) in the event case of a construction contract or any exercised purchase option contract, the date of expiration or termination of such construction contract or exercised purchase option contract and (ii) in all other cases, the 365th day following the expiration of the aforementioned 365-day period. Pending the final application of any Net Proceeds, the Company or any of its Subsidiaries may apply Net Proceeds to the repayment or reduction of outstanding indebtedness or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture. If a Limited Permitted Asset Sale occurs at any time, the Company must, within 30 days after receipt of Net Proceeds of such Limited Permitted Asset Sale, make pursuant to Article V of this Second Supplemental Indenture an offer to purchase Notes having a principal amount equal to the Excess Proceeds of such Limited Permitted Asset Sale. The price that the Company will be required to pay (the “Limited Permitted Asset Sale Purchase Price”) is equal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but excluding, the Limited Permitted Asset Sale Purchase Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 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 integral multiples of $25.00 principal amount will be purchased. The “Limited Permitted Asset Sale Purchase Date” will be a date specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Limited Permitted Asset Sale notice as described in Article V of this Second Supplemental Indenture. Any Notes purchased by the Company pursuant to such offer to purchase will be paid for in cash. The determination as to whether Fair Market Value has been received in an Asset Sale Offer and whether an Asset Sale constitutes a Permitted Asset Sale or Limited Permitted Asset Sale shall be made as of the time the agreement for such Asset Sale is required under the circumstances described hereinentered into.

Limitation on Asset Sales. The Unless and until the Termination and Release shall have occurred, neither the Company will not engage innor any Guarantor may sell, assign, convey, transfer or otherwise dispose of (collectively, as used in this Section 4.09, to "sell" or a "sale") a Mortgaged Vessel or any other portion of the Trust Estate (other than an Incidental Asset); provided that a Guarantor may sell a Mortgaged Vessel (together with the applicable Charters, freights and will not permit hires and other related agreements) or the Company may sell all of the Capital Stock of a Guarantor (any Subsidiary such asset proposed to engage in, any be sold is referred to herein as a "Mortgaged Vessel Asset") if such sale of a Mortgaged Vessel Asset Sale unless (a) except shall be made in compliance with each of the case of following conditions: (i) an Asset Sale resulting from the requisition no Event of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or Default shall have occurred and be continuing; (ii) the sale shall be effected in a Bargain Purchase Contractcommercially reasonable manner; (iii) the entire consideration for such sale shall be cash and the Net Cash Proceeds from such sale shall be not less than the Appraised Value of the relevant Mortgaged Vessel Asset as of the date of such sale; (iv) the sale shall be to a Person who is not an Affiliate of the Company, and the Board of Directors of the Company or such Subsidiaryshall have determined that the sale was effected in a commercially reasonable fashion, as which determination shall be evidenced by a Board Resolution filed with the case may be, receives consideration at the time of such Asset Sale at least Trustee; (v) funds in an amount equal to the Fair Market Value of Sale Redemption Amount shall be paid in full directly to the Property; (b) except Trustee to be held in the case Investment Account and shall be received by the Trustee free of an Asset Sale described in clause any Lien (a), at least 75% other than the Lien of such consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtednessthis Indenture); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (dvi) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, in accordance have complied with the procedures set forth provisions of Article Nine in this Indenture. Upon completion of connection with such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described hereinsale.

Limitation on Asset Sales. (a) The Company will not engage innot, and will not cause or permit any Subsidiary to engage inof its Restricted Subsidiaries to, any consummate an Asset Sale unless (a) except in the case of unless: (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the Property; assets sold or otherwise disposed of (bas determined in good faith by the Company's Board of Directors or senior management of the Company); (ii) except in the case of an Asset Sale described in clause (a), at least 7585% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of received by the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may 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, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (a) to repay or prepay Indebtedness outstanding under the Senior Credit Facility, including, without limitation, a permanent reduction in the related commitment, (b) to repay or prepay any Indebtedness of the Company that is secured by a Lien permitted to be incurred pursuant to Section 4.18, (c) to make an investment in properties or assets that replace the properties or assets that were the subject of such Asset Sale or in properties or assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), (d) to an investment in Crude Oil and Natural Gas Related Assets or (e) a combination of prepayment and investment permitted by the foregoing clauses (iii)(a) through (iii)(d). On the 271st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company determines not to apply the Net Available Cash Proceeds from each relating to such Asset Sale as set forth in clauses (xiii)(a) to the acquisition of one or more Replacement Assets, or through (yiii)(d) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. Any next preceding sentence (each a "Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute Offer Trigger Date"Excess Proceeds." When the ), such aggregate amount of Excess Net Cash Proceeds exceeds $10 million, which have been received by the Company shall, or at any time after receipt such Restricted Subsidiary but which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(a) through (iii)(d) of Excess Proceeds, the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company mayor such Restricted Subsidiary, at its optionas the case may be, to make an offer to purchase (a "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate basis, that principal amount of Notes equal to purchasable with the Excess Proceeds, Net Proceeds Offer Amount at a price in cash equal to 100% of the outstanding principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, thereon 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 Section 4.16. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5,000,000, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.16, and shall comply with the provisions of this Section 4.16 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 4.16. 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 (a) the consideration for such Asset Sale constitutes Replacement Assets and/or Crude Oil and Natural Gas Related Assets and (b) such Asset Sale is for fair market value; provided, however, that any consideration not constituting Replacement Assets and Crude Oil and Natural Gas Related Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the two immediately preceding paragraphs. (b) Subject to the deferral of the Net Proceeds Offer contained in clause (a)(iii) 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 30 days after the 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 Notes pursuant to the Net Proceeds Offer and shall state the following terms: (i) that the Net Proceeds Offer is being made pursuant to Section 4.16, that all Notes tendered will be accepted for payment; provided, however, that if the aggregate principal amount of Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds Offer, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 or multiples thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be 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 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 Net Proceeds Offer 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 Holder is withdrawing his 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 Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Net Proceeds Offer which are to be purchased in accordance with item (b)(i) above, (ii) deposit with the 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 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 dateprice plus accrued interest, in accordance with the procedures set forth in if any. For purposes of this Indenture. Upon completion of such Asset Sale OfferSection 4.16, the amount of Excess Proceeds Trustee shall be reset to zero and act as the Company may use any remaining amount for general corporate purposesPaying Agent. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the event repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that an Asset Sale Offer is required the provisions of any securities laws or regulations conflict with the provisions of this Section 4.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the circumstances described hereinprovisions of this Section 4.16 by virtue thereof.

Limitation on Asset Sales. (a) The Company will not engage inIssuer shall not, and will shall not permit any Restricted Subsidiary to engage into, consummate any Asset Sale Sale, unless (a1) except in the case of (i) an Asset Sale resulting from consideration received by the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company Issuer or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Restricted Subsidiary is at least equal to the Fair Market Value fair market value of the Property; assets sold or disposed of, (b2) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration received consists of (a) cash or Temporary Cash Proceeds Investments, (or b) the assumption of unsubordinated Indebtedness of the Company Issuer or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary (in each case, other than Indebtedness owed to the Issuer or any Affiliate of the Issuer) by a transferee, provided that the Issuer, such Subsidiary Guarantor or such other Restricted Subsidiary relating to the Capital Stock is irrevocably and unconditionally released from all liability under such Indebtedness, or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Replacement Assets, and (3) in the event of a Collateral Asset Sale, the total non-cash consideration held Net Cash Proceeds corresponding to the Collateral sold shall be paid directly to the Joint Collateral Agent for deposit into the Collateral Account which shall become part of the Collateral and be subject to the Note Lien in favor of the Holders and, to the extent applicable, the Parity Lien in favor of the holders of any Parity Lien Indebtedness. For the purposes of this provision, any securities, notes or other obligations received by the Company Issuer or any of its Restricted Subsidiaries from all such Asset Sales does not exceed $10 millionthe transferee that are converted by the Issuer or any of its Restricted Subsidiaries into cash or Temporary Cash Investments within 180 days of their receipt by the Issuer or any of its Restricted Subsidiaries shall be deemed to be cash, and (d) the Company delivers but only to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), extent of the cash or Temporary Cash Investments received. (b) and The Issuer shall, or shall cause the relevant Restricted Subsidiary to, within twelve months after the date of receipt of any Net Cash Proceeds from an Asset Sale, (c); PROVIDEDi) solely in the case of Net Cash Proceeds from any Asset Sale other than a Collateral Asset Sale, HOWEVERapply an amount equal to such Net Cash Proceeds to repay or reduce outstanding (1) Securities, Parity Lien Indebtedness or other Indebtedness of the Issuer that is pari passu in right of payment with the requirement Securities, provided that any repayment of the Securities or Parity Lien Indebtedness shall be applied as set forth in clause (bc) shall of this Section 4.17, (2) Indebtedness of any Subsidiary Guarantor that is pari passu in right of payment with the relevant Note Guarantee or (3) Indebtedness of any other Restricted Subsidiary, or (ii) invest an equal amount, or the amount not apply so applied pursuant to an Asset Sale clause (a)(1) above (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such Subsidiary, 12-month period as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability set forth in the case preceding sentence and not applied as so required by the end of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment period shall be made within 365 days after the consummation of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When " (c) If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.17 totals at least $10 million15,000,000, the Company shallIssuer shall commence, or at not later than the last Business Day of such month, and consummate an Offer to Purchase from the Holders and, if required by the terms of any time after receipt Parity Lien Indebtedness, from the holders of Excess Proceedssuch Parity Lien Indebtedness, the Company may, at its option, make on a pro rata offer (an "Asset Sale Offer") to purchase from all Holders basis an aggregate principal amount of Notes Securities (and Parity Lien Indebtedness) equal to the Excess ProceedsProceeds on such date, at a purchase price in cash equal to 100% of the outstanding their principal amount thereof plus amount, plus, in each case, accrued interest, interest (if any) to, but not including, the Payment Date. To the extent that any Excess Proceeds remain after consummation of an Offer to Purchase pursuant to this Section 4.17, the purchase date, in accordance with the procedures set forth in Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. Upon completion of such Asset Sale Offer, Indenture and the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described hereinzero.

Limitation on Asset Sales. The Company will not engage innot, and will not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any Asset Sale unless (a) except in the case of (i) consummate an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or unless: (ii1) a Bargain Purchase Contract, the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; assets sold or otherwise disposed; (b2) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of received by the Company or such Subsidiary relating to the Capital Stock or Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, may apply from such Asset Sale 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 the Company 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 the Company or any of its Subsidiaries with respect to such liabilities; and (3) the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Available Cash Proceeds from each relating to such Asset Sale within 180 days of receipt thereof either: (xa) to repay Indebtedness under the Credit Agreement and permanently reduce the commitments thereunder or make open market repurchases of the Notes; (b) to make an investment in, or acquire, property, plant, equipment or other non-current assets that replace the properties and assets that were the subject of such Asset Sale or that will be used or useful in a Permitted Business (including expenditures for maintenance, repair or improvement of existing properties and assets) or the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation all of the relevant Asset Sale. Any Net Available Proceeds from Capital Stock of a Person engaged in any Asset Sale that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, Permitted Business engaged in by the Company shall, or at any time after receipt of Excess its Subsidiaries; or (c) a combination of repayment and investment permitted by the foregoing clauses (3)(a) and (3)(b). Pending the final application of Net Cash Proceeds, the Company maymay temporarily reduce revolving credit borrowings or invest such Net Cash Proceeds in any Investments described in clause (3) of the definition of "Permitted Investments". On the 181st day after an Asset Sale or such earlier date, at its optionif any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clause (3)(a), (3)(b) or (3)(c) of the preceding paragraph (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of other Applicable Indebtedness (other than the Credit Agreement) containing provisions similar to those set forth in this Section 4.10 on a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate basis, the maximum principal amount of Notes equal to and such other Applicable Indebtedness that may be purchased with the Excess Proceeds, Net Proceeds Offer Amount at a price in cash equal to 100% of the outstanding principal amount thereof (or if such Indebtedness was issued with original issue discount, 100% of the accreted value), plus accrued interestand unpaid interest and Additional Interest, if any, thereon to the purchase datedate 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 on the date of such conversion or disposition, as the case may be, and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.10. The Company may defer any Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5,000,000 resulting from one or more Asset Sales in which case the procedures set forth accumulation of such amount shall constitute a Net Proceeds Offer Trigger Date (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in this Indentureexcess of $5,000,000, shall be applied as required pursuant to the immediately preceding paragraph). Upon To the extent that any Net Proceeds remain after completion of such Asset Sale a Net Proceeds Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any the remaining amount for general corporate purposespurposes otherwise permitted by this Indenture. The Company Upon the completion of each Net Proceeds Offer, the Net Proceeds Offer Amount will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in be reset at zero. In the event that of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an Asset Sale Offer is required under entirety to a Person in a transaction permitted in Section 5.01, which transaction does not constitute a Change of Control, the circumstances described herein.successor entity shall be deemed to

Limitation on Asset Sales. The Company will not engage inshall not, and will shall not permit any Subsidiary to engage inof its Restricted Subsidiaries to, any consummate an Asset Sale unless (a) except in the case of unless: (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Propertyassets sold or otherwise disposed of; (bii) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (received by the Company or the assumption Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of Indebtedness cash or Cash Equivalents or Replacement Assets and is received at the time of such disposition, provided that the amount of (a) 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 in right of payment to the Notes) that are assumed by the transferee of any such assets, and (b) any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for the purposes of this provision; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 270 days of receipt thereof either (A) to (x) repay and permanently reduce the Capital Stock availability of credit under the Global Bank Facility or Property (y) repay and elect to reduce the amount of outstanding Indebtedness permitted to be incurred pursuant to clauses (x) and/or (xv) of the definition of Permitted Indebt- edness, (B) to make an investment in properties and assets that was replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the release same or a similar line of business as the Company or the Restricted Subsidiary, as the case may be, as existing on the date of this Indenture or in businesses reasonably related thereto ("Replacement Assets"); provided that the Net Cash Proceeds from an Asset Sale relating to the Company's tobacco business are used to make an investment in Replacement Assets relating to the tobacco business; provided further that the Net Cash Proceeds of an Asset Sale relating to assets owned directly by the Issuer or a Guarantor are used to make an investment in Replacement Assets owned directly by the Issuer or a Guarantor, (C) to permanently reduce any outstanding Indebtedness of such Restricted Subsidiary (and to correspondingly reduce the commitments, if any, with respect thereto), or (D) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A), (iii)(B) and (iii)(C). On the 271st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary from Indebtedness); (c) after giving effect determines not to apply the Net Cash Proceeds relating to such Asset SaleSale as set forth in clauses (iii)(A), (iii)(B), (iii)(C) and (iii)(D) of the total next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B), (iii)(C) and (iii)(D) of the next preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided that if at any time any non-cash consideration held received by the Company from all 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 Asset Sales does not exceed $10 millionnon-cash consideration), and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate then such conversion or dissolution shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirement set forth in clause (b) shall not apply deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assetsaccordance with this covenant. The Company or such Restricted Subsidiary, as the case may be, may apply defer the Net Available Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10 million resulting from each Asset Sale (x) to the acquisition of one or more Replacement AssetsAsset Sales (at which time, or (y) to repurchase or repay Senior Debt (with a permanent reduction the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment $10 million shall be made within 365 days after applied as required pursuant to this paragraph). Notwithstanding the consummation foregoing, the restriction contained in clause (ii) of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are preceding paragraph shall not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100apply if more than 49% of the outstanding principal amount thereof plus accrued interestCapital Stock or more than 49% of the consolidated assets of Standard Wool are sold in a single transaction in compliance with all of the terms of this Indenture. In connection with each Net Proceeds Offer, if anythe Issuer shall send, by first class mail, a notice to each Holder, with a copy to the purchase dateTrustee, in accordance notice of such, within 25 days following the Net Proceeds Offer Trigger Date, and shall comply with the procedures set forth in this Indenture. Upon completion receiving notice of such Asset Sale 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 Excess Proceeds tendering Holders shall be reset to zero and 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. Notwithstanding the foregoing, all of the outstanding Capital Stock of the Issuer shall at all times be owned by the Company may use any remaining amount free and clear of all Liens other than the Liens held by the Trustee for general corporate purposesthe benefit of the Holders of the Notes. The Company and any such Restricted Subsidiaries will comply with any applicable tender offer rules (including, without limitation, any applicable the requirements of Rule 14e-1 under the Exchange Act) Act and the regulations thereunder and any other securities laws to the extent such laws and regulations are applicable in connection with the event that an Asset Sale Offer is required under the circumstances described hereinrepurchase of Notes pursuant to a Net Proceeds Offer.

Limitation on Asset Sales. (a) The Company will not engage inshall not, and will shall not permit any Restricted Subsidiary to to, engage in, in any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; Properties sold or otherwise disposed of pursuant to the Asset Sale, (bii) except in the case of an Asset Sale described in clause (a), at least 75% of such the consideration consists of Cash Proceeds (or the assumption of Indebtedness of received by the Company or such Subsidiary relating to the Capital Stock or Property that was Restricted Subsidiary, as the subject case may be, in respect of such Asset Sale and the release consists of the Company cash or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, Cash Equivalents and (diii) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (bi) and (cii) of this Section 10.17(a); PROVIDED, HOWEVER, . The amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Company or such Restricted Subsidiary that is expressly assumed by the requirement set forth transferee in clause (b) shall not apply to an such Asset Sale in and with respect to which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, shall be deemed to be cash or Cash Equivalents for purposes of clause (ii) and shall also be deemed to constitute a repayment of, and a permanent reduction in, the amount of such Indebtedness for purposes of the following paragraph. (b) If the Company or any Restricted Subsidiary engages in an Asset Sale or incurs an Event of Loss, the Company or such Restricted Subsidiary may either, no later than 365 days after such Asset Sale or such Event of Loss, (i) apply all or any of the Net Available Proceeds from therefrom to repay Indebtedness (other than Subordinated Indebtedness) of the Company or any Restricted Subsidiary, provided, in each Asset Sale case, that the related loan commitment (xif any) to is thereby permanently reduced by the acquisition amount of one or more Replacement Assetssuch Indebtedness so repaid, or (yii) to repurchase invest all or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation any part of the relevant Asset Sale. Any Net Available Proceeds from any Asset Sale thereof in Properties that are not used to so acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of replace the relevant Asset Sale constitute "Excess Proceeds." When Properties that were the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, or at any time after receipt of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes equal to the Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the purchase date, in accordance with the procedures set forth in this Indenture. Upon completion subject of such Asset Sale Offeror such Event of Loss, as the case may be, or in other Properties that will be used in the business of the Company and its Restricted Subsidiaries. The amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described herein.such Net