Common use of Limitation on Asset Sales Clause in Contracts

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of as determined in good faith by the Company’s Board of Managers; and (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary from such Asset Sale shall be in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the purposes of paragraph (a) above, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of such provision. (c) Upon the consummation of an Asset Sale, the Company may apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceeds: (i) to prepay any Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or (ii) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value of the Notes to be purchased, plus any accrued and unpaid interest to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if the 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 $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereof.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale unless (i) the Company or such Subsidiary, as the applicable Restricted Subsidiary case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (determined by the Board of Directors in good faith, which determination shall be evidenced by a board resolution) of the assets or other property sold or otherwise disposed of as determined in good faith by the Company’s Board of Managers; Asset Sale, and (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the such consideration received by the Company or the applicable Restricted Subsidiary from such Asset Sale shall be is in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the ; provided that for purposes of paragraph (a) above, this covenant "cash" shall include the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Restricted Subsidiary, (other than liabilities that are by their terms subordinated to the Notes, Notes or any Subsidiary Guarantee) of the Company 49 -42- or such Subsidiary (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets will be deemed to be cash for purposes or other property in such Asset Sale (and excluding any liabilities that are incurred in connection with or in anticipation of such provisionAsset Sale), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities. (cb) Upon the consummation of an Within 270 days after any Asset Sale, the Company may apply, elect to apply or cause to be applied the Net Proceeds from such applicable Restricted Subsidiary Asset Sale to apply(a) repay amounts outstanding under the Credit Facility, and permanently reduce the commitments or amounts available to be borrowed thereunder by the same amount, (b) repay amounts outstanding under Other Senior Debt that is secured by the asset being sold, to the extent repayment is required by the terms of the agreement governing the same, (c) use no more than the Other Senior Debt Pro Rata Share of such Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceeds: (i) to prepay any repay amounts outstanding under Other Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or and/or (iid) to make an investment in in, or expenditures for properties and acquire assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale directly or in properties and assets (including Capital Stock of any entity) that will be used in reasonably related to, the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of Date. Pending the capital stock or assets final application of any Person or division conducting a business reasonably related to that of such Net Proceeds, the Company may temporarily reduce amounts outstanding under the Credit Facility or its Subsidiariestemporarily invest such Net Proceeds in any manner permitted by this Indenture. On the 416th day after Any Net Proceeds from an Asset Sale not applied or any earlier date, if any, on which invested as provided in the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions first sentence of this clause paragraph within 270 days of such Asset Sale will be deemed to constitute "Excess Proceeds" on the 271st day after such Asset Sale. (c) Not later than 10 Business Days after any date (each, a “Net Proceeds an "Asset Sale Offer Trigger Date”), such ") that the aggregate amount of Net Cash Excess Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently appliedexceeds $10,000,000, the Net Proceeds Offer Trigger Date related thereto Company shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make commence an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net out of all such Excess Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make (an "Asset Sale Offer") at a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be cash equal to 100% of the principal value of the Notes to be purchasedamount thereof, plus any accrued and unpaid interest to the date of purchasepurchase (the "Asset Sale Offer Purchase Date"). The following events will be deemed offer to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if the 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 $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer purchase shall remain open for a period minimum of 20 Business Days business days or such longer periods period as may be is required by law;. To the extent that any Excess Proceeds remain after completion of an Asset Sale Offer, the Company may use the remaining amount for general corporate purposes and such amount shall no longer constitute "Excess Proceeds." (2d) Within 10 Business Days following any Asset Sale Offer Trigger Date, the Company shall mail to each holder of Notes at such holder's registered address a notice stating: (i) that an Asset Sale Offer Trigger Date has occurred and that the Company is offering to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the Asset Sale Offer Purchase Date, which shall be a Business Day, specified in such notice, that is not earlier than 30 days or later than 60 days from the date such notice is mailed, (including ii) the amount of accrued interest) and unpaid interest as of the Net Proceeds Asset Sale Offer Payment Date 50 -43- Purchase 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); (3iii) that any Note not tendered will continue to accrue interest; , (4iv) that, unless the Company defaults in making the payment thereforof the purchase price for the Notes payable pursuant to the Asset Sale Offer, any Note Notes accepted for payment pursuant to the Net Proceeds Asset Sale Offer shall cease to accrue interest on and after the Net Proceeds Asset Sale Offer Payment Purchase Date; , (5v) that Holders electing to have a tender any Note purchased pursuant to a Net Proceeds Offer or portion thereof will be required to surrender the their Note, with the a 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 preceding the Asset Sale Offer Purchase Date; provided that Holders electing to the Net Proceeds Offer Payment Date; tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (6vi) that Holders will be entitled to withdraw their election to tender Notes if the Paying Agent receives, not later than the second close of business on the third Business Day prior to preceding the Net Proceeds Asset Sale Offer Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have such Note Notes purchased; and and (7vii) that that, subject to Section 2.15, Holders whose Notes are purchased only accepted for payment in part will be issued new Notes equal in a principal amount equal to the unpurchased portion of the Note Notes surrendered; provided, however, provided that each new Note issued shall be only Notes in an original a principal amount of $2,000 1,000 or integral multiples thereof will be accepted for payment in part. (e) The Company shall furnish to the Trustee, at least seven Business Days before notice of $1,000 the corresponding Asset Sale Offer is to be mailed to Holders, an Officers' Certificate setting forth that the Asset Sale Offer is being made pursuant to Section 4.13, the Asset Sale Offer Purchase Date, the maximum principal amount of Notes the Company is offering to purchase pursuant to such Asset Sale Offer, the purchase price for such Notes, the amount of accrued and unpaid interest on such Notes as of the Asset Sale Offer Purchase Date and, the manner in excess thereofwhich Notes are to be selected for purchase, in accordance with Section 4.13(f), in the event less than all Notes tendered are to be purchased. The Company will also provide the Trustee a copy of the notice sent to holders pursuant to Section 4.13(d) and any additional information that the Trustee reasonably requests in connection with any Asset Sale Offer. (f) On or before the Net Proceeds Asset Sale Offer Payment Purchase Date, the Company shall will (i) accept for payment the maximum principal amount of Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Asset Sale Offer that can be purchased out of Excess Proceeds Offerfrom such Asset Sale, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay Agent the aggregate purchase price plus of all Notes or portions thereof accepted for payment and any accrued and unpaid interestinterest on such Notes as of the Asset Sale Offer Purchase Date, if any, of all Notes to be purchased and (iii) deliver or cause to be delivered to the Trustee all Notes so accepted tendered pursuant to the Asset Sale Offer, together with an Officers’ ' Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt If less than all Notes tendered pursuant to the Asset Sale Offer are to be purchased by the Paying Agent Company for any reason consistent with this Indenture, the Trustee, on behalf of the monies specified Company, shall select the outstanding Notes to be 51 -44- purchased by the Company in clause (ii) above and a copy compliance with the requirements of the Officers’ Certificate specified in clause (iii) aboveprincipal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on such an exchange, the Trustee on behalf of the Company, shall select the outstanding Notes to be purchased, on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate; provided that Notes purchased in part shall only be purchased in integral multiples of $1,000. The Paying Agent shall promptly pay mail to the Holders each holder of Notes so or portions thereof accepted for payment in an amount equal to the purchase price for such Notes plus any accrued and unpaid interestinterest thereon, if anyand, out of subject to Section 2.15, the funds deposited with Company shall execute and issue and the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders Holder of Notes accepted for payment in part a new Notes Note equal in principal amount to any unpurchased portion of the Notes, and any Note not accepted for payment in whole or in part shall be promptly returned to the Holder of such Note. On and after an Asset Sale Offer Purchase Date, interest will cease to accrue on the Notes surrendered. Upon or portions thereof accepted for payment, unless the Company defaults in the payment of the purchase price for therefor. The Company will announce the Notes accepted for purchase, results of the Trustee shall cancel such Notes pursuant Asset Sale Offer to Section 2.11 of this Indenture. Any monies remaining Holders on or as soon as practicable after the purchase of Notes pursuant to a Net Proceeds Asset Sale Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. Purchase Date. (g) The Company will comply with the applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act Act, and any all other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereofin connection with any Asset Sale Offer.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of as determined in good faith by the Company’s Board of Managers; and disposed; (ii2) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents, Equivalents and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the purposes of paragraph (a) above, disposition; provided that the amount of any liabilities (as shown on the most recent applicable balance sheet sheet) of the Company or the applicable such Restricted Subsidiary, Subsidiary (other than liabilities of the Company or such Restricted Subsidiary that are by their terms subordinated to the NotesNotes or, if applicable, the Guarantees) that are assumed by the transferee of any such assets will shall be deemed to be cash for purposes of this provision so long as the documents governing such provision.liabilities provide that there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities; and (c3) Upon the consummation of an Asset Sale, the Company may shall apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 360 days of having received the Net Cash Proceedsreceipt thereof to make: (ia) to prepay any Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or (ii) to make an investment in properties, plant, equipment or expenditures for properties and other non-current assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the such Asset Sale or in properties and other properties, plant, equipment or other non-current assets (including Capital Stock of any entity) that will be used or useful in the business a Permitted Business (including expenditures for maintenance, repair or improvement of existing properties, plant, equipment or other non-current assets) of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/orRestricted Subsidiaries; (iiib) make a repayment of First Priority Claims and, if such Indebtedness is pursuant to a revolving commitment under the Credit Agreement, a permanent reduction in such commitment thereunder; (c) an acquisition of all a majority of the capital stock Capital Stock of a Person engaged in a Permitted Business that becomes a Restricted Subsidiary; or (d) in the case of Net Cash Proceeds relating to the ATS Sale, an optional redemption of all or assets of any Person or division conducting a business reasonably related to that portion of the Notes in accordance with the provisions described in Section 5(d) of the Notes. Pending the final application of Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or its Subsidiariesinvest such Net Cash Proceeds in Cash Equivalents. On the 416th 361st day after an Asset Sale or any such earlier date, if any, on which as the Board of Managers Directors of the Company or of the applicable such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in accordance with the above provisions of this clause (c3) of the preceding paragraph (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this in clause (c3) of the preceding paragraph (the each a “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Applicable Indebtedness be made with the proceeds of the Asset Sale, containing provisions similar to those set forth in this Section 4.15 on a pro rata basis, the maximum principal amount of Notes and such other Applicable Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make Amount at a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value amount thereof (or if such Applicable Indebtedness was issued with original issue discount, 100% of the Notes to be purchasedaccreted value), plus any accrued and unpaid interest thereon to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event ; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company 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 4.15. 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 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 $5,000,000, shall be applied as required pursuant to the immediately preceding paragraph). Upon the completion of the Net Proceeds Offer, such Net Proceeds Offer Amount will be reset at zero. In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under in Section 5.01 and as 5.01, which transaction does not constitute a result thereof the Company is no longer an obligor on the NotesChange of Control, the successor corporation entity shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant Section 4.15 (other than clause (2) of the first paragraph of this Section 4.15) with respect to such deemed sale as if it were 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 4.15. ; provided that the amount of such deemed Net Cash Proceeds shall be reduced by the amount of any liabilities (das shown on the most recent applicable balance sheet) Notwithstanding of the immediately preceding paragraphsCompany or the applicable Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are retained along with such properties and assets not so transferred so long as the documents governing such liabilities provide that there is no further recourse to such successor entity or any of its Subsidiaries with respect to such liabilities. To the extent that the aggregate principal amount of Notes tendered pursuant to such Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with use such paragraphs to deficiency for any purposes not prohibited by this Indenture (including repayment of Indebtedness). Upon completion of such Net Proceeds Offer, the extent (i) at least 75% amount of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any consideration 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 shall constitute Net Cash Proceeds and Offer Amount will be subject reset to the provisions described in the preceding paragraphs. (e) zero. Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailedmailed first class, by first-class mailpostage prepaid, by to the Company to record Holders as shown on the register of Notes at their last registered address not more than 30 Holders within 20 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer , and shall state comply with the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of procedures set forth in this Indenture, 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 . Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the Company shall select extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes to of tendering Holders will 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 $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods period as may be required by law; (2) . If any of the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant Notes subject to a Net Proceeds Offer will be required to surrender is in the form of a Global 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Date, then the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant modify such notice to the Net Proceeds Offer, (ii) deposit extent necessary to comply with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent procedures of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay Depository applicable to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zerorepurchases. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws and or regulations conflict with the provisions of this Indenture relating to a Net Proceeds OfferSection 4.15 or Section 5.01, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer under Section 4.15 or Section 5.01 by virtue thereofof such compliance.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, consummate an directly or indirectly, make any Asset Sale Sale, unless (i) the Company or such Restricted Subsidiary, as the applicable Restricted Subsidiary case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of as determined in good faith by the Company’s Board of Managers; and (ii) at least 7585% of such consideration consists of (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%A) of the consideration received by the Company or the applicable Restricted Subsidiary from such Asset Sale shall be in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (bB) For the purposes of paragraph (a) above, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of such provision. (c) Upon the consummation of an Asset Sale, the Company may apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceeds: (i) to prepay any Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or (ii) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will to be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or and/or (C) Equity Interests in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all any Person which thereby becomes a Wholly-Owned Restricted Subsidiary of the capital stock or assets Company. The amount of any Person or division conducting a business reasonably related to that (i) Indebtedness (other than any subordinated Indebtedness) of the Company or its Subsidiaries. On the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value of the Notes to be purchased, plus any accrued and unpaid interest to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company that is actually assumed by the transferee in connection with any such Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in and from which the event of Company and the transfer of substantially all (but not all) of the property and assets Restricted Subsidiaries of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold are fully released shall be deemed to be Net Cash Proceeds cash for purposes of this Section 4.15. (d) Notwithstanding determining the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% percentage of the cash consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (eii) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, notes or other similar obligations received by the Company to Holders or any of Notes at their last registered address not more than 30 its Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within thirty days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if the 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 related Asset Sale) by the Company so that only Notes in denominations or any of $2,000 or integral multiples of $1,000 in excess thereof its Restricted Subsidiaries into cash shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes deemed to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) abovecash, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interestnet cash proceeds realized upon such conversion, if anysale or exchange, out for purposes of determining the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion percentage of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days cash consideration received by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes or any of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereofRestricted Subsidiaries.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s 's Board of Managers); and (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalentscash, and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). or Foreign Cash Equivalents (b) For the purposes of paragraph (a) above, provided that the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent applicable balance sheet sheet) of the Company or the applicable any such Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Notes, ) that are assumed by the transferee of any such assets will shall be deemed to be cash for purposes of this provision) and is received at the time of such provision. disposition; and (ciii) Upon upon the consummation of an Asset Sale, the Company may shall apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 365 days of having received the Net Cash Proceeds: receipt thereof either (iA) to prepay any Senior Debt, Guarantor Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or (iiB) to either (x) make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the such Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“"Replacement Assets”") and/or or (iiiy) make an the acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries; provided that Net Cash -------- Proceeds in excess of $30 million in the aggregate since June 30, 1999 from Asset Sales involving assets of the Company or a Guarantor (other than the Capital Stock of a Foreign Subsidiary) shall only be reinvested in (x) assets which will be owned by the Company or a Guarantor and not constituting an Investment or (y) the capital stock of a Person that becomes a Guarantor or (C) a combination of prepayment, repurchase and investment permitted by the foregoing clauses (iii)(A), (iii)(B) and (iii)(C). On the 416th 366th day after an Asset Sale or any such earlier date, if any, on which as the Board of Managers of the Company or of the applicable such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in accordance with clauses (iii)(A), (iii)(B) and (iii)(C) of the above provisions of this clause (c) next preceding sentence (each, a “"Net Proceeds Offer Trigger Date”"), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by in clauses (iii)(A), (iii)(B) and (iii)(C) of the above provisions of this clause next preceding sentence (c) (the “each a "Net Proceeds Offer Amount”") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “"Net Proceeds Offer”") on a date (the “"Net Proceeds Offer Payment Date”") that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment pari passu with the Notes and contains containing provisions requiring that an offer offers to purchase such other Indebtedness be made with the proceeds of the Asset Salesales of assets, on a pro rata basis, the maximum principal that amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation equal to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer at a price in any Net Proceeds Offer will be equal to 100% of the principal value amount of the Notes to be purchased, plus any accrued and unpaid interest thereon, if any, to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event ; provided, -------- however, that if at any time any non-cash consideration received by the Company ------- or any Restricted Subsidiary of the Company Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.15. The Company shall not be required to make a Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $30 million resulting from one or more Asset Sales, at which time, the unutilized Net Proceeds Offer Amount, shall be applied as required pursuant to this paragraph, provided, however, that the first $30 million of Net -------- ------- Proceeds Offer Amount need not be applied as required pursuant to this paragraph. In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (db) Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries may will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 7580% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Valuefair market value; provided, however, that any -------- ------- consideration that does not constitute constituting Replacement Assets that is 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 and will be subject to the provisions described in of the two preceding paragraphs. (ec) Each Subject to the deferral right set forth in the final proviso of Section 4.15(a), each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this the Indenture, 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 $2,000 1,000 or integral EU1,000, as applicable, or multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each Note purchased and each -------- ------- new Note issued shall be in an original principal amount of $2,000 1,000, EU1,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof and EU1,000) validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, Agent in accordance with Section 2.14, 2.14 U.S. Legal Tender (in the case of Dollar Notes) and/or euros (in the case of Euro Notes) sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ ' Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ ' Certificate specified in clause (iii) above, the Paying Agent shall promptly pay mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such return the Notes pursuant purchased to Section 2.11 of this Indenturethe Company for cancellation. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the NotesAgent. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereof.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate make an Asset Sale Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless (i) the Company or the applicable Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of as determined in good faith by the Company’s Board of Managers; and (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company (or the applicable Restricted Subsidiary from such Asset Sale shall be in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the purposes of paragraph (a) above, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable a Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of such provision. (c) Upon the consummation of an Asset Sale, the Company may apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceeds: (i) to prepay any Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or (ii) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value of the Notes to be purchased, plus any accrued and unpaid interest to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary disposition consists of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 7570% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Valuecash; provided, however, that for purposes of this provision (i), the amount of any consideration that does not constitute Replacement Assets that is liabilities assumed by the transferee and any notes or other Obligations received by the Company or any a Restricted Subsidiary which are immediately converted into cash shall be deemed to be cash, and (ii) the Company shall within 390 days after the date of its Restricted Subsidiaries such sale or sales, apply the Net Proceeds from such sale or sales in connection excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with any Asset Sale permitted under this paragraph the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall constitute Net Cash Proceeds and will be subject required to offer to redeem Notes pursuant to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 6.05, the Company shall be mailed, by first-class mail, deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trusteeaddress. The notice Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and Asset Sale Offer. The Notice, which shall state govern the following termsterms of the Asset Sale Offer, shall state: (1a) that the Net Proceeds Asset Sale Offer is being made pursuant to this Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if 6.05; (b) the aggregate principal amount of Notes tendered in a Net Proceeds offered to be redeemed (the “Asset Sale Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds OfferAmount”), the Company shall select purchase price and 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 $2,000 or integral multiples of $1,000 in excess 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 lawAsset Sale Purchase Date; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3c) that any Note not tendered or accepted for payment will continue to accrue interest; (4d) that, unless the Company defaults in making payment therefor, that any Note accepted for payment pursuant to the Net Proceeds Asset Sale Offer shall cease to accrue interest after the Net Proceeds Offer Payment Asset Sale Purchase Date; (5e) that Holders electing to have a Note purchased pursuant to a Net Proceeds an Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to Notice at least five days before the close of business on the third Business Day prior to the Net Proceeds Offer Payment Asset Sale Purchase Date; (6f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day three days prior to the Net Proceeds Offer Payment Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes Note the holder Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such the Note purchased; (g) that if Notes and or Indebtedness of the Company which is pari passu with the Notes in a principal amount in excess of the Asset Sale Offer Amount are tendered pursuant to the Asset Sale Offer, the Company shall purchase Notes and Indebtedness of the Company which ranks pari passu with the Notes on a pro rata basis or by lot or in such other manner as the Trustee shall deem fair and appropriate; and (7h) that Holders whose Notes are were purchased only in part will be issued new Notes equal in a principal amount equal to the unpurchased portion of the Note Notes surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Asset Sale Purchase Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly properly tendered pursuant to the Net Proceeds OfferAsset Sale Offer (on a pro rata basis, by lot or in such other manner specified by the Trustee if required pursuant to paragraph (g) above), (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender Agent money sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased accepted for payment by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the The Paying Agent shall promptly pay mail or deliver to the Holders of Notes so accepted accepted, payment in an amount equal to the purchase price plus accrued price, and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail or deliver to such Holders a new Notes Note equal in principal amount to of any unpurchased portion of the Notes Note surrendered. Upon Any Notes not so accepted shall be promptly mailed or delivered by the payment Company to the Holder thereof. The Company will publicly announce the results of the purchase price for Asset Sale Offer on or as soon after as practical the Notes accepted for purchaseAsset Sale Purchase Date. For avoidance of doubt, the Trustee shall cancel such Notes pursuant to Section 2.11 any amount of this Indenture. Any monies Net Proceeds remaining after the purchase of Notes pursuant to a Net Proceeds Offer Asset Sale Purchase Date shall be returned within three Business Days by the Trustee Paying Agent to the Company except and may be used by the Company for any purpose not inconsistent with respect to monies owed as obligations to the Trustee pursuant to Article Seventhis Indenture. For purposes of this Section 4.156.05, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereofAgent.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s 's Board of ManagersDirectors); and (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents, Equivalents and is received at the time of the Asset Sale such disposition; and (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (biii) For the purposes of paragraph (a) above, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of such provision. (c) Upon upon the consummation of an Asset Sale, the Company may shall apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 360 days of having received the Net Cash Proceeds: receipt thereof either (iA) to prepay any Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such permanently reduce Indebtedness under any revolving credit facilitythe Credit Agreement, effect a permanent reduction in the availability under such revolving credit facility, and/or (iiB) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the such Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“"Replacement Assets”"), and/or (C) and/or a combination of prepayment and investment permitted by the foregoing clauses (iiiiii)(A) make and (iii)(B); provided, however, that the 75% limitation set forth in clause (ii) of this paragraph shall not apply to any proposed Asset Sale for which an acquisition independent certified accounting firm shall certify to the Board of all Directors of the capital stock Company and the Trustee that the after-tax cash portion of the consideration to be received by the company or assets such Restricted Subsidiary in such proposed Asset Sale is equal to or greater than what the net after-tax cash proceeds would have been had such proposed Asset Sale Complied with the 75% limitation set forth in clause (ii) of this paragraph; and provided, further, that for purposes of this Section 4.16, Cash Equivalents shall include (except with respect to any Person or division conducting a business reasonably related to that Asset Sales involving the Spinoff Guarantor) any Indebtedness under the Credit Agreement of the Company or its Subsidiariesany Restricted Subsidiary (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that is assumed by the transferee and for which the Company or such Restricted Subsidiary is reasonably indemnified in connection with the relevant Asset Sale. On the 416th 361st day after an the Asset Sale or any such earlier date, if any, on which as the Board of Managers Directors of the Company or of the applicable such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in accordance with clauses (iii)(A), (iii)(B) and (iii)(C) of the above provisions of this clause (c) next preceding sentence (each, a “"Net Proceeds Offer Trigger Date”"), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by in clauses (iii)(A), (iii)(B) and (iii)(C) of the above provisions of this clause next preceding sentence (c) (the “each a "Net Proceeds Offer Amount”") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “"Net Proceeds Offer”") on a date (the “"Net Proceeds Offer Payment Date”") that is not less than 30 nor more than 45 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal that amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation equal to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer at a price in any Net Proceeds Offer will be equal to 100% of the principal value amount of the Notes to be purchased, plus any accrued and unpaid interest thereon, if any, to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event ; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company 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. 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 and as 5.01, which transaction does not constitute a result thereof the Company is no longer an obligor on the NotesChange of Control, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15Section, and shall comply with the provisions of this covenant Section with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) 4.16. Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries may will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent that (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Valuefair market value; provided, however, provided that any consideration that does not constitute Replacement Assets that is cash or Cash Equivalents received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds and will be subject to the provisions described in of the two immediately preceding paragraphs. (eb) Each Subject to the deferral of the Net Proceeds Offer Trigger Date contained in subsection (a) above, each notice of a Net Proceeds Offer pursuant to this Section 4.15 4.16 shall be mailed, by first-first class mail, by the Company to Holders of Notes at their last registered address not more than 30 25 days following after the Net Proceeds Offer Trigger DateDate to all Holders at their last registered addresses as of a date within 15 days of the mailing of such notice, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.15 of this Indenture, 4.16 and that all Notes tendered tendered, in whole or in part, 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 $2,000 1,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law); (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date purchase date (which shall be not less than 30 nor more than 45 days following 20 Business Days from the applicable date of mailing of notice of such Net Proceeds Offer Trigger Date and which shall be at least five Business Days after Offer, or such longer period as required by law) (the Trustee receives notice thereof from the Company"Proceeds Purchase Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Purchase Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Net Proceeds Offer Payment Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second five Business Day Days prior to the Net Proceeds Offer Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder Holder delivered for purchase and a statement that such Holder is withdrawing his its election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note Notes surrendered; provided, however, provided that each Note purchased and each new Note issued shall be in an original principal amount of $2,000 1,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Purchase Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds OfferOffer which are to be purchased in accordance with item (b)(1) above, (ii) deposit with the Paying Agent, in accordance with Section 2.14, Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ ' Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the The Paying Agent shall promptly pay 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 . For purposes of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchasethis Section 4.16, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indentureact as the Paying Agent. Any monies amounts remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zeroCompany. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws and or regulations conflict with the provisions of this Indenture relating to a Net Proceeds OfferSection 4.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer under Section 4.16 by virtue thereof.

Limitation on Asset Sales. (aA) The Company Holdings will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless (i1) the Company Holdings or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of as determined in good faith by the Company’s Board of Managers; and of; (ii2) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company Holdings or the applicable Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents, Equivalents and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the purposes of paragraph disposition; PROVIDED that (a) above, the amount of any Indebtedness or other liabilities shown on the most recent applicable balance sheet of the Company Holdings or the applicable any such Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee thereof) that are assumed by the transferee of any such assets will and (b) the fair market value of any marketable securities, currencies, notes or other obligations received by Holdings or any such Restricted Subsidiary in exchange for any such assets that are promptly converted into cash or Cash Equivalents within 180 days after the consummation of such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of such this provision.; and (c3) Upon upon the consummation of an Asset Sale, the Company may Holdings shall, subject to paragraph (B) below, apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 365 days of having received the Net Cash Proceeds: (i) to prepay any Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or (ii) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value of the Notes to be purchased, plus any accrued and unpaid interest to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result receipt thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if the 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 $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereof.either

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company (or the applicable Restricted Subsidiary Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the Fair Market Value fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (ii) the fair market value is determined by (a) an executive officer of as determined in good faith by the Company if the value is less than $10 million or (b) the Company’s 's Board of Managers; and Directors if the value is $10 million or more, as evidenced by a resolution of such Board of Directors; (iiiii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received in the Asset Sale by the Company or the applicable such Restricted Subsidiary from such Asset Sale shall be is in the form of cash or Cash Equivalents. For purposes of this provision, and is received at the time each of the Asset Sale (which shall following will be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale).be cash: (bA) For the purposes of paragraph (a) aboveany liabilities, the amount of any liabilities as shown on the Company's or such Restricted Subsidiary's most recent applicable balance sheet sheet, of the Company or the applicable any Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets will be deemed pursuant to be a customary novation agreement that releases the Company or such Subsidiary from further liability; (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Company or such Subsidiary into cash, to the extent of the cash received in that conversion; and (C) property or assets received as consideration for purposes such Asset Sale that would otherwise constitute a permitted application of Net Proceeds (or other cash in such provisionamount) under clauses (ii), (iii) or (iv) under paragraph (b) of this Section. (cb) Upon Within 365 days after the consummation receipt of any Net Proceeds from an Asset Sale, the Company may apply, or cause apply an amount of cash equal to the amount of such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceedsat its option: (i) to repay or prepay any Senior Debt senior Indebtedness of the Company or and/or the Guarantors under a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/orCredit Facility; (ii) to make an investment in acquire all or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject substantially all of the Asset Sale assets of, or in properties and assets (including Capital Stock of any entity) that will be used in the business a majority of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/orVoting Stock of, another Permitted Business; (iii) to make a capital expenditure; or (iv) to acquire other long-term assets that are used or useful in a Permitted Business. (c) Subject to paragraph (e) of this Section, to the extent that the Company does not apply an acquisition amount of all cash equal to the amount of such Net Proceeds of any Asset Sale during such period as provided in paragraph (b) of this Section, the amount not so applied (excluding Net Proceeds of any Asset Sale of the capital stock or assets Gray's Harbor lateral project and excluding Net Proceeds of any Person or division conducting a business reasonably related to that Asset Xxxx xo the extent of the amount of acquisitions or capital expenditures described under clauses (ii), (iii) or (iv) under paragraph (b) of this Section made during the 365 days preceding the receipt of such Net Proceeds (other than any portion of such amount that was funded with Net Proceeds of any other Asset Sale or that has been allocated to exclude Net Proceeds of any other Asset Sales under this provision)) will constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company or its Subsidiaries. On the 416th day after will make an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not Offer to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders of Notes and all holders of other Indebtedness that is equal in right of payment pari passu with the Notes and contains containing provisions requiring that an offer similar to those set forth in the Indenture with respect to offers to purchase such other Indebtedness be made or redeem with the proceeds of the Asset Sale, on a pro rata basis, sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount out of the Net Excess Proceeds Offer Amount is equal to or exceeds $75 million(each such offer an "ASSET SALE OFFER"). The offer price in any Net Proceeds Asset Sale Offer will be equal to 100% of the principal value of the Notes to be purchased, amount plus any accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase. The following events , and will be deemed to constitute payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphsOffer, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration use those Excess Proceeds for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any consideration that does purpose not constitute Replacement Assets that is received otherwise prohibited by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted under this paragraph shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the TrusteeIndenture. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in a Net Proceeds into such Asset Sale Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds OfferExcess Proceeds, the Company shall Trustee will select the Notes and such other pari passu Indebtedness 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 basis. Upon completion of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including each Asset Sale Offer, the amount of accrued interest) and the Net Excess Proceeds Offer Payment Date (which shall will be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be reset at least five Business Days after the Trustee receives notice thereof from the Company);zero. (3d) 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 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, those laws and regulations are applicable in connection with the each repurchase of Notes pursuant to a Net Proceeds an Asset Sale Offer. To the extent that the provisions of any securities laws and or regulations conflict with the Asset Sale provisions of this Indenture relating to a Net Proceeds Offerthe Indenture, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations relating to such Net Proceeds Offer under this Section 3.12 by virtue thereofof such conflict. (e) Prior to making any Asset Sale Offer, but in any event within 30 days following the date on which such Asset Sale Offer would otherwise be required, if the Company or any of its Williams Group Affiliates is subject to any agreement evidencing Indebxxxxxxx (or commitments to extend Indebtedness) that prohibits prepayment or repurchase of the Notes pursuant to an Asset Sale Offer, the Company will either repay, or cause its Williams Group Affiliates to repay, all such outstanding Indebtedness xx xxx Xompany and its Williams Group Affiliates (and terminate all commitments to extend sucx Xxxxxxedness), or obtain the requisite consents, if any, under all agreements governing such Indebtedness or 56 commitments to permit the repurchase of Notes required by this Section 3.12. The Company shall first comply with this paragraph (e) before it shall be required to make an Asset Sale Offer or to repurchase Notes pursuant to this Section. The Company's failure to comply with the covenant described in this paragraph may (with notice and lapse of time) constitute an Event of Default under 5.01(a)(iv) but shall not constitute an Event of Default under Section 5.01(a)(iii).

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of Managers; and Directors); (ii2) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents, Equivalents and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the purposes of paragraph (a) above, disposition; provided that the amount of any liabilities (as shown on the most recent applicable balance sheet sheet) of the Company or the applicable such Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Notes, ) that are assumed by the transferee of any such assets will shall be deemed to be cash for purposes of this provision so long as the documents governing such provision.liabilities provide that there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities; and (c3) Upon the consummation of an Asset Sale, the Company may shall apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 360 days of having received the Net Cash Proceedsreceipt thereof to either: (ia) to prepay any Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary extent that is the assets and property sold pursuant to such Asset Sale do not a Guarantor andconstitute Priority Collateral, in the case of any such to repay Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/orCredit Agreement and permanently reduce the commitments thereunder; (iib) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and and/or assets that were the subject of the such Asset Sale or in long-term properties and and/or assets (including Capital Stock of any entity) that are or will be used in the business (including expenditures for maintenance, repair or improvement of existing long-term properties and/or assets) of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or); or (iiic) make an acquisition a combination of all prepayment and investment permitted by the foregoing clauses (3)(a) and (3)(b). Pending the final application of the capital stock or assets of any Person or division conducting a business reasonably related to that of Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings (and may reborrow amounts thereunder) or its Subsidiariesinvest such Net Cash Proceeds in Cash Equivalents. On the 416th 361st day after an Asset Sale or any such earlier date, if any, on which as the Board of Managers Directors of the Company or of the applicable such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in accordance with clauses (3)(a), (3)(b) or (3)(c) of the above provisions of this clause (c) preceding paragraph (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value of the Notes to be purchased, plus any accrued and unpaid interest to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if the 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 $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereof.clauses

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of Managers; Directors of the Company or TW Acquisition Corporation), and (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale ; provided that (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (bA) For the purposes of paragraph (a) above, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable any such Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Notes, ) that are assumed by the transferee of any such assets will and (B) the fair market value of any marketable securities received by the Company or any such Restricted Subsidiary in exchange for any such assets that are promptly converted into cash shall be deemed to be cash for purposes of such this provision. (c) Upon ; and provided, further, that in no event shall the consummation aggregate fair market value at the time of receipt of consideration received by the Company in a form other than cash or Cash Equivalents exceed 5% of the Company's Consolidated Total Assets. In the event of an Asset Sale, the Company may shall apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 360 days of having received the Net Cash Proceeds: receipt thereof either (iA) to repay or prepay any Senior Debt of indebtedness under the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor andCredit Agreement, in the case of any such Indebtedness under any revolving credit facility, and effect a permanent reduction in the availability under such revolving credit facilitythereof, and/or (iiB) to make an investment either (x) in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the such Asset Sale or (y) in any other properties and or assets (including Capital Stock of any entity) that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses similar or reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of or in the capital stock of any entity a majority of whose assets consist of the properties or assets described under (x) or (y) ("Replacement Assets"), or (C) to a combination of any Person or division conducting a business reasonably related to that of prepayment and investment permitted by the Company or its Subsidiariesforegoing clauses (iii)(A) and (iii)(B). On After 360 days from the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied as permitted in clauses (iii)(A), (iii)(B) and to (iii)(C) of the extent not subsequently applied, next preceding sentence (a "Net Proceeds Offer Amount") exceeds $7,500,000 (the "Net Proceeds Offer Trigger Date related thereto Date"), and, to the extent necessary, TW Acquisition Corporation has the ability to provide such amounts to the Company, shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “"Net Proceeds Offer”") on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal that amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation equal to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer at a price in any Net Proceeds Offer will be equal to 100% of the principal value Accreted Value of the Notes to be purchased, plus any accrued and unpaid interest thereon, if any, to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event If at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company 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. To the event extent that the aggregate Accreted Value of Notes tendered pursuant to such Net Proceeds Offer is less than the transfer of substantially all (but not all) of the property and assets of Net Proceeds Offer Amount the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 may use such deficiency for general corporate purposes. If the aggregate Accreted Value of Notes validly tendered and as a result not withdrawn by Holders thereof exceeds the Company is no longer an obligor on the NotesNet Proceeds Offer Amount, the successor corporation shall Notes to be deemed to have sold the properties and assets purchased will be selected on a pro rata basis. Upon completion of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In additionNet Proceeds Offer, the Fair Market Value amount of such properties and assets of the Company or its Restricted Subsidiaries deemed Net Proceeds Offer Amount will be reset to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) zero. Notwithstanding the immediately preceding paragraphsparagraph, the Company and its Restricted Subsidiaries may will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 7580% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Valuefair market value; provided, however, provided that any consideration that does not constitute constituting Replacement Assets that is 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 and will be subject to the provisions described in of the preceding paragraphs. (e) paragraph. Each notice of a Net Proceeds Offer pursuant will be mailed to this Section 4.15 shall be mailed, by first-class mail, by the Company to record Holders as shown on the register of Notes at their last registered address Holders not less than 30 days nor more than 30 45 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. The Upon receiving notice shall contain all instructions and materials necessary to enable such of the Net Proceeds Offer, Holders may elect to tender their Notes pursuant to in whole or in part in integral multiples of $1,000 principal amount at maturity in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law, and the purchase of such Note shall be consummated within 60 days following the mailing of the Net Proceeds Offer. The notice, which shall govern the terms of the Net Proceeds Offer, shall include such disclosures as are required by law and shall state the following termsstate: (1i) that the Net Proceeds Offer is being made pursuant to this Section 4.15 of this Indenture, 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 $2,000 or integral multiples of $1,000 in excess 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 law4.15; (2ii) the purchase price (including equal to 100% of the amount Accreted Value thereof plus of accrued and unpaid interest, if any) to be paid for Notes purchased pursuant to the Net Proceeds Offer 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)Date; (3iii) that any Note not tendered for payment will continue to accrete and accrue interestinterest in accordance with the terms thereof; (4iv) that, unless the Company defaults in on making payment thereforthe payment, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrete and accrue interest after the Net Proceeds Offer Payment Date; (5v) that Holders electing accepting the Offer to have a Note their Notes purchased pursuant to a the 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, their Notes 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 Excess Net Proceeds Offer Payment Date; (6vi) that Holders will be entitled to withdraw their election acceptance if the Paying Agent receives, not later than the close of business on 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 Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note Notes purchased; and; (7vii) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount at maturity equal to the unpurchased portion of the Note Notes surrendered; provided, however, provided that each Note purchased and each such new Note issued shall be in an original principal amount of $2,000 or integral multiples at maturity in denominations of $1,000 in excess and integral multiples thereof; (viii) any other procedures that a Holder must follow to accept a Net Proceeds Offer or effect withdrawal of such acceptance; and (ix) the name and address of the Paying Agent. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds OfferOffer in accordance with this Section 4.15, (ii) deposit with the Paying Agent, in accordance with Section 2.14, Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes Net Proceeds Offer Amount to be purchased in accordance with this Section 4.15 and (iii) deliver to the Trustee Notes so accepted together with an Officers’ ' Certificate stating the Notes or portions thereof being purchased tendered to and accepted for payment by the Company. Upon receipt by For purposes of this Section 4.15, the Trustee shall act as the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Agent. The Paying Agent shall promptly pay (but in any case no later than 10 calendar days after the Net Proceeds Payment Date) mail or deliver to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued for such Notes, and unpaid interestthe Company shall execute and issue, if any, out of and the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders Holders, a new Notes Note equal in principal amount at maturity to any unpurchased portion of the Notes Note surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel ; provided that each such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer new Note shall be returned within three Business Days by the Trustee to the issued in an original principal amount at maturity in denominations of $1,000 and integral multiples thereof. The Company except with respect to monies owed as obligations will send to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, and the Trustee shall act as the Paying Agent for the Notes. To the extent the amount Holders of Notes tendered pursuant to any on or as soon as practicable after the Net Proceeds Offer is less than Payment Date a notice setting forth the amount results of Net Cash Proceeds subject to such the Net Proceeds Offer, . Any Notes not so accepted shall be promptly mailed or delivered by the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zeroHolder thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws and or regulations conflict with the provisions of this Indenture relating to a Net Proceeds OfferSection 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer under this Section 4.15 by virtue thereof.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s 's or the Subsidiary's Board of Managers; and Directors or other governing body, as applicable); (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale Equivalents (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the purposes of paragraph (a) above, provided that the amount of any liabilities (as shown on the Company's or such Subsidiary's most recent applicable balance sheet sheet) of the Company or the applicable Restricted Subsidiary, any such Subsidiary (other than liabilities that are by their terms subordinated to the Notes, ) that are assumed by the transferee of any such assets will shall be deemed to be cash for the purposes of such this provision.); and (ciii) Upon upon the consummation of an Asset Sale, the Company may shall apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale due and owing to the Company or such Subsidiary (but, with respect to any such Subsidiary, only the Company's proportionate interest in any non-Wholly Owned Subsidiary) within 415 365 days of having received the Net Cash Proceedsreceipt thereof either: (iA) to prepay any Senior Debt in accordance with the terms of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, Credit Agreement and effect a permanent reduction in the availability under such revolving credit facility, and/orCredit Agreement, (iiB) to the extent permitted by the Credit Agreement, to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the such Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing described in Section 4.19 ("Replacement Assets"), or (C) to a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). Subject to the last sentence of this paragraph, on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th 366th day after an Asset Sale or any such earlier date, if any, on which as the Board of Managers Directors of the Company or of the applicable Restricted such Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in accordance with the above provisions of this clause (ciii)(A), (iii)(B) or (iii)(C) of the next preceding sentence (each, a “"Net Proceeds Offer Trigger Date”"), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by in clauses (iii)(A), (iii)(B) and (iii)(C) of the above provisions of this clause next preceding sentence (c) (the “each a "Net Proceeds Offer Amount”") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “"Net Proceeds Offer”") on a date (the “"Net Proceeds Offer Payment Date”") that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal that amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation equal to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer at a price in any Net Proceeds Offer will be equal to 100% of the principal value amount of the Notes to be purchased, plus any accrued and unpaid interest thereon, if any, to the date of purchase. The following events will , but installments of interest, the maturity of which is on or prior to the Proceeds Purchase Date, shall be deemed payable to constitute an Asset Sale and Holders of record at the Net Cash Proceeds for such Asset Sale must be applied close of business on the relevant record dates referred to in accordance with this Section 4.15: in the event 2.12; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company 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 in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation disposition shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were constitute an Asset Sale. In addition, Sale hereunder and the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 thereof shall be mailed, by first-class mail, by the applied in accordance with this covenant. The Company to Holders of Notes at their last registered address not more than 30 days following may defer the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer until there is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if the an 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 $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such unutilized Net Proceeds Offer Amount shall be reset equal to zero. The Company will comply with the requirements or in excess of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer$1,000,000 resulting from one or more Asset Sales (at which time, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such entire unutilized Net Proceeds Offer by virtue thereofAmount, and not just the amount in excess of $1,000,000, shall be applied as required pursuant to the preceding paragraph).

Limitation on Asset Sales. (a) The Company will notshall not engage in, and will shall not permit any Subsidiary to engage in, any Asset Sale unless: (i) except in the case of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) resulting from the requisition of title to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss, the Company or such Subsidiary, as the applicable Restricted Subsidiary case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold Property or otherwise disposed of as determined in good faith by the Company’s Board of Managersasset; and (ii) at least 75% of such consideration consists of Cash Proceeds (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary from such Asset Sale shall be in the form assumption of cash or Cash Equivalents, and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the purposes of paragraph (a) above, the amount of any liabilities shown on the most recent applicable balance sheet Indebtedness of the Company or the applicable Restricted Subsidiary, other than liabilities that are by their terms subordinated such Subsidiary relating to the Notes, Capital Stock or Property or asset that are assumed by was the transferee of any such assets will be deemed to be cash for purposes subject of such provision. Asset Sale and the unconditional release of the Company or such Subsidiary from such Indebtedness); (ciii) Upon the consummation of an after giving effect to such Asset Sale, the total non-cash consideration held by the Company may apply, or cause from all such applicable Restricted Subsidiary Asset Sales does not exceed $2,000,000; and (iv) the Company delivers to apply, the Net Cash Proceeds relating to Trustee an Officers' Certificate certifying that such Asset Sale within 415 days of having received complies with clauses (i), (ii) and (iii). The Company or such Subsidiary, as the case may be, may apply the Net Cash Proceeds: Available Proceeds from each Asset Sale (ix) to prepay any the acquisition of one or more Replacement Assets or (y) to repurchase or repay Senior Debt of the Company or a Subsidiary Guarantor or any Indebtedness (with a permanent reduction of a Restricted Subsidiary that is not a Guarantor and, availability in the case of revolving credit borrowings); provided that such acquisition or such repurchase or repayment shall be made within 270 days after the consummation of the relevant Asset Sale; provided, further, that any such Indebtedness under any revolving credit facility, effect a permanent reduction in Net Available Proceeds that are applied to the availability under such revolving credit facility, and/or (ii) to make an investment in or expenditures for properties and assets (including Capital Stock acquisition of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used Replacement Assets useful in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition any of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On , or the 416th day after an Subsidiary making such Asset Sale or Sale, pursuant to any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related binding agreement relating thereto shall be deemed to be have been applied for such purpose within such 270-day period so long as they are so applied within 30 days of the effective date of termination of such contractual commitment agreement. (b) Any Net Available Proceeds from any Asset Sale that are not used to so acquire Replacement Assets or any earlier date, if any, on which the Board of Managers to repurchase or repay Senior Debt within 270 days after consummation of the relevant Asset Sale constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Company shall within 30 days thereafter, or at any time after receipt of Excess Proceeds but prior to there being $5,000,000 of Excess Proceeds, the board of the applicable Restricted Subsidiary determines not Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause all (c) The Asset Sale Offer will remain open for a period of at least 30 days following its commencement but no longer than 60 days, except to the extent that a longer period is required by applicable law (the “Net Proceeds "Asset Sale Offer Amount”) shall be applied by Period"). On the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days Business Day following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds termination of the Asset Sale, on a pro rata basisSale Offer Period (the "Asset Sale Purchase Date"), the maximum Company will purchase the principal amount of Notes and other Indebtedness that may required to be purchased with pursuant to this Section 4.15 (the Net Proceeds "Asset Sale Offer Amount. Notwithstanding ") or, if less than the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Asset Sale Offer Amount is equal has been so validly tendered and not properly withdrawn, all Notes validly tendered and not properly withdrawn in response to or exceeds $75 millionthe Asset Sale Offer. The offer price in Payment for any Net Proceeds Offer Notes so purchased will be equal to 100% of made in the principal value of same manner as interest payments are made on the Notes to be purchasedNotes. If the Asset Sale Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, plus any accrued and unpaid interest and Special Interest, if any, shall be paid to the date Person in whose name a Note is registered at the close of purchase. The following events will business on such Record Date, and no additional interest (or Special Interest (to the extent involving interest that is due and payable on such Interest Payment Date), if any) shall be deemed payable to constitute an Holders who tender Notes pursuant to the Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15Offer. (d) Notwithstanding Upon the immediately preceding paragraphscommencement of an Asset Sale Offer, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailedsend, by first-first class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy notice to the TrusteeTrustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Asset Sale Offer. The Asset Sale Offer and shall state be made to all Holders. The notice, which shall govern the following terms: terms of the Asset Sale Offer, shall state: (1i) that the Net Proceeds Asset Sale Offer is being made pursuant to this Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if and the aggregate principal amount of Notes tendered in a Net Proceeds Asset Sale Offer plus accrued interest at Period during which 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 $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Asset Sale Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by lawopen; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereof.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of (in each case as determined in good faith by the Company’s 's Board of ManagersDirectors); and (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale Equivalents (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). provided that (bA) For the purposes of paragraph (a) above, the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent applicable balance sheet sheet) of the Company or the applicable any such Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Notes, ) that are assumed by the transferee of any such assets will and (B) the fair market value of any marketable securities received by the Company or a Restricted Subsidiary in exchange for any such assets that are promptly converted into cash shall be deemed to be cash for the purposes of this provision) and is received at the time of such provision. disposition; provided that the Company and its Restricted Subsidiaries may make Asset Sales not exceeding $2 million in the aggregate in each year for non-cash consideration; and (ciii) Upon upon the consummation of an Asset Sale, the Company may shall apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 360 days of having received the Net Cash Proceeds: receipt thereof either (iA) to prepay any Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness Senior Debt under any revolving credit facility, facility effect a permanent reduction in the availability under such revolving credit facility, and/or or to so prepay any Indebtedness of a Wholly Owned Restricted Subsidiary, (iiB) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the such Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Restricted Subsidiaries as existing it exists on the Issue Date date of such Asset Sale or in businesses the same, similar or reasonably related thereto (“"Replacement Assets”"), or (C) and/or a combination of prepayment and investment permitted by the foregoing clauses (iiiiii)(A) make an acquisition and (iii)(B). Subject to the last sentence of all of this paragraph, on the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th 361st day after an Asset Sale or any such earlier date, if any, on which as the Board of Managers Directors of the Company or of the applicable such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in accordance with the above provisions of this clause (ciii)(A), (iii)(B) or (iii)(C) of the next preceding sentence (each, a “"Net Proceeds Offer Trigger Date”"), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by in clauses (iii)(A), (iii)(B) and (iii)(C) of the above provisions of this clause next preceding sentence (c) (the “each a "Net Proceeds Offer Amount”") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “"Net Proceeds Offer”") on a date (the “"Net Proceeds Offer Payment Date”") that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal that amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation equal to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer at a price in any Net Proceeds Offer will be equal to 100% of the principal value amount of the Notes to be purchased, plus any accrued and unpaid interest thereon, if any, to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event ; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes5.01, the successor corporation Person shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15covenant, 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 fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) 4.16. Each notice of a Net Proceeds Offer pursuant will be mailed to this Section 4.15 shall be mailed, by first-class mail, by the Company to record Holders as shown on the register of Notes at their last registered address not more than 30 Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the TrusteeTrustee and each Paying Agent, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). To the extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such excess Net Proceeds Offer Amount for general corporate purposes or for any other purpose not prohibited by this Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Swap if (i) at the time of entering into such Asset Swap or immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred or be continuing or would occur as a consequence thereof, (ii) in the event that such Asset Swap involves an aggregate amount in excess of $10 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Company, and (iii) in the event such Asset Swap involves an aggregate amount in excess of $50 million, the Company has received a written opinion from an Independent Financial Advisor that such Asset Swap is fair to the Company or such Restricted Subsidiary, as the case may be, from a financial point of view. (b) Subject to the deferral of the Net Proceeds Offer Trigger Date contained in the second paragraph of subsection (a) above, each notice of a Net Proceeds Offer pursuant to this Section 4.16 shall be mailed or caused to be mailed, by first class mail, by the Company not more than 25 days after the Net Proceeds Offer Trigger Date to all Holders at their last registered addresses as of a date within 15 days of the mailing of such notice, with a copy to the Trustee and each Paying Agent. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, 4.16 and that all Notes tendered will be accepted for payment; provided, however, that if the aggregate principal amount of Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds Offer, 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 $2,000 1,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law); (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date purchase date (which shall be not less than 30 nor more than 45 days following 20 Business Days from the applicable date of mailing of notice of such Net Proceeds Offer Trigger Date and which shall be at least five Business Days after Offer, or such longer period as required by law) (the Trustee receives notice thereof from the Company"Proceeds Purchase Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Purchase Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Net Proceeds Offer Payment Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second five Business Day Days prior to the Net Proceeds Offer Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder 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 Notes surrendered; provided, however, provided that each Note purchased and each new Note issued shall be in an original principal amount of $2,000 1,000 or integral multiples of $1,000 in excess thereof. ; On or before the Net Proceeds Offer Payment Purchase Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds OfferOffer which are to be purchased in accordance with item (b)(1) above, (ii) deposit with the Paying Agent, in accordance with Section 2.14, Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Paying Agent Notes so accepted together with an Officers’ ' Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the The Paying Agent shall promptly pay mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies amounts remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zeroCompany. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws and or regulations conflict with the provisions of this Indenture relating to a Net Proceeds OfferSection 4.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer under this Section 4.16 by virtue thereof.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless (ia) the Company or the applicable Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of as determined in good faith by the Company’s Board of Managers; and and (iib) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary from such Asset Sale shall be in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) . For the purposes of paragraph (a) abovethis provision, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of such this provision. (c) Upon the consummation of an Asset Sale, the Company may apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceeds: (i) to prepay any Senior Debt, Guarantor Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, ; and/or (ii) to prepay any Pari Passu Indebtedness of the Company, and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; and/or to (iii) make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) ); and/or (iiiiv) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value of the Notes to be purchased, plus any accrued and unpaid interest to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section section 4.15: · in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or · in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) . Notwithstanding the provisions described in the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any . Any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) . Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, sent by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if the 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 Trustee, as Registrar 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 $2,000 or integral multiples in excess of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to 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; provided, however, that Holders of Global Securities will be required to surrender such Global Securities pursuant to Applicable Procedures; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each new Note issued shall be in an original principal amount of $1,000; provided, further, however, that no Note of $2,000 or integral multiples of $1,000 in excess thereofless may remain outstanding. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount integral multiples of $1,000; provided, that no Note of $2,000 or integral multiples of $1,000 in excess thereof less may remain outstanding thereafter) validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender immediately available funds (sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereof.Section

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company (or the applicable Restricted Subsidiary Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the Fair Market Value fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (ii) the fair market value is determined by (a) an executive officer of as determined in good faith by the Company if the value is less than $10 million or (b) the Company’s 's Board of Managers; and Directors if the value is $10 million or more, as evidenced by a resolution of such Board of Directors; (iiiii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received in the Asset Sale by the Company or the applicable such Restricted Subsidiary from such Asset Sale shall be is in the form of cash or Cash Equivalents. For purposes of this provision, and is received at the time each of the Asset Sale (which shall following will be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale).be cash: (bA) For the purposes of paragraph (a) aboveany liabilities, the amount of any liabilities as shown on the Company's or such Restricted Subsidiary's most recent applicable balance sheet sheet, of the Company or the applicable any Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets will be deemed pursuant to be a customary novation agreement that releases the Company or such Subsidiary from further liability; (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Company or such Subsidiary into cash, to the extent of the cash received in that conversion; and (C) property or assets received as consideration for purposes such Asset Sale that would otherwise constitute a permitted application of Net Proceeds (or other cash in such provisionamount) under clauses (ii), (iii) or (iv) under paragraph (b) of this Section. (cb) Upon Within 365 days after the consummation receipt of any Net Proceeds from an Asset Sale, the Company may apply, or cause apply an amount of cash equal to the amount of such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceedsat its option: (i) to repay or prepay any Senior Debt senior Indebtedness of the Company or and/or the Guarantors under a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/orCredit Facility; (ii) to make an investment in acquire all or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject substantially all of the Asset Sale assets of, or in properties and assets (including Capital Stock of any entity) that will be used in the business a majority of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/orVoting Stock of, another Permitted Business; (iii) to make a capital expenditure; or (iv) to acquire other long-term assets that are used or useful in a Permitted Business. (c) Subject to paragraph (e) of this Section, to the extent that the Company does not apply an acquisition amount of all cash equal to the amount of such Net Proceeds of any Asset Sale during such period as provided in paragraph (b) of this Section, the amount not so applied (excluding Net Proceeds of any Asset Sale of the capital stock or assets Xxxx'x Harbor lateral project and excluding Net Proceeds of any Person or division conducting a business reasonably related Asset Sale to that the extent of the amount of acquisitions or capital expenditures described under clauses (ii), (iii) or (iv) under paragraph (b) of this Section made during the 365 days preceding the receipt of such Net Proceeds (other than any portion of such amount that was funded with Net Proceeds of any other Asset Sale or that has been allocated to exclude Net Proceeds of any other Asset Sales under this provision)) will constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company or its Subsidiaries. On the 416th day after will make an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not Offer to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders of Notes and all holders of other Indebtedness that is equal in right of payment pari passu with the Notes and contains containing provisions requiring that an offer similar to those set forth in the Indenture with respect to offers to purchase such other Indebtedness be made or redeem with the proceeds of the Asset Sale, on a pro rata basis, sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount out of the Net Excess Proceeds Offer Amount is equal to or exceeds $75 million(each such offer an "ASSET SALE OFFER"). The offer price in any Net Proceeds Asset Sale Offer will be equal to 100% of the principal value of the Notes to be purchased, amount plus any accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase. The following events , and will be deemed to constitute payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphsOffer, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration use those Excess Proceeds for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any consideration that does purpose not constitute Replacement Assets that is received otherwise prohibited by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted under this paragraph shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the TrusteeIndenture. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in a Net Proceeds into such Asset Sale Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds OfferExcess Proceeds, the Company shall Trustee will select the Notes and such other pari passu Indebtedness 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 basis. Upon completion of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including each Asset Sale Offer, the amount of accrued interest) and the Net Excess Proceeds Offer Payment Date (which shall will be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be reset at least five Business Days after the Trustee receives notice thereof from the Company);zero. (3d) 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 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, those laws and regulations are applicable in connection with the each repurchase of Notes pursuant to a Net Proceeds an Asset Sale Offer. To the extent that the provisions of any securities laws and or regulations conflict with the Asset Sale provisions of this Indenture relating to a Net Proceeds Offerthe Indenture, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations relating to such Net Proceeds Offer under this Section 3.12 by virtue thereofof such conflict. (e) Prior to making any Asset Sale Offer, but in any event within 30 days following the date on which such Asset Sale Offer would otherwise be required, if the Company or any of its Xxxxxxxx Group Affiliates is subject to any agreement evidencing Indebtedness (or commitments to extend Indebtedness) that prohibits prepayment or repurchase of the Notes pursuant to an Asset Sale Offer, the Company will either repay, or cause its Xxxxxxxx Group Affiliates to repay, all such outstanding Indebtedness of the Company and its Xxxxxxxx Group Affiliates (and terminate all commitments to extend such Indebtedness), or obtain the requisite consents, if any, under all agreements governing such Indebtedness or commitments to permit the repurchase of Notes required by this Section 3.12. The Company shall first comply with this paragraph (e) before it shall be required to make an Asset Sale Offer or to repurchase Notes pursuant to this Section. The Company's failure to comply with the covenant described in this paragraph may (with notice and lapse of time) constitute an Event of Default under 5.01(a)(iv) but shall not constitute an Event of Default under Section 5.01(a)(iii).

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale unless (i) the Company or such Subsidiary, as the applicable Restricted Subsidiary case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (determined by the Board of Directors in good faith, which determination shall be evidenced by a board resolution) of the assets or other property sold or otherwise disposed of as determined in good faith by the Company’s Board of Managers; Asset Sale, and (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the such consideration received by the Company or the applicable Restricted Subsidiary from such Asset Sale shall be is in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the ; provided that for purposes of paragraph (a) above, this covenant "cash" shall include the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Restricted Subsidiary, (other than liabilities that are by their terms subordinated to the Notes, Notes or any Subsidiary Guarantee) of the Company or such Subsidiary (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets will be deemed to be cash for purposes or other property in such Asset Sale (and excluding any liabilities that are incurred in connection with or in anticipation of such provisionAsset Sale), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities. (cb) Upon the consummation of an Within 270 days after any Asset Sale, the Company may apply, elect to apply or cause to be applied the Net Proceeds from such applicable Restricted Subsidiary Asset Sale to apply(a) repay amounts outstanding under the Credit Facility, and permanently reduce the commitments or amounts available to be borrowed thereunder by the same amount, (b) repay amounts outstanding under Other Senior Debt that is secured by the asset being sold, to the extent repayment is required by the terms of the agreement governing the same, (c) use no more than the Other Senior Debt Pro Rata Share of such Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceeds: (i) to prepay any repay amounts outstanding under Other Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or and/or (iid) to make an investment in in, or expenditures for properties and acquire assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale directly or in properties and assets (including Capital Stock of any entity) that will be used in reasonably related to, the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of Date. Pending the capital stock or assets final application of any Person or division conducting a business reasonably related to that of such Net Proceeds, the Company may temporarily reduce amounts outstanding under the Credit Facility or its Subsidiariestemporarily invest such Net Proceeds in any manner permitted by this Indenture. On the 416th day after Any Net Proceeds from an Asset Sale not applied or any earlier date, if any, on which invested as provided in the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions first sentence of this clause paragraph within 270 days of such Asset Sale will be deemed to constitute "Excess Proceeds" on the 271st day after such Asset Sale. (c) Not later than 10 Business Days after any date (each, a “Net Proceeds an "Asset Sale Offer Trigger Date”), such ") that the aggregate amount of Net Cash Excess Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently appliedexceeds $10,000,000, the Net Proceeds Offer Trigger Date related thereto Company shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make commence an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net out of all such Excess Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make (an "Asset Sale Offer") at a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be cash equal to 100% of the principal value of the Notes to be purchasedamount thereof, plus any accrued and unpaid interest to the date of purchasepurchase (the "Asset Sale Offer Purchase Date"). The following events will be deemed offer to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if the 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 $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer purchase shall remain open for a period minimum of 20 Business Days business days or such longer periods period as may be is required by law;. To the extent that any Excess Proceeds remain after completion of an Asset Sale Offer, the Company may use the remaining amount for general corporate purposes and such amount shall no longer constitute "Excess Proceeds." (2d) Within 10 Business Days following any Asset Sale Offer Trigger Date, the Company shall mail to each holder of Notes at such holder's registered address a notice stating: (i) that an Asset Sale Offer Trigger Date has occurred and that the Company is offering to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the Asset Sale Offer Purchase Date, which shall be a Business Day, specified in such notice, that is not earlier than 30 days or later than 60 days from the date such notice is mailed, (including ii) the amount of accrued interest) and unpaid interest as of the Net Proceeds Asset Sale Offer Payment Date Purchase 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); (3iii) that any Note not tendered will continue to accrue interest; , (4iv) that, unless the Company defaults in making the payment thereforof the purchase price for the Notes payable pursuant to the Asset Sale Offer, any Note Notes accepted for payment pursuant to the Net Proceeds Asset Sale Offer shall cease to accrue interest on and after the Net Proceeds Asset Sale Offer Payment Purchase Date; , (5v) that Holders electing to have a tender any Note purchased pursuant to a Net Proceeds Offer or portion thereof will be required to surrender the their Note, with the a 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 preceding the Asset Sale Offer Purchase Date; provided that Holders electing to the Net Proceeds Offer Payment Date; tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (6vi) that Holders will be entitled to withdraw their election to tender Notes if the Paying Agent receives, not later than the second close of business on the third Business Day prior to preceding the Net Proceeds Asset Sale Offer Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have such Note Notes purchased; and and (7vii) that that, subject to Section 2.15, Holders whose Notes are purchased only accepted for payment in part will be issued new Notes equal in a principal amount equal to the unpurchased portion of the Note Notes surrendered; provided, however, provided that each new Note issued shall be only Notes in an original a principal amount of $2,000 1,000 or integral multiples thereof will be accepted for payment in part. (e) The Company shall furnish to the Trustee, at least seven Business Days before notice of $1,000 the corresponding Asset Sale Offer is to be mailed to Holders, an Officers' Certificate setting forth that the Asset Sale Offer is being made pursuant to Section 4.13, the Asset Sale Offer Purchase Date, the maximum principal amount of Notes the Company is offering to purchase pursuant to such Asset Sale Offer, the purchase price for such Notes and the amount of accrued and unpaid interest on such Notes as of the Asset Sale Offer Purchase Date. The Company will also provide the Trustee a copy of the notice sent to holders pursuant to Section 4.13(d) and any additional information that the Trustee reasonably requests in excess thereof. connection with any Asset Sale Offer. (f) On or before the Net Proceeds Asset Sale Offer Payment Purchase Date, the Company shall will (i) accept for payment the maximum principal amount of Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Asset Sale Offer that can be purchased out of Excess Proceeds Offerfrom such Asset Sale, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay Agent the aggregate purchase price plus of all Notes or portions thereof accepted for payment and any accrued and unpaid interestinterest on such Notes as of the Asset Sale Offer Purchase Date, if any, of all Notes to be purchased and (iii) deliver or cause to be delivered to the Trustee all Notes so accepted tendered pursuant to the Asset Sale Offer, together with an Officers’ ' Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt If less than all Notes tendered pursuant to the Asset Sale Offer are to be purchased by the Paying Agent Company for any reason consistent with this Indenture, the Trustee, on behalf of the monies specified Company, shall select the outstanding Notes to be purchased by the Company in clause (ii) above and a copy compliance with the requirements of the Officers’ Certificate specified in clause (iii) aboveprincipal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on such an exchange, the Trustee on behalf of the Company, shall select the outstanding Notes to be purchased, on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate; provided that Notes purchased in part shall only be purchased in integral multiples of $1,000. The Paying Agent shall promptly pay mail to the Holders each holder of Notes so or portions thereof accepted for payment in an amount equal to the purchase price for such Notes plus any accrued and unpaid interestinterest thereon, if anyand, out of subject to Section 2.15, the funds deposited with Company shall execute and issue and the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders Holder of Notes accepted for payment in part a new Notes Note equal in principal amount to any unpurchased portion of the Notes, and any Note not accepted for payment in whole or in part shall be promptly returned to the Holder of such Note. On and after an Asset Sale Offer Purchase Date, interest will cease to accrue on the Notes surrendered. Upon or portions thereof accepted for payment, unless the Company defaults in the payment of the purchase price for therefor. The Company will announce the Notes accepted for purchase, results of the Trustee shall cancel such Notes pursuant Asset Sale Offer to Section 2.11 of this Indenture. Any monies remaining Holders on or as soon as practicable after the purchase of Notes pursuant to a Net Proceeds Asset Sale Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. Purchase Date. (g) The Company will comply with the applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act Act, and any all other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereofin connection with any Asset Sale Offer.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless (ia) the Company or the applicable Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of as determined in good faith by the Company’s Board of Managers; and and (iib) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary from such Asset Sale shall be in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) . For the purposes of paragraph (a) abovethis provision, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of such this provision. (c) Upon the consummation of an Asset Sale, the Company may apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceeds: (i) to prepay any Senior Debt, Guarantor Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, ; and/or (ii) to prepay any Pari Passu Indebtedness of the Company, and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; and/or to (iii) make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) ); and/or (iiiiv) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value of the Notes to be purchased, plus any accrued and unpaid interest to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section section 4.15: · in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or · in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) . Notwithstanding the provisions described in the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any . Any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) . Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, sent by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if the 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 Trustee, as Registrar 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 $2,000 or integral multiples in excess of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to 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; provided, however, that Holders of Global Securities will be required to surrender such Global Securities pursuant to Applicable Procedures; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each new Note issued shall be in an original principal amount of $1,000; provided, further, however, that no Note of $2,000 or integral multiples of $1,000 in excess thereofless may remain outstanding. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount integral multiples of $1,000; provided, that no Note of $2,000 or integral multiples of $1,000 in excess thereof less may remain outstanding thereafter) validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender immediately available funds (sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereof.

Limitation on Asset Sales. (a) The If and for so long as, after giving pro forma effect to any sale, issuance, conveyance, transfer, lease, assignment or other disposition by the Company will or any Subsidiary of the Company to any Person other than the Company or any Subsidiary of the Company of any assets of the Company or any of its Subsidiaries, in one transaction or a series or related transactions, the Consolidated Total Leverage Ratio is equal to or greater than 3.75:1.00, the Company shall not, and will shall not permit any Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, consummate an any Asset Sale unless unless: (i1) the Company or such Subsidiary of the applicable Restricted Subsidiary Company receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of as determined included in good faith by the Company’s Board of Managerssuch Asset Sale; and and (ii2) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the total consideration received by the Company or the applicable Restricted Subsidiary from in such Asset Sale shall be in the form or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2) of this 4.10(a), and is received at the time of the Asset Sale (which following shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the purposes of paragraph (a) above, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of such provision. (c) Upon the consummation of an Asset Sale, the Company may apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceedscash: (i) to prepay the amount (without duplication) of any Senior Debt Indebtedness of the Company or a Guarantor or any Indebtedness of a Restricted such Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or (ii) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on that is expressly assumed by the Issue Date or transferee in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th day after an such Asset Sale or any earlier date, if any, on and with respect to which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeemof the Company, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) (the “Net Proceeds Offer”) on a date (amount of any obligations received from such transferee that are within 90 days converted by the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase Company or such other Indebtedness be made with the proceeds Subsidiary of the Asset Sale, on a pro rata basis, Company to cash (to the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount extent of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price cash actually so received); (iii) the fair market value of any assets (other than securities, unless such securities represent Capital Stock in any Net Proceeds Offer will be equal to 100% an entity engaged solely in a Permitted Business, such entity becomes a Subsidiary of the principal value Company and the Company or a Subsidiary of the Notes Company acquires voting and management control of such entity) received by the Company or any Subsidiary of the Company to be purchased, plus used by it in the Permitted Business; and (iv) any accrued and unpaid interest to Designated Non-cash Consideration received by the date Company or any Subsidiary of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for Company in such Asset Sale must be applied the fair market value of which, when taken together with all other Designated Non-cash Consideration received since the Issue Date (and not subsequently converted into Cash Equivalents and treated as Net Available Proceeds of an Asset Sale), does not exceed the greater of (i) $30.0 million and (ii) 1.00% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in accordance with this Section 4.15: in the event value. If at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company Company, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.10. (b) If the Company or any Subsidiary of the Company engages in an Asset Sale, the Company or such Subsidiary of the Company shall, no later than 360 days following the receipt of the Net Available Proceeds, apply all or any of the Net Available Proceeds therefrom: (1) to permanently repay, prepay, redeem or repurchase: (A) Indebtedness outstanding under the Credit Facility or any Secured Indebtedness; (B) obligations under the Notes or any other Pari Passu Indebtedness of the Company or any Subsidiary of the Company; provided that, if the Company or any such Subsidiary of the Company shall so repay or prepay any such other Pari Passu Indebtedness, the Company shall reduce obligations under the Notes on a pro rata basis (based on the amount so applied to such repayments or prepayments) by, at their option, (A) redeeming Notes in accordance with Section 3.07, (B) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at a purchase price of at least 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon or (C) purchasing Notes through privately negotiated transactions or open market purchases, in a manner that complies with the Indenture and applicable securities law, at a price not less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; or (C) Indebtedness of a Subsidiary of the Company that is not a Guarantor, other than Indebtedness owed to the Company or another Subsidiary of the Company; (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Subsidiary of the Company; (3) to make a capital expenditure; (4) to acquire Additional Assets or improve or develop existing assets to be used in a Permitted Business; or (5) to make any combination of the foregoing payments, redemptions, repurchases or investments; provided that, in the event case of Sections 4.10(b)(2), (3), (4) or (5), a binding commitment entered into by the end of such 360-day period under which it is contractually committed to acquire the assets or Capital Stock of a Person engaged in a Permitted Business, invest in Additional Assets or to make such capital expenditures shall be treated as a permitted application of an amount of Net Available Proceeds from the date of such commitment so long as the Company or such Subsidiary of the transfer Company enters into such commitment with the good faith expectation that such amount of substantially all Net Available Proceeds shall be applied to satisfy such commitment within 180 days of entering into such commitment (but not allan “Acceptable Commitment”) and such Net Available Proceeds are actually applied in such manner within the later of 360 days from receipt of the property Net Available Proceeds from the applicable Asset Sale and assets 180 days from the date of the Acceptable Commitment. Pending the final application of any Net Available Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Available Proceeds in any manner that is not prohibited by this Indenture. (c) Any Net Available Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall make an Asset Sale Offer to all Holders of Notes and if the Company elects (or is required by the terms of such other Pari Passu Indebtedness), all holders of other Pari Passu Indebtedness (an “Asset Sale Offer”) to purchase the maximum aggregate principal amount of Notes and such Pari Passu Indebtedness, in denominations of $2,000 initial principal amount and multiples of $1,000 in excess thereof, that may be purchased with an amount equal to the Excess Proceeds at an offer price in cash in an amount not less than 100% of the principal amount thereof, or, in the case of Pari Passu Indebtedness represented by securities sold at a discount, not less than the amount of the accreted value thereof at such time, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture; provided that the Company shall only be required to make an Asset Sale Offer in an amount by which and to the extent that the resulting application of Excess Proceeds towards such Indebtedness would result in a Consolidated Total Leverage Ratio 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 of less than 3.75:1.00. In the event that the Company or any Subsidiary of the Company prepays any Pari Passu Indebtedness that is no longer outstanding under a revolving credit or other committed loan facility pursuant to an obligor on the NotesAsset Sale Offer, the successor corporation Company or such Subsidiary of the Company shall cause the related loan commitment to be reduced in an amount equal to the principal amount so prepaid. After the completion of an Asset Sale, the Company and its Subsidiaries may make an Asset Sale Offer prior to the time they are required to do so by the first sentence of this paragraph. If the Company or any Subsidiary of the Company completes such an Asset Sale Offer with respect to any Net Available Proceeds, the Company and its Subsidiaries shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply complied with the provisions of this covenant with respect to the application of such deemed sale as if it were Net Available Proceeds, and any such Net Available Proceeds remaining after completion of such Asset Sale Offer may be used by the Company and its Subsidiaries for any purpose not prohibited by the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphsSale Offer, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration use those Excess Proceeds for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any consideration that does purpose not constitute Replacement Assets that is received prohibited by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted under this paragraph shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the TrusteeIndenture. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in a Net Proceeds into such Asset Sale Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds OfferExcess Proceeds, the Company trustee shall select the Notes and such other Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may based on the aggregate principal amount of the Notes and the other Pari Passu Indebtedness to be deemed appropriate by the Company so that only Notes in denominations purchased validly tendered and not withdrawn. Upon completion of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including each Asset Sale Offer, the amount of accrued interest) and the Net Excess 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 reset at least five Business Days after the Trustee receives notice thereof from the Company);zero. (3d) 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 repurchased under this Section 4.10 shall be required to surrender the Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, to the Paying Agent Company at the address specified in the notice at least three Business Days prior to the close of business on the third Business Day prior to the Net Proceeds Offer Payment Date; (6) that purchase date. Holders will shall be entitled to withdraw their election if the Paying Agent receives, Trustee or the Company receives not later than the second one Business Day prior to the Net Proceeds Offer Payment Datepurchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased; and. (7e) that Holders whose On the purchase date, all Notes are purchased only in part will by the Company under this Section 4.10 shall be issued new Notes in a principal amount equal delivered by the Company to the unpurchased portion of the Note surrendered; providedTrustee for cancellation, however, that each new Note issued shall be and in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Dateaccordance with Section 4.10(c), the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal entitled thereto. (f) The Company shall comply, to the purchase price plus accrued and unpaid interestextent applicable, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and or regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to as a Net Proceeds result of an Asset Sale Offer. To the extent that the provisions of any securities laws and or regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offerand 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 relating to such Net Proceeds Offer under this Indenture and this Section 4.10 by virtue thereofof its compliance with such securities laws or regulations.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale unless (i) the Company or such Subsidiary, as the applicable Restricted Subsidiary case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (determined by the Board of Directors in good faith, which determination shall be evidenced by a board resolution) of the assets or other property sold or otherwise disposed of as determined in good faith by the Company’s Board of Managers; Asset Sale, and (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the such consideration received by the Company or the applicable Restricted Subsidiary from such Asset Sale shall be is in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the ; provided that for purposes of paragraph (a) above, this covenant "cash" shall include the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Restricted Subsidiary, (other than liabilities that are by their terms subordinated to the Notes, Notes or any Subsidiary Guarantee) of the Company or such Subsidiary (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets will be deemed to be cash for purposes or other property in such Asset Sale (and excluding any liabilities that are incurred in connection with or in anticipation of such provisionAsset Sale), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities. (cb) Upon the consummation of an Within 270 days after any Asset Sale, the Company may apply, elect to apply or cause to be applied the Net Proceeds from such applicable Restricted Subsidiary Asset Sale to apply(a) repay amounts outstanding under the Credit Facility, and permanently reduce the commitments or amounts available to be borrowed thereunder by the same amount, (b) repay amounts outstanding under Other Senior Debt that is secured by the asset being sold, to the extent repayment is required by the terms of the agreement governing the same, (c) use no more than the Other Senior Debt Pro Rata Share of such Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceeds: (i) to prepay any repay amounts outstanding under Other Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or and/or (iid) to make an investment in in, or expenditures for properties and acquire assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale directly or in properties and assets (including Capital Stock of any entity) that will be used in reasonably related to, the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of Date. Pending the capital stock or assets final application of any Person or division conducting a business reasonably related to that of such Net Proceeds, the Company may temporarily reduce amounts outstanding under the Credit Facility or its Subsidiariestemporarily invest such Net Proceeds in any manner permitted by the Indenture. On the 416th day after Any Net Proceeds from an Asset Sale not applied or any earlier date, if any, on which invested as provided in the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions first sentence of this clause paragraph within 270 days of such Asset Sale will be deemed to constitute "Excess Proceeds" on the 271st day after such Asset Sale. (c) Not later than 10 Business Days after any date (each, a “Net Proceeds an "Asset Sale Offer Trigger Date”), such ") that the aggregate amount of Net Cash Excess Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently appliedexceeds $10,000,000, the Net Proceeds Offer Trigger Date related thereto Company shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make commence an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net out of all such Excess Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make (an "Asset Sale Offer") at a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be cash equal to 100% of the principal value of the Notes to be purchasedamount thereof, plus any accrued and unpaid interest to the date of purchasepurchase (the "Asset Sale Offer Purchase Date"). The following events will be deemed offer to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if the 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 $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer purchase shall remain open for a period minimum of 20 Business Days business days or such longer periods period as may be is required by law;. To the extent that any Excess Proceeds remain after completion of an Asset Sale Offer, the Company may use the 50 -43- remaining amount for general corporate purposes and such amount shall no longer constitute "Excess Proceeds." (2d) Within 10 days following any Asset Sale Offer Trigger Date, the Company shall mail to each holder of Notes at such holder's registered address a notice stating: (i) that an Asset Sale Offer Trigger Date has occurred and that the Company is offering to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the Asset Sale Offer Purchase Date, which shall be a Business Day, specified in such notice, that is not earlier than 30 days or later than 60 days from the date such notice is mailed, (including ii) the amount of accrued interest) and unpaid interest as of the Net Proceeds Asset Sale Offer Payment Date Purchase 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); (3iii) that any Note not tendered will continue to accrue interest; , (4iv) that, unless the Company defaults in making the payment thereforof the purchase price for the Notes payable pursuant to the Asset Sale Offer, any Note Notes accepted for payment pursuant to the Net Proceeds Asset Sale Offer shall cease to accrue interest after the Net Proceeds Asset Sale Offer Payment Purchase Date; , (5v) that Holders electing to have a tender any Note purchased pursuant to a Net Proceeds Offer or portion thereof will be required to surrender the their Note, with the a 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 preceding the Asset Sale Offer Purchase Date; provided that Holders electing to the Net Proceeds Offer Payment Date; tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (6vi) that Holders will be entitled to withdraw their election to tender Notes if the Paying Agent receives, not later than the second close of business on the third Business Day prior to preceding the Net Proceeds Asset Sale Offer Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have such Note Notes purchased; and and (7vii) that that, subject to Section 2.15, Holders whose Notes are purchased only accepted for payment in part will be issued new Notes equal in a principal amount equal to the unpurchased portion of the Note Notes surrendered; provided, however, provided that each new Note issued shall be only Notes in an original a principal amount of $2,000 1,000 or integral multiples thereof will be accepted for payment in part. (e) The Company shall furnish to the Trustee, at least seven Business Days before notice of $1,000 the corresponding Asset Sale Offer is to be mailed to Holders, an Officers' Certificate setting forth that the Asset Sale Offer is being made pursuant to Section 4.13, the Asset Sale Offer Purchase Date, the maximum principal amount of Notes the Company is offering to purchase pursuant to such Asset Sale Offer, the purchase price for such Notes, the amount of accrued and unpaid interest on such Notes as of the Asset Sale Offer Purchase Date and, the manner in excess thereof. which Notes are to be selected for purchase, in accordance with Section 4.13(f), in the event less than all Notes tendered are to be purchased. (f) On or before the Net Proceeds Asset Sale Offer Payment Purchase Date, the Company shall will (i) accept for payment the maximum principal amount of Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Asset Sale Offer that can be purchased out of Excess Proceeds Offerfrom such Asset Sale, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay Agent the aggregate purchase price plus of all Notes or portions thereof accepted for payment and any accrued and unpaid interestinterest on such Notes as of the Asset Sale Offer Purchase Date, if any, of all Notes to be purchased and (iii) deliver or cause to be delivered to the Trustee all Notes so accepted together tendered pursuant to the Asset Sale Offer. If less than all Notes tendered pursuant to the Asset Sale Offer are to be purchased by the Company for any reason consistent with this Indenture, the Trustee, on behalf of the Company, shall select the outstanding Notes to be purchased by the Company in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on such an Officers’ Certificate stating exchange, the Trustee on behalf of the Company, shall select the outstanding Notes to be purchased, on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate; provided that Notes purchased in part shall only be purchased in integral multiples of $1,000. The Company shall notify the Trustee of its acceptance for payment of Notes selected for purchase. The Paying Agent shall promptly mail to each holder of Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted for payment in an amount equal to the purchase price for such Notes plus any accrued and unpaid interestinterest thereon, if any, out of and the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders Holder of Notes accepted for payment in part a new Notes Note equal in principal amount to any unpurchased portion of the Notes, and any Note not accepted for payment in whole or in part shall be promptly returned to the Holder of such Note. On and after an Asset Sale Offer Purchase Date, interest will cease to accrue on the Notes surrendered. Upon or portions thereof accepted for payment, unless the Company defaults in the payment of the purchase price for therefor. The Company will announce the Notes accepted for purchase, results of the Trustee shall cancel such Notes pursuant Asset Sale Offer to Section 2.11 of this Indenture. Any monies remaining Holders on or as soon as practicable after the purchase of Notes pursuant to a Net Proceeds Asset Sale Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. Purchase Date. (g) The Company will comply with the applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act Act, and any all other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereofin connection with any Asset Sale Offer.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless (ia) the Company or the applicable Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of as determined in good faith by the Company’s Board of Managers; and ; (iib) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary from such Asset Sale shall be in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) . For the purposes of paragraph (a) abovethis provision, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of such this provision. ; and (ciii) Upon upon the consummation of an Asset Sale, the Company may shall apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceeds:; (c) additionally, the Company may apply the Net Cash Proceeds either (i) to prepay any Senior Debt, Guarantor Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or and/or (ii) to prepay any Pari Passu Indebtedness of the Company, and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; and/or to (iii) make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or and/or (iiiiv) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value of the Notes to be purchased, plus any accrued and unpaid interest to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15.; and (d) Notwithstanding notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided that no Euro Notes of €50,000 or less may remain outstanding thereafter; 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 $2,000 1,000 or integral €1,000, as applicable, or multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes of the appropriate series in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 1,000 or integral multiples €1,000, as applicable; provided, further, however, that no Euro Note of $1,000 in excess thereof€50,000 or less may remain outstanding thereafter. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof and €1,000; provided, that no Euro Note of €50,000 or less may remain outstanding thereafter) validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender (in the case of Dollar Notes) and/or euros (in the case of Euro Notes) sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereof.this

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless (i) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale sale or other disposition at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of as determined in by the good faith by judgment of the Company’s Board of Managers; Directors evidenced by a Board Resolution and (ii) at least 7580% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company for such sale or the applicable Restricted Subsidiary from such Asset Sale shall be in the form other disposition consists of cash or Cash Equivalentscash equivalents or the assumption of unsubordinated Indebtedness. The Company shall, and is received at or shall cause the time relevant Restricted Subsidiary to, within 270 days after the date of receipt of the Asset Sale (which shall be deemed to include other consideration converted to cash or Net Cash Equivalents within 90 days of such Proceeds from an Asset Sale). , (bi) For the purposes of paragraph (aA) above, the apply an amount of any liabilities shown on the most recent applicable balance sheet equal to such Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or the applicable Indebtedness of any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of such provision. (c) Upon the consummation of an Asset Sale, the Company may apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceeds: (i) to prepay any Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the each case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or (ii) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value of the Notes to be purchased, plus any accrued and unpaid interest to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the 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 owing to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any consideration that does not constitute Replacement Assets that is received by other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A), in connection with any Asset Sale permitted under this paragraph property or assets of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall constitute be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the 270-day period referred to above) such excess Net Cash Proceeds and will be subject (to the provisions described extent not applied pursuant to clause (i)) as provided in the following paragraphs of this Section 1017. The amount of such Net Cash Proceeds required to be applied (or to be committed to be applied) during such 270-day period referred to above in the preceding paragraphs. (e) Each notice sentence and not applied as so required by the end of a Net such period shall constitute "Excess Proceeds". --------------- If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer pursuant to this Section 4.15 shall be mailed(as defined below) totals at least $10 million, by first-class mail, by the Company must, not later than the 30th Business Day thereafter, make an offer (an "Excess Proceeds Offer") to purchase --------------------- from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at their last registered address not more than 30 days following a purchase price equal to 100% of the Net principal amount of the Notes, plus, in each case, accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase (the "Excess ------ Proceeds Payment"). ---------------- The Company shall commence an Excess Proceeds Offer Trigger Date, with by mailing a copy notice to the Trustee. The notice shall contain all instructions Trustee and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: each Holder stating: (1i) that the Net Excess Proceeds Offer is being made pursuant to this Section 4.15 of this Indenture, 1017 and that all Notes validly 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 payment on a pro rata basis basis; (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000 or integral multiples of $1,000 in excess 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; (2ii) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date date of purchase (which shall be not less a Business Day no earlier than 30 days nor more later than 45 60 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 Companydate such notice is mailed) (the "Excess ------ Proceeds Payment Date"); ; (3iii) that any Note not tendered will continue to --------------------- accrue interest; interest pursuant to its terms; (4iv) that, unless the Company defaults in making the payment thereforof the Excess Proceeds Payment, any Note accepted for payment pursuant to the Net Excess Proceeds Offer shall cease to accrue interest and Liquidated Damages, if any, on and after the Net Excess Proceeds Offer Payment Date; ; (5v) that Holders electing to have a Note purchased pursuant to a Net the Excess Proceeds Offer will be required to surrender the Note, together with the form entitled “"Option of the Holder to Elect Purchase” " on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to immediately preceding the Net Excess Proceeds Offer Payment Date; ; (6vi) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the second close of business on the third Business Day prior to immediately preceding the Net Excess Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the such 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 Notes purchased; and and (7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in a principal amount equal to the unpurchased portion of the Note Notes surrendered; provided, however, provided that each Note purchased and each new Note issued shall be in an original a principal amount of $2,000 1,000 or integral multiples of $1,000 in excess thereof. On or before the Net Excess Proceeds Offer Payment Date, the Company shall (i) accept for payment on a pro rata basis Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Excess Proceeds Offer, ; (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender Agent money sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased or portions thereof so accepted; and (iii) deliver deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers’ Officer's Certificate stating specifying the Notes or portions thereof being purchased accepted for payment by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the The Paying Agent shall promptly pay mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued price, and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall upon Company Order promptly authenticate and mail to such Holders a new Notes Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. To the extent that the aggregate principal amount of Notes surrenderedtendered is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. Upon The Company shall publicly announce the payment results of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining Excess Proceeds Offer as soon as practicable after the purchase of Notes pursuant to a Net Excess 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 SevenPayment Date. For purposes of this Section 4.151017, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zeroAgent. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable applicable, in connection the event that such Excess Proceeds are received by the Company under this Section 1017 and the Company is required to repurchase Notes as described above. SECTION 1018. Limitation on Issuances of Guarantees of Indebtedness ----------------------------------------------------- by Restricted Subsidiaries. -------------------------- The Company shall not permit any Restricted Subsidiary, directly or indirectly, to Guarantee, assume or in any other manner become liable with respect to any Indebtedness of the repurchase Company, other than Indebtedness under Credit Facilities incurred under clause (iii) of Notes pursuant paragraph (b) in Section 1011, unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating providing for a Guarantee of the Notes on terms substantially similar to a Net Proceeds Offerthe Guarantee of such Indebtedness, except that if such Indebtedness is by its express terms subordinated in right of payment to the Company Notes, any such assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall comply be subordinated in right of payment to such Restricted Subsidiary's assumption, Guarantee or other liability with respect to the applicable securities laws Notes substantially to the same extent as such Indebtedness is subordinated to the Notes and regulations (ii) such Restricted Subsidiary waives, and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee. Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary may provide by its terms that it will be deemed automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to have breached its obligations relating to any Person not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all of the assets of, such Net Proceeds Offer Restricted Subsidiary (which sale, exchange or transfer is not prohibited by virtue thereofthis Indenture) or (ii) the release or discharge of the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s 's Board of Managers; and Directors); (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or such Restricted Subsidiary, as the applicable Restricted Subsidiary case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents, Equivalents and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the purposes of paragraph (a) above, disposition; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent applicable balance sheet), of the Company or any Restricted Subsidiary (other than (I) contingent liabilities (except to the extent reflected (or reserved for) on a balance sheet of the Company or any Restricted Subsidiary as of the applicable Restricted Subsidiary, other than date prior to the date of consummation of such transaction) and (II) liabilities that are by their terms subordinated to the Notes, Notes or the Note Guarantees) that are assumed by the transferee of any such assets will and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 90 days by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so received), shall be deemed to be cash or Cash Equivalents for purposes of such this provision., provided further, that the 75% limitation referred to above shall not apply to any Asset Sale in which the cash portion of the consideration received therefor is equal to or greater than the after-tax net cash proceeds that would have been received by the Company had a transaction involving the same assets complied with the aforementioned 75% limitation but was not structured with the same tax benefits as the actual transaction; and (ciii) Upon upon the consummation of an Asset Sale, the Company may shall apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 365 days of having received the Net Cash Proceeds: receipt thereof either (iA) to prepay or irrevocably cash collateralize any Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Senior Indebtedness under any revolving credit facilityRevolving Credit Facility, effect a permanent reduction in the availability under such revolving credit facilityRevolving Credit Facility, and/or (iiB) to make an investment in in, or expenditures for Business Acquisition of, properties and assets (including Capital Stock of any entityother than cash, Cash Equivalents or inventory) that (x) replace the properties and assets that were the subject of the such Asset Sale or in properties and assets (including Capital Stock of any entityy) 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 a Permitted Business (“"Replacement Assets”) and/or (iii) make an acquisition of all of "); provided, ------------------ however, that in the capital stock or assets of any Person or division conducting a business reasonably related to that of event the Company or its Subsidiaries. such Restricted Subsidiary made an investment in, or Business Acquisition of, Replacement Assets within 180 days prior to such sale, such prior investment shall also satisfy the requirements of this clause (B), or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). (b) On the 416th 366th day after an Asset Sale or any such earlier date, if any, on which as the Board of Managers Directors of the Company or of the applicable Restricted such Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in accordance with the above provisions of this clause clauses (ca)(iii)(A), (iii)(B) and (iii)(C) (each, a “"Net --- Proceeds Offer Trigger Date”"), such aggregate amount of Net Cash Proceeds --------------------------- which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause in clauses (ca)(iii)(A), (iii)(B) and (iii)(C) (the “each a "Net Proceeds Offer Amount”") shall be applied by the Company or such Restricted ------------------------- Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “"Net Proceeds Offer”") on a ------------------ date (the “"Net Proceeds Offer Payment Date”") that is not less than 30 nor more than ------------------------------- 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal that amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation equal to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer at a price in any Net Proceeds Offer will be equal to 100% of the principal value amount of the Notes to be purchased, plus any accrued and unpaid interest thereon, if any, to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event ; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash or Cash Equivalents (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this 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). (c) In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes5.1, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.154.16, and shall comply with the provisions of this covenant Section 4.16 with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value 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 4.154.16. (d) Notwithstanding the immediately preceding paragraphsparagraphs (a) and (b), the Company and its Restricted Subsidiaries may shall be permitted to consummate an Asset Sale without complying with such paragraphs to the extent extent: (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets (including inventory) and the remainder constitutes cash or Cash Equivalents and (ii) such Asset Sale is for Fair Market Valuefair market value; provided, however, provided that any consideration that does not constitute constituting Replacement Assets that is (including inventory) 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 and will be subject to the provisions described in the preceding paragraphsof paragraph (b). (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by mailed to the Company to record Holders as shown on the register of Notes at their last registered address not more than 30 Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, 4.16 and that all Notes tendered will be accepted for payment; provided, however, that if the aggregate principal amount of Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds OfferOffer Amount, the Company shall select the Notes to be purchased on a pro rata basis (based on amounts tendered) (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000 1,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law); (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date purchase 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 20 Business Days after the Trustee receives notice thereof from the Companydate such notice is mailed, or such longer period as may be required by law) (the "Proceeds Purchase Date");; ---------------------- (3) that any Note not tendered will continue to accrue interestinterest if interest is then accruing; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment 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 5:00 p.m., New York City time, on the third Business Day prior to the Net Proceeds Offer Payment Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day prior to the Net Proceeds Offer Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder 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 were purchased only in part will be issued new Notes in a equal to principal amount equal to the unpurchased portion of the Note Notes surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. . (f) On or before the Net Proceeds Offer Payment Purchase Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds OfferOffer which are to be purchased in accordance with item (b) above, (ii) deposit with the Paying Agent, in accordance with Section 2.14, Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted for cancellation pursuant to Section 2.11, together with an Officers’ ' Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the The Paying Agent shall promptly pay mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if anyany and the Company shall execute and issue, out of and the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail or deliver to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon The Company shall publicly announce the payment results of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by on or as soon as practicable after the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article SevenProceeds Purchase Date. For purposes of this Section 4.154.16, the Trustee shall act as the Paying Agent for the Notes. Agent. (g) To the extent that the aggregate amount of Notes tendered pursuant to any a Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds OfferOffer Amount, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. for general corporate purposes. (h) The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws and or regulations conflict with the provisions of this Indenture relating to a Net Proceeds OfferSection 4.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer under Section 4.16 by virtue thereof.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless (i) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale sale or other disposition at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of as determined by the good-faith judgment of the Board of Directors evidenced by a Board Resolution and (ii) at least 85% of the consideration received for such sale or other disposition consists of cash or cash equivalents or the assumption of unsubordinated Indebtedness. The Company shall, or shall cause the relevant Restricted Subsidiary to, within 270 days after the date of receipt of the Net Cash Proceeds from an Asset Sale (A), (i) apply an amount equal to such Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or Indebtedness of any Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) in property or assets of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Company’s Board of Managers; Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) at least 75% apply (or, in no later than the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business end of the Company and its Subsidiaries, 65%270-day period referred to above) of the consideration received by the Company or the applicable Restricted Subsidiary from such Asset Sale shall be in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the purposes of paragraph (a) above, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of such provision. (c) Upon the consummation of an Asset Sale, the Company may apply, or cause such applicable Restricted Subsidiary to apply, the excess Net Cash Proceeds relating (to such Asset Sale within 415 days of having received the Net Cash Proceeds: extent not applied pursuant to clause (i)) to prepay any Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, as provided in the case following paragraphs of any this Section 1017. The amount of such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or (ii) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed required to be applied (or to be committed to be applied) during such 270-day period as set forth in clause (i) of the preceding sentence and to not applied as so required by the extent not subsequently appliedend of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the Net aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date(as defined below) totals at least $10.0 million, if any, on which the Board of Managers of the Company or must, not later than the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to thirtieth Business Day thereafter, make an offer (an "Excess Proceeds Offer") to purchase (or repay, prepay or redeem, as from the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum basis an aggregate principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer the Excess Proceeds on such date, at a purchase price in any Net Proceeds Offer will be equal to 100% of the principal value amount of the Notes to be purchasedNotes, plus any plus, in each case, accrued and unpaid interest to the date of purchasepurchase (the "Excess Proceeds Payment"). The following events will be deemed to constitute Company shall commence an Asset Sale and the Net Cash Excess Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received Offer by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the 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 mailing a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs notice to the extent Trustee and each holder stating: (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Excess Proceeds Offer is being made pursuant to this Section 4.15 of this Indenture, 1017 and that all Notes validly 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 payment on a pro rata basis basis; (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000 or integral multiples of $1,000 in excess 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; (2ii) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date date of purchase (which shall be not less a Business Day no earlier than 30 days nor more later than 45 60 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 Companydate such notice is mailed) (the "Excess Proceeds Payment Date"); ; (3iii) that any Note not tendered will continue to accrue interest; interest pursuant to its terms; (4iv) that, unless the Company defaults in making the payment thereforof the Excess Proceeds Payment, any Note accepted for payment pursuant to the Net Excess Proceeds Offer shall cease to accrue interest on and after the Net Excess Proceeds Offer Payment Date; ; (5v) that Holders holders electing to have a Note purchased pursuant to a Net the Excess Proceeds Offer will be required to surrender the Note, together with the form entitled “"Option of the Holder to Elect Purchase” " on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to immediately preceding the Net Excess Proceeds Offer Payment Date; ; (6vi) that Holders holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second close of business on the third Business Day prior to immediately preceding the Net Excess Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holdersuch holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder holder is withdrawing his election to have such Note Notes purchased; and and (7vii) that Holders holders whose Notes are being purchased only in part will be issued new Notes equal in a principal amount equal to the unpurchased portion of the Note Notes surrendered; provided, however, provided that each Note purchased -------- and each new Note issued shall be in an original a principal amount of $2,000 1,000 or integral multiples of $1,000 in excess thereof. On or before the Net Excess Proceeds Offer Payment Date, the Company shall (i) accept for payment on a pro rata basis Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Excess Proceeds Offer, ; (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender Agent money sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased or portions thereof so accepted; and (iii) deliver deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers’ ' Certificate stating specifying the Notes or portions thereof being purchased accepted for payment by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the The Paying Agent shall promptly pay mail to the Holders holders of Notes so accepted payment in an amount equal to the purchase price plus accrued price, and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall upon Company Order promptly authenticate and mail to such Holders holders a new Notes Note equal in principal amount to any unpurchased portion of the Notes Note surrendered; provided that each Note -------- purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. Upon The Company will publicly announce the payment results of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining Excess Proceeds Offer as soon as practicable after the purchase of Notes pursuant to a Net Excess 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 SevenPayment Date. For purposes of this Section 4.151017, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zeroAgent. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable applicable, in connection the event that such Excess Proceeds are received by the Company under this Section 1017 and the Company is required to repurchase Notes as described above. SECTION 1018. Limitation on Issuances of Guarantees of Indebtedness ----------------------------------------------------- by Restricted Subsidiaries. -------------------------- The Company will not permit any Restricted Subsidiary, directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of the repurchase Company, other than Indebtedness under Credit Facilities incurred under clauses (i) and (ix) in paragraph (b) of Section 1011, unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee of the Notes pursuant on terms substantially similar to the guarantee of such Indebtedness, except that if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's assumption, Guarantee of other liability with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes and (ii) such Restricted Subsidiary waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a Net Proceeds Offer. To the extent the provisions result of any securities laws payment by such Restricted Subsidiary under its Guarantee. Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary may provide by its terms that it will be automatically and regulations conflict with unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the provisions Company, of this Indenture relating to all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the Indenture) or (ii) the release or discharge of the guarantee which resulted in the creation of such Guarantee, except a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to discharge or release by or as a result of payment under such Net Proceeds Offer by virtue thereofguarantee.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless (i) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale sale or other disposition at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of as determined in by the good faith by judgment of the Company’s Board of Managers; Directors evidenced by a Board Resolution and (ii) at least 7580% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company for such sale or the applicable Restricted Subsidiary from such Asset Sale shall be in the form other disposition consists of cash or Cash Equivalentscash equivalents or the assumption of unsubordinated Indebtedness. The Company shall, and is received at or shall cause the time relevant Restricted Subsidiary to, within 270 days after the date of receipt of the Asset Sale (which shall be deemed to include other consideration converted to cash or Net Cash Equivalents within 90 days of such Proceeds from an Asset Sale). , (bi) For the purposes of paragraph (aA) above, the apply an amount of any liabilities shown on the most recent applicable balance sheet equal to such Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or the applicable Indebtedness of any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of such provision. (c) Upon the consummation of an Asset Sale, the Company may apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceeds: (i) to prepay any Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the each case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or (ii) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value of the Notes to be purchased, plus any accrued and unpaid interest to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the 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 owing to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any consideration that does not constitute Replacement Assets that is received by other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A), in connection with any Asset Sale permitted under this paragraph property or assets of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall constitute be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the 270-day period referred to above) such excess Net Cash Proceeds and will be subject (to the provisions described extent not applied pursuant to clause (i)) as provided in the following paragraphs of this Section 1017. The amount of such Net Cash Proceeds required to be applied (or to be committed to be applied) during such 270-day period referred to above in the preceding paragraphs. (e) Each notice sentence and not applied as so required by the end of a Net such period shall constitute "Excess Proceeds". If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer pursuant to this Section 4.15 shall be mailed(as defined below) totals at least $10 million, by first-class mail, by the Company must, not later than the 30th Business Day thereafter, make an offer (an "Excess Proceeds Offer") to purchase from the Holders on a pro rata basis an aggregate 81 75 principal amount of Notes equal to the Excess Proceeds on such date, at their last registered address not more than 30 days following a purchase price equal to 100% of the Net principal amount of the Notes, plus, in each case, accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase (the "Excess Proceeds Payment"). The Company shall commence an Excess Proceeds Offer Trigger Date, with by mailing a copy notice to the Trustee. The notice shall contain all instructions Trustee and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: each Holder stating: (1i) that the Net Excess Proceeds Offer is being made pursuant to this Section 4.15 of this Indenture, 1017 and that all Notes validly 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 payment on a pro rata basis basis; (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000 or integral multiples of $1,000 in excess 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; (2ii) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date date of purchase (which shall be not less a Business Day no earlier than 30 days nor more later than 45 60 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 Companydate such notice is mailed) (the "Excess Proceeds Payment Date"); ; (3iii) that any Note not tendered will continue to accrue interest; interest pursuant to its terms; (4iv) that, unless the Company defaults in making the payment thereforof the Excess Proceeds Payment, any Note accepted for payment pursuant to the Net Excess Proceeds Offer shall cease to accrue interest and Liquidated Damages, if any, on and after the Net Excess Proceeds Offer Payment Date; ; (5v) that Holders electing to have a Note purchased pursuant to a Net the Excess Proceeds Offer will be required to surrender the Note, together with the form entitled “"Option of the Holder to Elect Purchase” " on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to immediately preceding the Net Excess Proceeds Offer Payment Date; ; (6vi) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the second close of business on the third Business Day prior to immediately preceding the Net Excess Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the such 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 Notes purchased; and and (7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in a principal amount equal to the unpurchased portion of the Note Notes surrendered; provided, however, provided that each Note purchased and each new Note issued shall be in an original a principal amount of $2,000 1,000 or integral multiples of $1,000 in excess thereof. On or before the Net Excess Proceeds Offer Payment Date, the Company shall (i) accept for payment on a pro rata basis Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Excess Proceeds Offer, ; (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender Agent money sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased or portions thereof so accepted; and (iii) deliver deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers’ Officer's Certificate stating specifying the Notes or portions thereof being purchased accepted for payment by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the The Paying Agent shall promptly pay mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued price, and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall upon Company Order promptly authenticate and mail to such Holders a new Notes Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. To the extent that the aggregate principal amount of Notes surrenderedtendered is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. Upon The Company shall publicly announce the payment results of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining Excess Proceeds Offer as soon as practicable after the purchase of Notes pursuant to a Net Excess 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 SevenPayment Date. For purposes of this Section 4.151017, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zeroAgent. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable 82 76 applicable, in connection with the repurchase of Notes pursuant to a Net event that such Excess Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, are received by the Company shall comply with under this Section 1017 and the applicable securities laws and regulations and shall not be deemed Company is required to have breached its obligations relating to such Net Proceeds Offer by virtue thereofrepurchase Notes as described above.

Limitation on Asset Sales. (a) The Company will shall ------------------------- not, and will shall not permit any of its Restricted Subsidiaries to, consummate directly or indirectly, engage in an Asset Sale unless (except an Exempt Asset Sale) unless: (i) the Company (or the applicable Restricted Subsidiary such Subsidiary) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of, and in the case of a lease of assets, a lease providing for rent and other conditions which are no less favorable to the Company (or such Subsidiary) in any material respect than the then prevailing market conditions (as determined in each case by the Board, whose determination shall be conclusive if made in good faith and evidenced by a Board Resolution set forth in an Officers' Certificate delivered to the Company’s Board of ManagersTrustee); and and (ii) at least 7585% (or, 100% in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%lease payments) of the consideration therefor received by the Company or the applicable Restricted such Subsidiary from such Asset Sale shall be is in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the purposes of paragraph (a) above, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of such provision. (c) Upon the consummation of an Asset Sale, the The Company may apply, or cause such applicable Restricted Subsidiary and may permit its Subsidiaries to apply, the Net Cash Proceeds relating to such of an Asset Sale (other than an Exempt Asset Sale), at its option, in each case within 415 180 days after the consummation of having received the Net Cash Proceedssuch an Asset Sale: (i) to prepay any permanently reduce Senior Debt of Indebtedness (and to permanently reduce the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor andcommitments, in the case of any such Indebtedness under any revolving credit facilityif any, effect a permanent reduction in the availability under such revolving credit facility, and/orwith respect thereto); (ii) to make an investment in acquire Eligible Assets or to reimburse the Company or its Subsidiaries for expenditures for properties and assets (including Capital Stock previously made to acquire Eligible Assets, provided that any such expenditures were made not more than 180 -------- days prior to the consummation of any entity) that replace the properties and assets that were the subject of the such Asset Sale or and were made in properties contemplation of such Asset Sale and for the purpose of replacing the assets (including Capital Stock to be disposed of any entity) 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”) and/orsuch Asset Sale; or (iii) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of reimburse the Company or its SubsidiariesSubsidiaries 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. On Pending the 416th day final application of any such Net Proceeds, the Company may invest such Net Proceeds temporarily in Cash Equivalents or apply such Net Proceeds to reduce amounts outstanding under the Credit Agreement. (c) Any Net Proceeds from Asset Sales (other than Exempt Asset Sales) that are not applied as provided in paragraph (b) of this Section 4.08 within 180 days after the consummation of such an Asset Sale or any earlier date, if any, on which will be deemed to constitute "Excess Proceeds." (d) When the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Excess Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently appliedexceeds $5.0 million, the Net Proceeds Offer Trigger Date related thereto shall Company will be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary required to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that (an offer "Asset Sale Offer"), to purchase such other Indebtedness be made with the proceeds of the Asset Salepurchase, on a pro rata basis, the maximum principal amount of Notes equal in amount to the Excess Proceeds (and other Indebtedness not just the amount thereof that may be purchased with exceeds $5.0 million) (the Net Proceeds "Asset Sale Offer Amount. Notwithstanding the foregoing"), the obligation to make at a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer purchase price in any Net Proceeds Offer will be cash in an amount equal to 100% of the principal value of the Notes to be purchased, amount thereof plus any accrued and unpaid interest and Additional Interest thereon to the date of purchase. The following events will be deemed purchase (subject to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied right of each Holder of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15Indenture, and shall comply in accordance with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15.following standards: (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if If the aggregate principal amount of Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such offer surrendered by Holders thereof exceeds the aggregate amount of the Net Proceeds OfferExcess Proceeds, the Company Trustee shall select the Notes to be purchased on a pro rata basis (basis, based on the principal amount of -------- Notes tendered, with such adjustments as may be deemed appropriate by the Company Trustee, so that only Notes in denominations of $2,000 1,000 or integral multiples of $1,000 in excess thereof shall be purchased. (ii) If the aggregate principal amount of Notes tendered pursuant to such Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds following the completion of the Asset Sale Offer for general corporate purposes (subject to the other provisions of this Indenture). Upon completion of an Asset Sale Offer, the amount of Excess Proceeds then required to be otherwise applied in accordance with this covenant shall be reset to zero, subject to any subsequent Asset Sale. (e) Within 30 calendar days after the date the amount of Excess Proceeds exceeds $5.0 million, 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 Notes that are timely tendered will be accepted for payment, subject to proration if the Net amount of Excess Proceeds Offer shall remain open for a period is less than the aggregate principal amount of 20 Business Days or such longer periods as may be required by lawall Notes timely tendered pursuant to the Asset Sale Offer; (2ii) the purchase price (including Asset Sale Offer Amount, the amount of accrued interest) Excess Proceeds that are available to be applied to purchase tendered Notes, and the Net Proceeds date Notes are to be purchased pursuant to the Asset Sale Offer Payment Date (the "Asset Sale Purchase Date"), which date shall be not less a Business Day no earlier than 30 calendar days nor more later than 45 60 calendar days following subsequent to the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives date such notice thereof from the Company)is mailed; (3iii) that any Note Notes or portions thereof not tendered or accepted for payment will continue to accrue interest; (4iv) that, unless the Company defaults in making the payment thereforof the Asset Sale Offer Amount with respect thereto, any Note all Notes or portions thereof accepted for payment pursuant to the Net Proceeds Asset Sale Offer shall cease to accrue interest from and after the Net Proceeds Offer Payment Asset Sale Purchase Date; (5v) that Holders any Holder electing to have a Note any Notes or portions thereof purchased pursuant to a Net Proceeds the Asset Sale Offer will be required to surrender the Notesuch Notes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note such Notes 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 preceding the Net Proceeds Offer Payment Asset Sale Purchase Date; (6vi) that Holders will any Holder shall be entitled to withdraw their such election if the Paying Agent receives, not later than the close of business on the second Business Day prior to preceding the Net Proceeds Offer Payment Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter letter, setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase purchase, and a statement that such Holder is withdrawing his such Holder's election to have such Note purchased; andNotes or portions thereof purchased pursuant to the Asset Sale Offer; (7vii) that Holders any Holder electing to have 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 Notes have been issued hereunder, that any Holder of Certificated Notes whose Certificated Notes are being purchased only in part will be issued new Certificated Notes equal in a principal amount to the unpurchased portion of the Certificated Note or 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 Note that is being purchased in part, such Global Note with a notation on Schedule A thereof adjusting the principal amount thereof to be equal to the unpurchased portion of the Note surrenderedsuch Global Note; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Date, the Company shall and (ix) accept for payment any other information necessary to enable any Holder to tender Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered and to have such Notes purchased pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereof4.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s 's Board of Managers; and Directors); (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents, Equivalents and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale).disposition; and (biii) For the purposes of paragraph (a) above, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of such provision. (c) Upon upon the consummation of an Asset Sale, the Company may shall apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 360 days of having received the Net Cash Proceeds: receipt thereof either (iA) to prepay any Senior Debt of the Company Indebtedness or a Guarantor or any Senior Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Senior Indebtedness or Guarantor Senior Indebtedness under any revolving credit facility, effect a permanent reduction in the availability commitment available under such revolving credit facility, and/or (iiB) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the such Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds as determined in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value of the Notes to be purchased, plus any accrued and unpaid interest to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if the 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 $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased good faith by the Company. Upon receipt by the Paying Agent 's Board of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereof.Directors)

Limitation on Asset Sales. (a) The Company Lessee will not, and will not ---------------------------- permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company Lessee or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Lessee's Board of Managers; Directors) and (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company Lessee or the applicable Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale ; provided that (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (bA) For the purposes of paragraph (a) above, the amount of any liabilities shown on the most recent applicable balance sheet of the Company Lessee or the applicable any such Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to Lessee's rental payment obligations under the Notes, Lease Agreement) that are assumed by the transferee of any such assets will and (B) the fair market value of any marketable securities received by Lessee or any such Restricted Subsidiary in exchange for any such assets that are promptly converted into cash shall be deemed to be cash for purposes of such this provision. (c) Upon ; and provided, further, that in no event shall the consummation aggregate fair market value at the time of receipt of consideration received by Lessee in a form other than cash or Cash Equivalents exceed 15% of Lessee's Consolidated Total Assets. In the event of an Asset Sale, the Company may Lessee shall apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 720 days of having received the Net Cash Proceeds: receipt thereof either (iA) to repay or prepay any Senior Debt of indebtedness under the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor andCredit Agreement, in the case of any such Indebtedness under any revolving credit facility, and effect a permanent reduction in the availability under such revolving credit facilitythereof, and/or (iiB) to make an investment in or expenditures for either (x) properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the such Asset Sale or in (y) properties and or assets (including Capital Stock of any entity) that will be used in the business of the Company Lessee and its Restricted Subsidiaries as existing on the Issue Date or in businesses similar or reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of or in the capital stock of any entity a majority of whose assets consists of the properties or assets described under (x) or (y) ("Replacement Assets"), or (C) to a combination of any Person or division conducting a business reasonably related to that of prepayment and investment permitted by the Company or its Subsidiariesimmediately foregoing clauses (A) and (B). On After the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied as permitted in the immediately foregoing clauses (A), (B) and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers (C) of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause next preceding sentence (c) (the “a "Net Proceeds Offer Amount”") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) exceeds $15,000,000 (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable "Net Proceeds Offer Trigger Date"), from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that Lessee shall make an offer to apply such Net Cash Proceeds to purchase such other Indebtedness be made with Equipment from Lessor at the proceeds Acquisition Cost thereof; provided, Lessee shall have the option of the Asset Sale, on applying a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount portion of the Net Proceeds Offer Amount is equal to or exceeds $75 millionthe repurchase of any Indebtedness not subordinated to its rental payment obligations under the Lease Agreement, pro rata based on the amount of Tranche A Notes, the Tranche B Loans and the Equity Contributions outstanding on the one hand, and the amount of such other Indebtedness outstanding on the other hand. The offer purchase price in any Net Proceeds Offer for such other Indebtedness will be equal to not exceed 100% of the principal value of the Notes to be purchasedamount thereof, plus any accrued and unpaid interest thereon. If Lessee elects to so repay such other Indebtedness, the date amount of purchase. The following events Equipment purchased by it will be deemed to constitute an Asset Sale and reduced by the Net Cash Proceeds for amount of such Asset Sale must be applied in accordance with this Section 4.15: in the event other Indebtedness so repurchased. If at any time any non-cash consideration received by the Company Lessee or any Restricted Subsidiary of Lessee, as the Company 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 in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation disposition shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were constitute an Asset Sale. In addition, Sale and 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 thereof shall be applied in accordance with this covenant. To the extent that the aggregate principal amount of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphsTranche A Notes, the Company Tranche B Loans and the Equity Contributions repurchased is less than the Net Proceeds Offer Amount, Lessee and its Restricted Subsidiaries may use such deficiency for general corporate purposes. Upon completion of such Net Proceeds Offer, the Net Proceeds Offer Amount will be reset to zero. Notwithstanding the two (2) immediately preceding paragraphs, Lessee and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such the foregoing paragraphs to the extent (i) at least 7580% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Valuefair market value; provided, however, provided that any consideration that does not constitute constituting Replacement Assets that is received by the Company Lessee or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds and will be subject to the provisions described in of the preceding paragraphs. paragraph. If at any time any non-cash consideration received by Lessee or any Restricted Subsidiary of Lessee, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (e) Each notice of a Net Proceeds Offer pursuant other than interest received with respect to this Section 4.15 any such non-cash consideration), then such conversion or disposition shall be mailed, by first-class mail, by the Company deemed to Holders of Notes at their last registered address not more than 30 days following constitute an Asset Sale and the Net Cash Proceeds Offer Trigger Date, thereof shall be applied in accordance with a copy to this covenant. 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) extent that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, that all Notes tendered will be accepted for payment; provided, however, that if the 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 OfferTranche A Notes, 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 $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly pay to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash net Proceeds subject Offer Amount allocable to such Net Proceeds Offerthe Tranche A Notes, the Company Lessee and its Restricted Subsidiaries may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes deficiency for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereofpurposes.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (ia) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of Managers; and Directors of the Company), (iib) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents, Equivalents and is received at the time of such disposition; provided, however, that this condition shall not apply to a transaction whereby the Company or any Restricted Subsidiary effects an Asset Sale (which shall be deemed by the exchange of assets or property for Productive Assets or to include the sale or other consideration converted to cash disposition of all or Cash Equivalents within 90 days any portion of such Asset Sale). (b) For the purposes of paragraph (a) aboveCompany's East Mill assets located in Antioch, California, provided, further, that the amount of (A) any liabilities shown on the most recent applicable balance sheet of the Company or the applicable any Restricted Subsidiary, 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 will shall be deemed to be cash for purposes of this provision and (B) any notes or other obligations received by the Company or 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 purposes of this provision. , and (c) Upon the consummation of an Asset Sale, the Company may shall (i) apply, or cause such applicable Restricted Subsidiary to apply, the such Net Cash Proceeds relating to of such Asset Sale within 415 270 days of having received the Net Cash Proceeds: consummation of such Asset Sale (iA) to prepay any Senior Debt indebtedness ranking pari passu with the Notes, senior indebtedness of the Company or a Subsidiary Guarantor or any Indebtedness debt of a Restricted Subsidiary that is not a Subsidiary Guarantor andor, in the case of any such Indebtedness debt under any a revolving credit facility, effect a permanent reduction in the committed availability under any such revolving credit facility, and/or facility or (iiB) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and, to the extent required by the documentation governing such indebtedness and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased indebtedness ranking pari passu with the Net Proceeds Offer Amount. Notwithstanding the foregoingNotes, the obligation to make at a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value amount of the Notes to be purchased, plus any accrued and unpaid interest thereon to the date of purchase. The following events will purchase pursuant to an offer to purchase made by the Company as set forth below (a "Net Proceeds Offer"), or (ii)(A) commit, or cause such Restricted Subsidiary to commit (such commitments to include amounts anticipated to be deemed expended pursuant to constitute the Company's capital investment plan (x) as adopted by the Board of Directors of the Company and (y) evidenced by the filing of an Asset Sale and Officers' Certificate with the Trustee stating that the total amount of the Net Cash Proceeds for of such Asset Sale is less than the aggregate amount contemplated to be expended pursuant to such capital investment plan within 24 months of the consummation of such Asset Sale) within 270 days of the consummation of such Asset Sale, to apply the Net Cash Proceeds of such Asset Sale to reinvest in Productive Assets and (B) apply, or cause such Restricted Subsidiary to apply, pursuant to such commitment (which includes amounts actually expended under the capital investment plan authorized by the Board of Directors of the Company), such Net Cash Proceeds of such Asset Sale within 24 months of the consummation of such Asset Sale; provided that if any commitment under this clause (ii) is terminated or rescinded after the 225th day after the consummation of such Asset Sale, the Company or such Restricted Subsidiary, as the case may be, shall have 45 days after such termination or rescission to (1) apply such Net Cash Proceeds pursuant to clause (c)(i) above (a "Reapplication Determination") or (2) to commit, or cause such Restricted Subsidiary to commit, to apply the Net Cash Proceeds of such Asset Sale to reinvest in Productive Assets; provided that in any such case, such proceeds must be applied in accordance with this Section 4.15: in pursuant to clause (c)(i) or such commitment, as the event case may be, no later than 24 months after the consummation of such Asset Sale or (iii) any combination of the foregoing; provided, further, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company 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 cash, then such non-cash consideration), conversion or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation disposition shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were constitute an Asset Sale. In addition, Sale hereunder and the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. thereof shall be applied in accordance with clause (dc) Notwithstanding the immediately preceding paragraphsabove; and provided, further, that the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of defer making a Net Proceeds Offer pursuant until the aggregate Net Cash Proceeds from Asset Sales to this Section 4.15 shall be mailedapplied equals or exceeds $10 million. Pending the final application of any such Net Cash Proceeds the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, by first-class mail, by if any. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 270 days following the consummation of the Asset Sale that requires the Company to Holders of Notes at their last registered address not more than 30 days following the make a Net Proceeds Offer Trigger Date(or within 30 days after a Reapplication Determination, if applicable), with a copy to the Trustee, will specify the purchase date (which will be no earlier than 30 days nor later than 45 days from the date such notice is mailed) and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the aggregate amount of the Net Proceeds Offer, Notes of tendering Holders will be repurchased on a pro rata basis (based upon the principal amount tendered). To the extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds Offer is less than the aggregate amount of the Net Proceeds Offer, the Company may use such excess Net Proceeds Offer amount for general corporate purposes or for any other purpose not prohibited by this Indenture. Upon completion of any such Net Proceeds Offer, the amount of the Net Proceeds Offer shall be reset at zero. A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, 4.16 and that all Notes tendered will be accepted for payment; provided, however, that if the aggregate principal amount of Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds Offer, 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 $2,000 1,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law); (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date purchase date (which shall be not less no earlier than 30 days nor more later 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 Companydate such notice is mailed, other than as may be required by law) (the "Proceeds Purchase Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue or accrete interest after the Net Proceeds Offer Payment Purchase Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Net Proceeds Offer Payment Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second two Business Day Days prior to the Net Proceeds Offer Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder 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 Notes surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Purchase Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds OfferOffer which are to be purchased in accordance with item (1) above, (ii) deposit with the Paying Agent, in accordance with Section 2.14, Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ ' Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the The Paying Agent shall promptly pay 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 price. For purposes of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchasethis Section 4.16, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indentureact as the Paying Agent. Any monies amounts remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zeroCompany. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws and or regulations conflict with the provisions of this Indenture relating to a Net Proceeds OfferSection 4.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer under this Section 4.16 by virtue thereof.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s 's Board of Managers); and (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalentscash, and is received at the time of the Asset Sale (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). or Foreign Cash Equivalents (b) For the purposes of paragraph (a) above, provided that the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent applicable balance sheet sheet) of the Company or the applicable any such Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Notes, ) that are assumed by the transferee of any such assets will shall be deemed to be cash for purposes of this provision) and is received at the time of such provision. disposition; and (ciii) Upon upon the consummation of an Asset Sale, the Company may shall apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 365 days of having received the Net Cash Proceeds: receipt thereof either (iA) to prepay any Senior Debt, Guarantor Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or (iiB) to either (x) make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the such Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“"Replacement Assets”") and/or or (iiiy) make an the acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of -74- the Company or its Subsidiaries; PROVIDED that Net Cash Proceeds in excess of $30 million in the aggregate since June 30, 1999 from Asset Sales involving assets of the Company or a Guarantor (other than the Capital Stock of a Foreign Subsidiary) shall only be reinvested in (x) assets which will be owned by the Company or a Guarantor and not constituting an Investment or (y) the capital stock of a Person that becomes a Guarantor or (C) a combination of prepayment, repurchase and investment permitted by the foregoing clauses (iii) (A), (iii) (B) and (iii) (C). On the 416th 366th day after an Asset Sale or any such earlier date, if any, on which as the Board of Managers of the Company or of the applicable such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in accordance with clauses (iii) (A), (iii) (B) and (iii) (C) of the above provisions of this clause (c) next preceding sentence (each, a “"Net Proceeds Offer Trigger Date”"), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause in clauses (ciii) (A), (iii) (B) and (iii) (C) of the “next preceding sentence (each a "Net Proceeds Offer Amount”") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “"Net Proceeds Offer”") on a date (the “"Net Proceeds Offer Payment Date”") that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment PARI PASSU with the Notes and contains containing provisions requiring that an offer offers to purchase such other Indebtedness be made with the proceeds of the Asset Salesales of assets, on a pro rata PRO RATA basis, the maximum principal that amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation equal to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer at a price in any Net Proceeds Offer will be equal to 100% of the principal value amount of the Notes to be purchased, plus any accrued and unpaid interest thereon, if any, to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event ; PROVIDED, HOWEVER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.15. The Company shall not be required to make a Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $30 million resulting from one or more Asset Sales, at which time, the unutilized Net Proceeds Offer Amount, shall be applied as required pursuant to this paragraph, PROVIDED, HOWEVER, that the first $30 million of Net Proceeds Offer Amount need not be applied as required pursuant to this paragraph. -75- In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (db) Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries may will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 7580% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Valuefair market value; providedPROVIDED, howeverHOWEVER, that any consideration that does not constitute constituting Replacement Assets that is 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 and will be subject to the provisions described in of the two preceding paragraphs. (ec) Each Subject to the deferral right set forth in the final proviso of Section 4.15(a), each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this the Indenture, that all Notes tendered will be accepted for payment; providedPROVIDED, howeverHOWEVER, 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 PRO RATA basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000 1,000 or integral EU1,000, as applicable, or multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 -76- Business Days or such longer periods as may be required by law; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; providedPROVIDED, howeverHOWEVER, that each Note purchased and each new Note issued shall be in an original principal amount of $2,000 1,000, EU1,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof and EU1,000) validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, Agent in accordance with Section 2.14, 2.14 U.S. Legal Tender (in the case of Dollar Notes) and/or euros (in the case of Euro Notes) sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ ' Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ ' Certificate specified in clause (iii) above, the Paying Agent shall promptly pay mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such return the Notes pursuant purchased to Section 2.11 of this Indenturethe Company for cancellation. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the NotesAgent. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereof.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (ia) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of Managers; and Directors of the Company), (iib) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash 71 -63- or Cash Equivalents, Equivalents and is received at the time of such disposition; provided, however, that this condition shall not apply to a transaction whereby the Company or any Restricted Subsidiary effects an Asset Sale (which shall be deemed by the exchange of assets or property for Productive Assets or to include the sale or other consideration converted to cash disposition of all or Cash Equivalents within 90 days any portion of such Asset Sale). (b) For the purposes of paragraph (a) aboveCompany's East Mill assets located in Antioch, California, provided, further, that the amount of (A) any liabilities shown on the most recent applicable balance sheet of the Company or the applicable any Restricted Subsidiary, 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 will shall be deemed to be cash for purposes of this provision and (B) any notes or other obligations received by the Company or 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 purposes of this provision. , and (c) Upon the consummation of an Asset Sale, the Company may shall (i) apply, or cause such applicable Restricted Subsidiary to apply, the such Net Cash Proceeds relating to of such Asset Sale within 415 270 days of having received the Net Cash Proceeds: consummation of such Asset Sale (iA) to prepay any Senior Debt indebtedness ranking pari passu with the Notes, senior indebtedness of the Company or a Subsidiary Guarantor or any Indebtedness debt of a Restricted Subsidiary that is not a Subsidiary Guarantor andor, in the case of any such Indebtedness debt under any a revolving credit facility, effect a permanent reduction in the committed availability under any such revolving credit facility, and/or facility or (iiB) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and, to the extent required by the documentation governing such indebtedness and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased indebtedness ranking pari passu with the Net Proceeds Offer Amount. Notwithstanding the foregoingNotes, the obligation to make at a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value amount of the Notes to be purchased, plus any accrued and unpaid interest thereon to the date of purchase. The following events will purchase pursuant to an offer to purchase made by the Company as set forth below (a "Net Proceeds Offer"), or (ii)(A) commit, or cause such Restricted Subsidiary to commit (such commitments to include amounts anticipated to be deemed expended pursuant to constitute the Company's capital investment plan (x) as adopted by the Board of Directors of the Company and (y) evidenced by the filing of an Asset Sale and Officers' Certificate with the Trustee stating that the total amount of the Net Cash Proceeds for of such Asset Sale is less than the aggregate amount contemplated to be expended pursuant to such capital investment plan within 24 months of the consummation of such Asset Sale) within 270 days of the consummation of such Asset Sale, to apply the Net Cash Proceeds of such Asset Sale to reinvest in Productive Assets and (B) apply, or cause such Restricted Subsidiary to apply, pursuant to such commitment (which includes amounts actually expended under the capital investment plan authorized by the Board of Directors of the Company), such Net Cash Proceeds of such Asset Sale within 24 months of the consummation of such Asset Sale; provided that if any commitment under this clause (ii) is terminated or rescinded after the 225th day after the consummation of such Asset Sale, the Company or such Restricted Subsidiary, as the case may be, shall have 45 days after such termination or rescission to (1) apply such Net Cash Proceeds pursuant to clause (c)(i) above (a "Reapplication Determination") or (2) to commit, or cause such Restricted Subsidiary to commit, to apply the Net Cash Proceeds of such Asset Sale to reinvest in Productive Assets; provided that in any such case, such proceeds must be applied in accordance with this Section 4.15: in pursuant to clause (c)(i) above or such commitment, as the event case may be, no later than 24 months after the consummation of such Asset Sale or (iii) any combination of the foregoing; provided, further, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company 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 cash, then such non-cash consideration), conversion or in the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation disposition shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were constitute an Asset Sale. In addition, Sale hereunder and the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. thereof shall be applied in accordance with clause (dc) Notwithstanding the immediately preceding paragraphsabove; and provided, further, that the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any 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 shall constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs. (e) Each notice of defer making a Net Proceeds Offer pursuant until the aggregate Net Cash Proceeds from Asset Sales to this Section 4.15 shall be mailedapplied equals or exceeds $10 million. Pending the final application of any such Net Cash Proceeds the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, by first-class mail, by if any. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 270 days following the consummation of the Asset Sale that requires the Company to Holders of Notes at their last registered address not more than 30 days following the make a Net Proceeds Offer Trigger Date(or within 30 days after a Reapplication Determination, if applicable), with a copy to the Trustee, will specify the purchase date (which will be no earlier than 30 days nor later than 45 days from the date such notice is mailed) and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the aggregate amount of the Net Proceeds Offer, Notes of tendering Holders will be repurchased on a pro rata basis (based upon the principal amount tendered). To the extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds Offer is less than the aggregate amount of the Net Proceeds Offer, the Company may use such excess Net Proceeds Offer amount for general corporate purposes or for any other purpose not prohibited by this Indenture. Upon completion of any such Net Proceeds Offer, the amount of the Net Proceeds Offer shall be reset at zero. A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this Indenture, 4.16 and that all Notes tendered will be accepted for payment; provided, however, that if the aggregate principal amount of Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds Offer, 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 $2,000 1,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law); (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date purchase date (which shall be not less no earlier than 30 days nor more later 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 Companydate such notice is mailed, other than as may be required by law) (the "Proceeds Purchase Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue or accrete interest after the Net Proceeds Offer Payment Purchase Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Net Proceeds Offer Payment Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second two Business Day Days prior to the Net Proceeds Offer Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder 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 Notes surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or integral multiples of $1,000 in excess thereof. On or before the Net Proceeds Offer Payment Purchase Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Proceeds OfferOffer that are to be purchased in accordance with item (1) above, (ii) deposit with the Paying Agent, in accordance with Section 2.14, Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ ' Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the The Paying Agent shall promptly pay 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 price. For purposes of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchasethis Section 4.16, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indentureact as the Paying Agent. Any monies amounts remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zeroCompany. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws and or regulations conflict with the provisions of this Indenture relating to a Net Proceeds OfferSection 4.16, the Company shall comply with the applicable 75 -67- securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer under this Section 4.16 by virtue thereof.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless (i) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of as determined in by the good faith by judgment of the Company’s Board of Managers; Directors evidenced by a Board Resolution and (ii) at least 7575.0% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary from for such Asset Sale shall be in the form consists of cash or Cash Equivalentscash equivalents or the assumption of unsubordinated Indebtedness. The Company shall, and is received at or shall cause the time relevant Restricted Subsidiary to, within 360 days after the date of receipt of the Asset Sale (which shall be deemed to include other consideration converted to cash or Net Cash Equivalents within 90 days of such Proceeds from an Asset Sale). , (bi) For the purposes of paragraph (aA) above, the apply an amount of any liabilities shown on the most recent applicable balance sheet equal to such Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or the applicable Indebtedness of any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notesin each case, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of such provision. (c) Upon the consummation of an Asset Sale, the Company may apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 days of having received the Net Cash Proceeds: (i) to prepay any Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or (ii) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”) and/or (iii) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries. On the 416th day after an Asset Sale or any earlier date, if any, on which the Board of Managers of the Company or of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with the above provisions of this clause (c) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by the above provisions of this clause (c) (the “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer price in any Net Proceeds Offer will be equal to 100% of the principal value of the Notes to be purchased, plus any accrued and unpaid interest to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or in the 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 owing to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (d) Notwithstanding the immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided, however, that any consideration that does not constitute Replacement Assets that is received by other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A), in connection with any Asset Sale permitted under this paragraph property or assets of a nature or type or that are used in a business (or in a Person having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall constitute be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the 360-day period referred to above) such excess Net Cash Proceeds and will be subject (to the provisions described extent not applied pursuant to clause (i)) as provided in the following paragraphs of this Section 1017. The amount of such Net Cash Proceeds required to be applied (or to be committed to be applied) during such 360-day period referred to above in the preceding paragraphs. (e) Each notice sentence and not applied as so required by the end of a Net such period shall constitute "Excess Proceeds". If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer pursuant to this Section 4.15 shall be mailed(as defined below) totals at least $10.0 million, by first-class mail, by the Company must, not later than the 30th Business Day thereafter, make an offer (an "Excess Proceeds Offer") to purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at their last registered address not more than 30 days following a purchase price equal to 100.0% of the Net principal amount of the Notes, plus, in each case, accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase (the "Excess Proceeds Payment"). The Company shall commence an Excess Proceeds Offer Trigger Date, with by mailing a copy notice to the Trustee. The notice shall contain all instructions Trustee and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: each Holder stating: (1i) that the Net Excess Proceeds Offer is being made pursuant to this Section 4.15 of this Indenture, 1017 and that all Notes validly 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 payment on a pro rata basis basis; (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000 or integral multiples of $1,000 in excess 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; (2ii) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date date of purchase (which shall be not less a Business Day no earlier than 30 days nor more later than 45 60 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 Companydate such notice is mailed) (the "Excess Proceeds Payment Date"); ; (3iii) that any Note not tendered will continue to accrue interest; interest pursuant to its terms; (4iv) that, unless the Company defaults in making the payment thereforof the Excess Proceeds Payment, any Note accepted for payment pursuant to the Net Excess Proceeds Offer shall cease to accrue interest and Liquidated Damages, if any, on and after the Net Excess Proceeds Offer Payment Date; ; (5v) that Holders electing to have a Note purchased pursuant to a Net the Excess Proceeds Offer will be required to surrender the Note, together with the form entitled “"Option of the Holder to Elect Purchase” " on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to immediately preceding the Net Excess Proceeds Offer Payment Date; ; (6vi) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the second close of business on the third Business Day prior to immediately preceding the Net Excess Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the such 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 Notes purchased; and and (7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in a principal amount equal to the unpurchased portion of the Note Notes surrendered; provided, however, provided that each Note purchased and each new Note issued shall be in an original a principal amount of $2,000 1,000 or integral multiples of $1,000 in excess thereof. On or before the Net Excess Proceeds Offer Payment Date, the Company shall (i) accept for payment on a pro rata basis Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof validly tendered pursuant to the Net Excess Proceeds Offer, ; (ii) deposit with the Paying Agent, in accordance with Section 2.14, U.S. Legal Tender Agent money sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased or portions thereof so accepted; and (iii) deliver deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers’ Officer's Certificate stating specifying the Notes or portions thereof being purchased accepted for payment by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the The Paying Agent shall promptly pay mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued price, and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders a new Notes Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. To the extent that the aggregate principal amount of Notes surrenderedtendered is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. Upon The Company shall publicly announce the payment results of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such Notes pursuant to Section 2.11 of this Indenture. Any monies remaining Excess Proceeds Offer as soon as practicable after the purchase of Notes pursuant to a Net Excess 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 SevenPayment Date. For purposes of this Section 4.151017, the Trustee shall act as the Paying Agent for the Notes. To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zeroAgent. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws rules and regulations thereunder to the extent such rule, laws rules and regulations are applicable applicable, in connection with the repurchase of Notes pursuant to a Net event that such Excess Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, are received by the Company shall comply with under this Section 1017 and the applicable securities laws and regulations and shall not be deemed Company is required to have breached its obligations relating to such Net Proceeds Offer by virtue thereofrepurchase Notes as described above.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s 's Board of Managers; and Directors), (ii) at least 75% (or, in the case of an Asset Sale consisting of assets used or useful in a business similar or related to the Pigments business of the Company and its Subsidiaries, 65%) of the consideration received by the Company or the applicable Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale Equivalents (which shall be deemed to include other consideration converted to cash or Cash Equivalents within 90 days of such Asset Sale). (b) For the purposes of paragraph (a) above, provided that the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent applicable balance sheet sheet) of the Company or the applicable any such Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Notes, ) that are assumed by the transferee of any such assets will shall be deemed to be cash for purposes of this provision) and is received at the time of such provision. disposition; and (ciii) Upon upon the consummation of an Asset Sale, the Company may shall apply, or cause such applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 415 365 days (or in the case of having received the Net Cash Proceeds: Foreign Subsidiary Asset Sales, 545 days) of receipt thereof either (iA) to prepay any Senior Debt, Guarantor Senior Debt of the Company or a Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, and/or (iiB) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of the such Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“"Replacement Assets”"), or (C) and/or a combination of prepayment and investment permitted by the foregoing clauses (iiiiii)(A) make an acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiariesand (iii)(B). On the 416th 366th day (or in the case of Foreign Subsidiary Asset Sales, the 546th day) after an Asset Sale or any such earlier date, if any, on which as the Board of Managers Directors of the Company or of the applicable such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in accordance with clauses (iii)(A), (iii)(B) and (iii)(C) of the above provisions of this clause (c) next preceding sentence (each, a “"Net Proceeds Offer Trigger Date”"), such aggregate amount of Net Cash Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Proceeds Offer Trigger Date related thereto shall be deemed to be the date of termination of such contractual commitment or any earlier date, if any, on which the Board of Managers of the Company or the board of the applicable Restricted Subsidiary determines not to apply the Net Cash Proceeds in accordance with such contractual commitment) on or before such Net Proceeds Offer Trigger Date as permitted by in clauses (iii)(A), (iii)(B) and (iii)(C) of the above provisions of this clause next preceding sentence (c) (the “each a "Net Proceeds Offer Amount”") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or repay, prepay or redeem, as the case may be) (the “"Net Proceeds Offer”") on a date (the “"Net Proceeds Offer Payment Date”") that is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Indebtedness that is equal in right of payment with the Notes and contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds of the Asset Sale, on a pro rata basis, the maximum principal that amount of Notes and other Indebtedness that may be purchased with the Net Proceeds Offer Amount. Notwithstanding the foregoing, the obligation equal to make a Net Proceeds Offer shall be suspended until such time as the aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $75 million. The offer at a price in any Net Proceeds Offer will be equal to 100% of the principal value amount of the Notes to be purchased, plus any accrued and unpaid interest thereon, if any, to the date of purchase. The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this Section 4.15: in the event ; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. The Company shall not be required to make a Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10 million resulting from one or more Asset Sales, at which time, the unutilized Net Proceeds Offer Amount, shall be applied as required pursuant to this paragraph; provided, however, that the first $10 million of such Net Proceeds Offer Amount need not be applied as required pursuant to this paragraph. (b) In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15covenant, 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 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 4.15covenant. (dc) Notwithstanding the immediately preceding paragraphsSection 4.15(a) and (b), the Company and its Restricted Subsidiaries may will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 7580% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Valuefair market value; provided, however, that any consideration that does not constitute constituting Replacement Assets that is 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 and will be subject to the provisions described in the preceding paragraphsof Section 4.15(a) and (b). (ed) Each Subject to the deferral right set forth in the final sentence of Section 4.15(a), each notice of a Net Proceeds Offer pursuant to this Section 4.15 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (1) that the Net Proceeds Offer is being made pursuant to Section 4.15 of this the Indenture, 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 $2,000 1,000 or integral multiples of $1,000 in excess thereof shall be purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Note surrendered; provided, however, that each Note purchased and each new Note issued shall be in an original principal amount of $2,000 1,000 or integral multiples of $1,000 in excess thereof. . (e) On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof 1,000) validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent, Agent in accordance with Section 2.14, 2.14 U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ ' Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ ' Certificate specified in clause (iii) above, the Paying Agent shall promptly pay mail or wire transfer to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail make available for delivery to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel such return the Notes pursuant purchased to Section 2.11 of this Indenturethe Company for cancellation. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent for the Notes. Agent. (f) To the extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered Notes for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero. . (g) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such rule, laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent the provisions of any securities laws and regulations conflict with the provisions of this Indenture relating to a Net Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations relating to such Net Proceeds Offer by virtue thereof.