Common use of Limitation on Certain Asset Sales Clause in Contracts

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution); (ii) not less than 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall send, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will Baytex shall not, and will shall not permit any of the Restricted Subsidiaries Subsidiary to, consummate an engage in any Asset Sale unless: (i) the Company consideration received by Baytex or such Restricted Subsidiary, as the case may be, receives consideration at the time of Subsidiary for such sale or other disposition Asset Sale is at least equal to the fair market value thereof of the assets and properties sold or otherwise disposed of (as determined in good faith by the Company’s Board of Directors, whose good faith determination will be conclusive, and evidenced by a resolution of the Board Resolutionof Directors);; and (ii) not less than 75% of the consideration received by Baytex or the Company relevant Restricted Subsidiary in respect of such Asset Sale is either (A) cash, Cash Equivalents, Liquid Securities or such Restricted SubsidiaryExchanged Properties (collectively, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”"Permitted Consideration") or Replacement Assets (as defined below); provided, however, B) the property or assets received that the amount do not constitute Permitted Consideration have an aggregate fair market value of no more than 10% of Baytex's Adjusted Consolidated Net Tangible Assets. (xb) any liabilities of the Company If Baytex or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and Subsidiary engages in an Asset Sale, Baytex may, at its Restricted Subsidiaries are releasedoption, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 365 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are appliedSale: (ai) first, apply all or a portion of the Net Cash Proceeds to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness permanent reduction of amounts outstanding under the Senior Credit Facility Secured Group Facilities or Purchase Money to the repayment of any other Indebtedness of Baytex or a Restricted Subsidiary that ranks pari passu in right of payment with the Notes solely to Debt Securities; (ii) invest all or a portion of such Net Cash Proceeds in the extent that such Oil and Gas Business of Baytex and the Restricted Subsidiaries; or (iii) make an Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted Offer pursuant to clause (ivc) below. The amount of Net Cash Proceeds from all Asset Sale after the Closing Date not used for one of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from purposes described in clause (i) or (ii) will constitute "Excess Proceeds". If at any Asset Sale; provided, however, that time any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock non-cash consideration received by Baytex or other securities purchased any Restricted Subsidiary in connection with the acquisition any Asset Sale is converted into or sold or otherwise disposed of Capital Stock for cash (other than interest received with respect to any such non-cash consideration), then such conversion or property disposition shall be deemed to constitute an Asset Sale for purposes of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company this Section 5.11 and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Net Cash Proceeds are so thereof shall be applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); andin accordance with this Section 5.11. (c) thirdOn any day when the aggregate amount of Excess Proceeds exceeds $25,000,000, if on the Reinvestment Date with respect to any Asset SaleBaytex shall, the Available Asset Sale Proceeds exceed $50.0 millionwithin 30 days thereafter, the Company shall apply an amount equal to such Available Asset Sale Proceeds to make an offer to repurchase purchase (an "Asset Sale Offer") from all Debtholders, on a pro rata basis, in accordance with the Notesprocedures set forth in paragraph (d) below, at the maximum principal amount (expressed as a purchase multiple of $1,000) of Debt Securities that may be purchased with the Excess Proceeds. The offer price as to each Debt Security will be payable in cash in an amount equal to 100% of the principal amount thereof of such Debt Security plus in each case accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstandingrepurchase. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes Debt Securities validly tendered and not withdrawn pursuant to such an Asset Sale Offer is less than the Excess Proceeds, Baytex may use the portion of the Excess Proceeds Offernot required to be used to repurchase the Debt Securities for any other purpose not prohibited by this Indenture. If the aggregate principal amount of Notes Debt Securities validly tendered and not withdrawn by holders Debtholders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes the Debt Securities to be purchased will be selected by the Indenture Trustee on a pro rata basis (subject to applicable DTC proceduresbased upon the principal amount of Debt Securities). Upon completion of such Excess Proceeds Asset Sale Offer, the amount of Available Asset Sale Excess Proceeds shall will be reset to zero. (bd) If Within the Company is required to make time period described in paragraph (c) above for making an Excess Proceeds Asset Sale Offer, the Company Baytex shall send, within 30 days following the Reinvestment Date, mail a notice to each Debtholder in the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow manner provided in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also stateSection 12.2 stating: (1i) that the Excess Proceeds Asset Sale Offer is being made pursuant to the provisions of Section 5.11 of this Section 4.13 Indenture and that all Debt Securities duly and timely tendered shall be accepted for payment (except, as provided above, if the aggregate principal amount as the case may be, of the Debt Securities exceeds the amount of Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”Proceeds); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3ii) the purchase price and the purchase date (the “"Asset Sale Purchase Date”) "), which date shall be no earlier than 30 days and not nor later than 60 days from the date such notice is sentmailed; (4iii) that any Note Debt Securities not tendered or accepted for payment will shall continue to accrue interest; (5iv) that any Note that, unless Baytex defaults in the payment of the purchase price, all Debt Securities accepted for payment pursuant to the Excess Proceeds Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Purchase Date; (6v) that Holders Debtholders electing to have a Note any Debt Securities purchased pursuant to any Excess Proceeds an Asset Sale Offer will shall be required to surrender the NoteDebt Securities, together with such other forms or documents, if any, described in the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completednotice, to the Company, a depository, if appointed by the Company, or a Paying Agent Indenture Trustee at the address specified in the notice at least three prior to the close of business on the third Business Days before Day preceding the Asset Sale Purchase Date; (7vi) that Holders will Debtholders shall be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, Indenture Trustee receives, not later than the expiration close of business on the Offer Periodsecond Business Day preceding the Asset Sale Purchase Date, a facsimile transmission or letter setting forth the name of the HolderDebtholder, the principal amount of the Note the Holder Debt Securities delivered for purchase purchase, and a statement that such Holder Debtholder is withdrawing his election to have the Note such Debt Securities purchased; (8) vii) that Holders Debtholders whose Notes were Debt Securities are being purchased only in part will shall be issued new Notes Debt Securities equal in principal amount to the unpurchased portion of the Notes Debt Securities surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and , which unpurchased portion must be equal to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate $1,000 in principal amount of Notes and (or such pari passu Indebtedness which may be purchased amount as required by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto)applicable clearing house) or an integral multiple thereof; and (10viii) that, if any other procedures that the aggregate principal amount Debtholders of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or Debt Securities must follow in order to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Datetheir Debt Securities.

Limitation on Certain Asset Sales. (a) The Company will shall not, and will shall not permit any of the Restricted Subsidiaries Subsidiary to, consummate an engage in any Asset Sale unless: unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution); (ii) not less than 75% of the consideration received by the Company or such Restricted Subsidiary for such Asset Sale is not less than the fair market value of the assets sold (as determined by the Board of Directors of the Company, whose good faith determination shall be conclusive) and (ii) the consideration received by the Company or the relevant Restricted Subsidiary in respect of such Asset Sale consists of at least 75% cash or cash equivalents (including, for purposes of this clause (ii), the principal amount of any Indebtedness for money borrowed (as reflected on the Company's consolidated balance sheet) of the Company or any Restricted Subsidiary that (x) is assumed by any transferee of any such assets or other property in such Asset Sale or (y) with respect to the sale or other disposition of all of the Capital Stock of any Restricted Subsidiary, remains the liability of such Subsidiary subsequent to such sale or other disposition, but only to the extent that such assumption, sale or other disposition, as the case may be, is in effected on a basis under which there is no further recourse to the form Company or any of cash or cash equivalents its Restricted Subsidiaries with respect to such liability). (those equivalents allowed under “Temporary Cash Investments”b) or Replacement Assets (as defined below); provided, however, that the amount of (x) any liabilities of If the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which Subsidiary engages in an Asset Sale, the Company and may, at its Restricted Subsidiaries are releasedoption, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days 12 months after such Asset Sale Sale, (i) apply all or a portion of the Net Cash Proceeds to the extent reduction of cash received) shall be deemed to be cash for purposes of this provision; and (iii) amounts outstanding under the Asset Sale Proceeds received by the Company Bank Credit Agreement or such Restricted Subsidiary are applied: (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing permanent repayment of other senior Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Restricted Subsidiary, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in the making of capital expenditures, the acquisition of a controlling interest in a Permitted Investment under clause (v) Business or acquisition of the definition thereof) other long-term assets, in each case, that shall be used or useful in businesses similar or ancillary to the business Permitted Businesses of the Company and or its Restricted Subsidiaries, as the Restricted Subsidiaries as conducted at case may be. Pending the time final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit Indebtedness to the extent not prohibited by the Indenture. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (collectively, “Replacement Assets”i) or (ii) (without regard to the parenthetical contained in such clause (ii), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt ) above. The amount of such Asset Sale Net Cash Proceeds not so used as set forth above in this paragraph (the “Reinvestment Date”); andb) constitutes "Excess Proceeds". (c) third, if on When the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale aggregate amount of Excess Proceeds exceed exceeds $50.0 5 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to shall, within 30 days thereafter, make an offer (an "Excess Proceeds Offer") to repurchase purchase from all holders of Notes and Additional Notes, on a pro rata basis, the Notesmaximum principal amount (expressed as a multiple of $1,000) of Notes and Additional Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof thereof, plus accrued interest, if any, and unpaid interestLiquidated Damages, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstandingis consummated. To the extent that the aggregate principal amount of Notes and Additional Notes tendered pursuant to an Excess Proceeds Offer such offer to purchase is less than the Available Asset Sale Excess Proceeds, the Company or its Restricted Subsidiaries may use any remaining Excess Proceeds such deficiency for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offergeneral corporate purposes. If the aggregate principal amount of Notes and Additional Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then the Notes and Additional Notes to be purchased will shall be selected on a pro rata basis (subject to applicable DTC procedures)basis. Upon completion of such Excess Proceeds Offeroffer to purchase, the amount of Available Asset Sale Excess Proceeds shall be reset to zero. (bd) If the The Company is required to make shall commence an Excess Proceeds Offer, the Company shall send, within 30 days following the Reinvestment Date, Offer by mailing a notice to the Holders with a copy Trustee and each Holder as of such record date as the Company shall establish (and delivering such notice to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also stateat least five days prior thereto) stating: (1i) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 1016 and that the Excess Proceeds Offer shall remain open all Notes validly tendered will be accepted for payment on a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”)PRO RATA basis; (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3ii) the purchase price and the date of purchase date (the “Purchase Date”) which shall be a Business Day no earlier than 30 days and not nor later than 60 days from the date such notice is sentmailed) (the "Excess Proceeds Payment Date"); (4iii) that any Note not tendered or accepted for payment will continue to accrue interest; (5iv) that that, unless the Company defaults in the payment of the Excess Proceeds Payment, any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Excess Proceeds Payment Date; (6v) that Holders electing to have a any Note purchased pursuant to any the Excess Proceeds Offer will be required to surrender the such Note, together with the form entitled “"Option of the Holder to Elect Purchase” " on the reverse side of the Note completed, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three prior to the close of business on the Business Days before Day immediately preceding the Purchase Excess Proceeds Payment Date; (7vi) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, Agent receives, not later than the expiration close of business on the Offer Periodthird Business Day immediately preceding the Excess Proceeds Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the such Holder, the principal amount of the Note the Holder Notes delivered for purchase and a statement that such Holder is withdrawing his election to have the Note such Notes purchased;; and (8) vii) that Holders whose Notes were are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making ; PROVIDED that each Note purchased and each new Note issued shall be in a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by $1,000 or integral multiples thereof. At least five days prior to the date notice is mailed to each Holder, the Company shall furnish the Trustee with an Officers' Certificate stating the amount of the Excess Proceeds Payment. (e) On the Excess Proceeds Payment Date, the Company shall: (i) accept for payment on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, ; (ii) deposit one day prior to the Excess Proceeds Payment Date with the Paying Agent U.S. legal tender money sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such of all Notes or portions thereof were so accepted; and (iii) deliver; or cause to be delivered, to the Trustee, all Notes or portions thereof so accepted, together with an Officers' Certificate specifying the Notes or portions thereof accepted for payment by the Company in accordance with the terms of this Section 4.13Company. The Paying Agent shall promptly (but mail to the Holders of Notes so accepted payment in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Noteprice, and the Trustee shall promptly authenticate and mail or make available for delivery to such Holders a new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any ; PROVIDED that each Note not so accepted purchased and each new Note issued shall be promptly mailed in a principal amount of $1,000 or delivered by the Company to the Holder integral multiples thereof. The Company will publicly announce the results of the Excess Proceeds Offer on as soon as practicable after the Purchase Excess Proceeds Payment Date. For purposes of this Section 1016, the Trustee shall act as the Paying Agent. All Notes or portions thereof purchased pursuant to this Section 1016 will be cancelled by the Trustee. (f) The Company shall comply with the applicable tender offer rules including Rule-14e under the Exchange Act, and any other applicable securities laws and regulations in connection with an offer made pursuant to clause (c) above. To the extent that provisions of any applicable securities laws or regulations conflict with provisions of this Section 1016, the Company shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1016 by virtue thereof.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s 's Board of Directors, and evidenced by a Board Resolution); (ii) not less than 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) Investments or Replacement Assets (as defined below)Assets; provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Senior Indebtedness under the Senior Credit Facility (or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” ) within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “"Replacement Assets”"), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “"Reinvestment Date”"); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 25 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “"Excess Proceeds Offer”"); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with to the Notes (a “"Pari Passu Excess Proceeds Offer”") and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds such deficiency for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s 's pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ ' pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures)basis. Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “"Offer Period”"); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “"Purchase Date”") which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentmailed; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ ' pro rata share of such Available Asset Sale Proceeds, 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 and 1,000, or integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution); (ii) not less than 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Senior Indebtedness under the Senior Credit Facility (or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” ”) within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 25 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures)basis. Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentmailed; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will not, and will not cause or permit any of the its Restricted Subsidiaries to, consummate an Asset Sale unless: or series of related Asset Sales unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof on the date the Company or Restricted Subsidiary (as applicable) entered into the agreement to consummate such Asset Sale (as determined in good faith by the Company’s 's Board of Directors, and evidenced by a Board ResolutionResolution of such Board of Directors); ; (ii) not less than 75% of the consideration received by the Company or such its Restricted SubsidiarySubsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) Equivalents other than in the case where the Company is exchanging all or Replacement Assets (as defined below); provided, however, that the amount of (x) any liabilities substantially all of the Company assets or any Restricted Subsidiaries that are assumed one or more properties operated by the transferee Company (including by way of such the transfer of capital stock) for all or substantially all of the assets and for which (including by way of the Company and its Restricted Subsidiaries are releasedtransfer of capital stock) constituting one or more properties operated by another Person, including any such Indebtedness provided that at least 75% of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities consideration received by the Company or any (50% with respect to Emerging Market Subsidiaries) in such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to exchange, other than the extent properties, is in the form of cash received) shall be deemed to be cash for purposes of this provisionor Cash Equivalents; and and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: applied (a) first, to the extent the Company elects, or is required, to permanently prepay, repay repay, reduce credit commitments, or purchase existing or cash collateralize Indebtedness under the any then existing Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) Debt of the definition of “Permitted Liens” Company or any Restricted Subsidiary within 360 270 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to make an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofPerson) used or useful in businesses similar or ancillary to the business of the Company and the or Restricted Subsidiaries Subsidiary as conducted at the time of such Asset Sale Sale, provided that such Investment occurs or the Company or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (collectively, “Replacement Assets”other than the obtaining of financing), provided, however, that such investment occurs and on or prior to the 270th day following receipt of such Asset Sale Proceeds (the "Reinvestment Date") and Asset Sales Proceeds contractually committed are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”)Proceeds; and and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 million10,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the NotesSecurities, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “"Excess Proceeds Offer”"); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall includeregistered holders stating, among other things: (1) that such holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Securities at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (2) the purchase date (the "Purchase Date"), which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by the Company, that each such Holder holder must follow in order to have such Notes repurchased Securities repurchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such NotesSecurities. The Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 4.09 and that the length of time the Excess Proceeds Offer shall will remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”)open; (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; (43) that any Note Security not tendered or accepted for payment will continue to accrue interest; (54) that any Note Security accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (65) that Holders electing to have a Note Security purchased pursuant to any Excess Proceeds Offer will be required to surrender the NoteSecurity, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Security completed, to the Company, a depositorydepositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (76) that Holders will be entitled to withdraw their election if the Company, depository depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note Security purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (107) that, if the aggregate principal amount of Notes Securities surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, the Company shall select the Notes Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes Securities in denominations of $2,000 and 1,000, or integral multiples of $1,000 thereof, shall be purchased). ; and (8) that Holders whose Securities were purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (c) On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes Securities or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes Securities to be purchased and deliver to the Trustee an Officers’ ' Certificate stating that such Notes Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date4.

Limitation on Certain Asset Sales. (a) The Neither the Company will not, and will not permit nor any of the Restricted its Subsidiaries towill consummate or permit, consummate an directly or indirectly, any Asset Sale unless: Sale, unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such sale or other disposition Asset Sale at least equal to the fair market value thereof (as determined in good faith by of the Company’s Board of DirectorsProperty subject to such Asset Sale, and evidenced by a Board Resolution); (ii) not less (x) in the case of an Asset Sale of Property constituting Collateral (other than 75a Designated Facility), at least 50% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Replacement Assets Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as defined below)a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided, however, provided that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (ya) any notes or other securities obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the extent time of cash received) the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause (ii) of this provision; and. (iiib) the With respect to any Asset Sale Proceeds received by in the form of cash or Temporary Cash Investments (including cash collected on any notes), Insurance Proceeds or Condemnation Proceeds related to Collateral (the "Collateral Proceeds Amount"), the Company or such Restricted Subsidiary are applied: shall (ai) first, to the extent the Company elects, elects (or is requiredrequired by the terms of any Indebtedness), to permanently prepay, repay repay, redeem or purchase existing Senior Indebtedness under of the Company or Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu of a Wholly Owned Subsidiary (in right of payment with the Notes solely each case other than Indebtedness owed to the extent that Company or an Affiliate of the Company) within 365 days from the later of the date of such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale such Collateral Proceeds from any Asset Sale; providedAmount, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (bii) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, apply the Collateral Proceeds to an investment in assets acquire Property (including Capital Stock or other securities purchased in connection with provided that the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of Company shall cause such Property to become Collateral as and when received by the Company or by any of its Subsidiaries) that would constitute a Permitted Investment under clause (v) is useful in any business in which the Company is permitted to be engaged within 365 days from the later of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time date of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following or the receipt of such Asset Sale Collateral Proceeds Amount and (the “Reinvestment Date”); and (ciii) third, if on the Reinvestment Date with respect make an offer (a "Collateral Proceeds Offer") for up to any Asset Sale, the Available Asset Sale Proceeds exceed a maximum principal amount (expressed as an integral multiple of $50.0 million, the Company shall apply an amount 100) of Senior Notes equal to the Collateral Proceeds Amount to the extent of the balance of such Available Asset Sale Collateral Proceeds to an offer to repurchase the Notes, Amount after application in accordance with clauses (i) and (ii) at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest thereon, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price purchase in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment accordance with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by procedures set forth in this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness Senior Notes tendered pursuant to a Pari Passu Excess such Collateral Proceeds Offer is less than such pari passu Indebtedness’s pro rata share the amount of such Available Asset Sale Collateral Proceeds, the Company shall may use such remaining Available Asset Sale portion of the Collateral Proceeds that is not used to purchase any Senior Notes validly tendered and for general corporate purposes not withdrawn pursuant to such Excess Proceeds Offerinconsistent with the Senior Notes or this Indenture. If the aggregate principal amount of the Senior Notes validly tendered and not withdrawn by holders thereof exceeds pursuant to such Collateral Proceeds Offer is more than the Available Asset Sale Proceeds or to amount of the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Collateral Proceeds, then the Senior Notes to be purchased tendered will be selected repurchased on a pro rata basis (subject to applicable DTC procedures)or by such other method as the Trustee shall deem fair and appropriate. Upon the completion of any Collateral Proceeds Offer and the closing of any repurchase of Senior Notes tendered pursuant to such Excess Collateral Proceeds Offer, the amount of Available Collateral Proceeds Amount shall be deemed to be zero. All Asset Sale Proceeds from Asset Sales of Property constituting Collateral, Insurance Proceeds and Condemnation Proceeds from Loss Events and non-cash consideration from Asset Sales of Property constituting Collateral, including all Collateral Proceeds Amounts, shall be reset (i) subject to zero. the perfected second priority Lien in favor of the Trustee subject to Liens permitted under the Collateral Documents in respect of the relevant item of Collateral, and (bii) held in trust for the benefit of the holders of the Senior Notes and the Trustee. If the Company is required to make an Excess a Collateral Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Datedate on which the Company receives any Collateral Proceeds Amounts, a notice to the Holders with a copy to holders of the Trustee which shall includeSenior Notes stating, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: : (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders holders have the right to require the Company to apply the Available Asset Sale Collateral Proceeds Amount to repurchase such Senior Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; ; (32) the purchase price and the purchase date (the “Purchase Date”) date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; mailed; (43) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess Proceeds Offer will be required to surrender the Noteinstructions, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company, a depository, if appointed determined by the Company, that each holder of Senior Notes must follow in order to have such Senior Notes repurchased; and (4) the calculations used in determining the amount of Collateral Proceeds Amount to be applied to the repurchase of such Senior Notes. In the event of the transfer of substantially all (but not all) of the assets of the Company or any Subsidiary of the Company or substantially all (but not all) of the assets of any division or line of business of the Company or any Subsidiary of the Company as an entirety to a Paying Agent at Person in a transaction or series of related transactions permitted under Section 5.1 hereof, the address specified in successor corporation shall be deemed to have sold the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if assets of the Company, depository the Subsidiary or Paying Agentthe division or line of business, as the case may be, receivesnot so transferred for purposes of this covenant, not later than and shall comply with the expiration 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 assets of the Offer Period, a facsimile transmission or letter setting forth the name of the HolderCompany, the principal amount Subsidiary or the division or line of business, as the Note case may be, deemed to be sold shall be deemed to be Asset Sale Proceeds for purposes of this covenant. The provisions of this Section 4.8 shall not prohibit the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased application by the Company on a pro rata basis based of all, or substantially all, proceeds arising from Specified Transactions (as defined in the Certificate of Designations for the Series A Convertible Preferred Stock as in effect on the aggregate principal amount Issue Date) for the retirement of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered Company's Series A Convertible Preferred Stock pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, mandatory redemption provisions thereof as in effect on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Issue Date.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of DirectorsDirectors of the Company, and evidenced by a Board Resolution); (ii2) not less than 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) Equivalents and/or a controlling interest in a Person whose assets are useful to the Company, or Replacement Assets (as defined below)any combination thereof, except to the extent to which the Company is undertaking a Permitted Asset Swap; provided, however, provided that the amount of of (xA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any of its Restricted Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provisionclause (2); and (iiiB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly 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 clause (2); and (3) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company or any such Restricted Subsidiary, as the case may be, elects, or is required, to permanently prepay, prepay or repay or purchase existing any Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, provided that any such repayment shall must result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property Property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofPerson) used or useful in businesses similar reasonably related, ancillary or ancillary complementary to the business of the Company and the or any such Restricted Subsidiaries Subsidiary as conducted at on the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, Issue Date; provided that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”)Proceeds; and (c) third, if on the Reinvestment Date with respect to any such 360th day following an applicable Asset Sale, the Available Asset Sale Proceeds exceed $50.0 10 million, the Company shall apply an amount equal to such the Available Asset Sale Proceeds to an offer to repurchase the NotesNotes and all other Indebtedness of the Company ranking equal in seniority containing provisions substantially similar to those set forth in this Indenture regarding offers to purchase or redeem with Asset Sale Proceeds, in each case, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and but unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes date (a an “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding). To the extent that the aggregate principal amount of Notes tendered pursuant to If an Excess Proceeds Offer is less than not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes and such Indebtedness ranking equal in seniority. Pending the final application of any Asset Sale Proceeds, the Company or such Restricted Subsidiary may use any remaining Excess Proceeds for any purpose not temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than invest such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zeroin Cash Equivalents. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall send, within 30 45 days following the Reinvestment Date, date specified in subparagraph (a)(3)(c) above (i) cause a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds OfferOffer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and (ii) mail a notice of the Excess Proceeds Offer to the Trustee and the Holders. Such notice shall be sent by first-class mail, postage prepaid, to the Trustee and to each Noteholder, at the address appearing in the register maintained by the Registrar of the Notes, and shall also state: (1i) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”)4.08; (2ii) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 45 days from the date such notice is sentmailed (the “Excess Proceeds Payment Date”); (4iii) that any Note not tendered or accepted for payment will continue to accrue interest; (5iv) that any Note Notes accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Excess Proceeds Payment Date; (6v) that Holders electing accepting the offer to have a Note their Notes purchased pursuant to any an Excess Proceeds Offer will be required to surrender the NoteNotes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three prior to the close of business on the Business Days before Day preceding the Purchase Excess Proceeds Payment Date; (7vi) that Holders will be entitled to withdraw their election acceptance of the Excess Proceeds Offer if the Company, depository or Paying Agent, as the case may be, Agent receives, not later than the expiration close of business on the Offer Periodthird Business Day preceding the Excess Proceeds Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder Notes delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have the Note such Notes purchased; (8) vii) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu amount of Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and 1,000 or integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, ; (viii) that Holders whose Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the are being purchased only in part will be issued new Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any the unpurchased portion of the Notes surrendered, provided that each Note surrendered. Any purchased and each such new Note not so accepted issued shall be promptly mailed or delivered by in an original principal amount in denominations of $1,000 and integral multiples thereof; (ix) the Company calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the purchase of such Notes; (x) any other procedures that a Holder thereof. The Company will publicly announce the results of the must follow to accept an Excess Proceeds Offer on or effect withdrawal of such acceptance; and (xi) the Purchase Datename and address of the Paying Agent.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s 's Board of Directors, and evidenced by a Board Resolution); ; (ii) not less than 7585% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such will not be required to comply with this clause (ii) with respect to a Permitted Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provisionSwap or a Houston Disposition; and and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: applied (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase debt under any then existing Senior Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition Company or Guarantor Senior Indebtedness of “Permitted Liens” any Restricted Subsidiary within 360 270 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, provided that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; ; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofPerson) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectivelySale, “Replacement Assets”), provided, however, provided that such investment occurs and such Asset Sale Proceeds are so applied within 360 270 days following the receipt of such Asset Sale Proceeds (the “"Reinvestment Date”"); and and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 10 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “"Excess Proceeds Offer”"); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to If an Excess Proceeds Offer is less than the Available Asset Sale Proceedsnot fully subscribed, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To retain the extent that the aggregate principal amount portion of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is not required to make an Excess Proceeds Offer, the Company shall send, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.50 -43-

Limitation on Certain Asset Sales. (a) The Company will shall not, and will shall not permit any of the Restricted Subsidiaries Subsidiary to, consummate an engage in any Asset Sale unless: unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution); (ii) not less than 75% of the consideration received by the Company or such Restricted SubsidiarySubsidiary for such Asset Sale is at least equal to the fair market value of the assets and properties sold or otherwise disposed of (as determined by the Board of Directors of the Company, as whose good faith determination will be conclusive, and evidenced by a resolution of the case may beBoard of Directors) and (ii) the consideration received by the Company or the relevant Restricted Subsidiary in respect of such Asset Sale is either (x) cash, is in the form of cash Cash Equivalents, Liquid Securities or cash equivalents Exchanged Properties (those equivalents allowed under collectively, “Temporary Cash InvestmentsPermitted Consideration”) or Replacement Assets (as defined below); provided, however, y) the property or assets received that do not constitute Permitted Consideration have an aggregate fair market value of no more than 10% of the amount of Company’s Adjusted Consolidated Net Tangible Assets. (xb) any liabilities of If the Company or any Restricted Subsidiaries Subsidiary engages in an Asset Sale, the Company may, at its option, within 365 days after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Senior Credit Facilities, or to the repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, (ii) invest all or a portion of such Net Cash Proceeds in properties and assets that are assumed will be used by the transferee of such assets and for which the Company and or its Restricted Subsidiaries are releasedin the Oil and Gas Business, including or (iii) make an Asset Sale Offer pursuant to clause (c) below. The amount of Net Cash Proceeds from all Asset Sales after the Closing Date not used for one of the purposes described in clause (i) or (ii) will constitute “Excess Proceeds.” If at any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) time any notes or other securities non-cash consideration received by the Company or any such Restricted Subsidiary which are in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash within 180 days after (other than interest received with respect to any such Asset Sale (to the extent of non-cash received) consideration), then such conversion or disposition shall be deemed to be cash constitute an Asset Sale for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company Section 10.13 and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Net Cash Proceeds are so thereof shall be applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); andin accordance with this Section 10.13. (c) third, if on On any day when the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale aggregate amount of Excess Proceeds exceed $50.0 millionexceeds US$10,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to shall, within 30 days thereafter, make an offer to repurchase purchase (an “Asset Sale Offer”) from all Holders of Securities, on a pro rata basis, in accordance with the Notesprocedures set forth in paragraph (d) below, at the maximum principal amount (expressed as a purchase multiple of US$1,000) of Securities that may be purchased with the Excess Proceeds. The offer price as to each Security will be payable in cash in an amount equal to 100% of the principal amount thereof of such Security plus in each case accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstandingrepurchase. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes Securities validly tendered and not withdrawn pursuant to such an Asset Sale Offer is less than the Excess Proceeds, the Company may use the portion of the Excess Proceeds Offernot required to be used to repurchase the Securities for any other purpose not prohibited by this Indenture. If the aggregate principal amount of Notes Securities validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes the Securities to be purchased will be selected by the Trustee on a pro rata basis (subject to applicable DTC proceduresbased upon the principal amount of Securities). Upon completion of such Excess Proceeds Asset Sale Offer, the amount of Available Asset Sale Excess Proceeds shall will be reset to zero. (bd) If Within the Company is required to make time period described in paragraph (c) above for making an Excess Proceeds Asset Sale Offer, the Company shall send, within 30 days following the Reinvestment Date, mail a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only manner provided in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.1.06

Limitation on Certain Asset Sales. (a) The Neither the Company will not, and will not permit nor any of the Restricted its Subsidiaries towill consummate or permit, consummate an directly or indirectly, any Asset Sale unless: Sale, unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such sale or other disposition Asset Sale at least equal to the fair market value thereof (as determined in good faith by Fair Market Value of the Company’s Board of DirectorsProperty subject to such Asset Sale, and evidenced by a Board Resolution); (ii) not less than 75(x), in the case of an Asset Sale of Property constituting Collateral, at least 33% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Temporary Cash Investments and the balance shall be in the form of obligations due no later than two years after the Asset Sale, (y) in the case of an Asset Sale of a Designated Facility, at least 20% of such consideration is in the form of cash equivalents (those equivalents allowed under “or Temporary Cash Investments”, and (z) in the case of all other Asset Sales, at least 50% of the consideration is in the form of cash or Replacement Assets Temporary Cash Investments, (iii) the Company shall cause the Asset Sale Proceeds received in respect of a sale of Property Constituting Collateral to become Collateral as defined below)and when received by the Company or by any Subsidiary, (iv) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided, however, provided that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (ya) any notes or other securities obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 30 days following the closing of such Asset Sale, and (b) in the case of an Asset Sale of Property not constituting Collateral, any Designated Noncash Consideration received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after of its Subsidiaries in such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to this clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) secondthat is at that time outstanding, not to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted exceed $3 million at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, Designated Noncash Consideration being measured at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued received and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall send, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.without giving

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution); (ii) not less than 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 25 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures)basis. Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentmailed; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the Restricted its Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company or such Restricted Subsidiaryits Subsidiaries, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s 's Board of Directors, and evidenced by a Board Resolution); ; (ii) except in the case of the sale, transfer or other disposition of Company-owned stores to franchisees in a business related to the optical business that result in the conversion of such stores to franchised stores, not less than 75% of the consideration received by the Company or such Restricted Subsidiaryits Subsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: applied (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase debt under any then existing Senior Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” Company or any Subsidiary within 360 days 12 months following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, provided that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment Investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofperson) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries or Subsidiary as conducted at the time of such Asset Sale (collectivelySale, “Replacement Assets”), provided, however, PROVIDED that such investment Investment occurs and such Asset Sale Proceeds are so applied within 360 days on or prior to the 365th day following the receipt of such Asset Sale Proceeds (the “"Reinvestment Date”"); and and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 million10,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “"Excess Proceeds Offer”"); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall send, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution); (ii) not less than 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 50 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall send, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will Issuers shall not, and will shall not permit any of the their Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company such Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of DirectorsDirectors of the Company, and evidenced by a Board Resolution); ; (ii) not less than 75% of the consideration received by the Company Issuers or such Restricted Subsidiarytheir Subsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that Investments other than in the amount of (x) any liabilities of case where the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets is undertaking a Permitted Asset Swap; and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company such Issuer or such Restricted Subsidiary are applied: applied (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase debt or to reduce an unused commitment to lend under any then existing Senior Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” Company or any Restricted Subsidiary within 360 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, but only to the extent that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; ; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company or a Restricted Subsidiary elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofPerson) used or useful in businesses similar or ancillary to the business of the Company and the or such Restricted Subsidiaries Subsidiary as conducted at the time of such Asset Sale (collectivelySale, “Replacement Assets”), provided, however, provided that such investment occurs and or the Issuers or a Restricted Subsidiary enter into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following receipt of such Asset Sale Proceeds (the "Reinvestment Date") and Asset Sale Proceeds contractually committed are so applied within 360 270 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”)Proceeds; and and (c) third, if if, on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 million10,000,000, the Company Issuers shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “"Excess Proceeds Offer”"); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is Issuers are required to make an Excess Proceeds Offer, the Company Issuers shall sendmail, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall includestating, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: : (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company Issuers to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; ; (32) the purchase price and the purchase date (the “"Purchase Date”) "), which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentmailed; (3) the instructions, determined by the Issuers, that each Holder must follow in order to have such Notes repurchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). The notice, which shall govern the terms of the Excess Proceeds Offer, shall state: (i) that the Excess Proceeds Offer is being made pursuant to this Section 4.10 and the length of time the Excess Proceeds Offer will remain open; (4ii) the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment will continue to accrue interest; (5iv) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase DateDate and the deposit of the purchase price with the Trustee; (6v) that Holders electing to have a Note purchased pursuant to any Excess 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 CompanyIssuers, a depositorydepositary, if appointed by the CompanyIssuers, or a Paying Agent at the address specified in the notice at least three prior to the close of business on the Business Days before Day preceding the Purchase Date; (7vi) that Holders will be entitled to withdraw their election if the CompanyIssuers, depository depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his its election to have the Note purchased; (8) vii) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and (viii) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the Restricted its Subsidiaries to, consummate an Asset Sale unless: (i) other than a sale of either the Company stock or such Restricted Subsidiaryall or substantially all of the assets of Sunbelt Therapy Management Services, as the case may beInc., receives an Arizona corporation, and its Subsidiaries for consideration at the time of such sale or other disposition (i) which is at least equal to the fair market value thereof (as reasonably determined in good faith by the Company’s 's Board of Directors, and evidenced by a Board Resolution); ; (ii) which does not less than 75% of the consideration received include any assumed liabilities or obligations by the Company or such Restricted the Subsidiary, as the case may be, from such Asset Sale and (iii) at least 90% of which is in the form of cash or cash equivalents (those equivalents i.e., items allowed under “"Temporary Cash Investments”) or Replacement Assets (as defined below"); provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the . Any Asset Sale Proceeds received by the Company or such Restricted Subsidiary are may be applied: (a) first, to the extent the Company elects, or is required, to repay and permanently prepay, repay or purchase existing reduce any outstanding Indebtedness under which was secured by the Senior Credit Facility or Purchase Money Indebtedness assets that ranks pari passu in right of payment with were the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) subject of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied occur within 360 60 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Proceeds. Any Asset Sale Proceeds exceed $50.0 millionthat are not applied as permitted by the preceding sentence shall constitute "Excess Proceeds." If at any time there exist any Excess Proceeds, the Company shall apply offer (an "Excess Proceeds Offer") to purchase from all Holders, pursuant to the procedures set forth in this Indenture, the maximum principal amount equal to of Senior Notes that may be purchased with such Available Asset Sale Excess Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100102% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstandingrepurchase. To the extent that the aggregate principal amount of Senior Notes tendered pursuant to an such Excess Proceeds Offer is less than the Available Asset Sale amount of Excess Proceeds, the Company may use any remaining such portion of the Excess Proceeds that is not used to purchase Senior Notes so tendered for any purpose general corporate purposes not otherwise prohibited by inconsistent with the Senior Notes or this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Senior Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or pursuant to the extent the Company elects to make a Pari Passu such Excess Proceeds Offer, exceeds Offer is more than the Notes’ pro rata share amount of such Available Asset Sale the Excess Proceeds, then the Senior Notes to be purchased tendered will be selected repurchased on a pro rata basis (subject to applicable DTC procedures)or by such other method as the Trustee shall deem fair and appropriate. Upon the completion of any Excess Proceeds Offer and the closing of any repurchase of Senior Notes tendered pursuant to such Excess Proceeds Offer, the amount of Available Asset Sale Excess Proceeds shall be reset deemed to be zero. (b) . If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Datedate on which the Company receives any Excess Proceeds, a notice to the Holders with a copy to holders of the Trustee which shall includeSenior Notes stating, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: : (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders holders have the right to require the Company to apply the Available Asset Sale Excess Proceeds to repurchase such Senior Notes at a purchase price in cash equal to 100102% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; ; (32) the purchase price and the purchase date (the “Purchase Date”) date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; mailed; (43) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess Proceeds Offer will be required to surrender the Noteinstructions, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company, a depository, if appointed determined by the Company, that each holder of Senior Notes must follow in order to have such Senior Notes repurchased; and (4) the calculations used in determining the In the event of the transfer of substantially all (but not all) of the assets of the Company or any Subsidiary of the Company or substantially all (but not all) of the assets of any division or line of business of the Company or any Subsidiary of the Company as an entirety to a Paying Agent at Person in a transaction or series of related transactions permitted under Section 5.1 hereof, the address specified in successor corporation shall be deemed to have sold the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if assets of the Company, depository the Subsidiary or Paying Agentthe division or line of business, as the case may be, receivesnot so transferred for purposes of this covenant, not later than and shall comply with the expiration 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 assets of the Offer Period, a facsimile transmission or letter setting forth the name of the HolderCompany, the principal amount Subsidiary or the division or line of business, as the Note the Holder delivered case may be, deemed to be sold shall be deemed to be Asset Sale Proceeds for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion purposes of the Notes surrendered; (9) whether the Company is also making a Pari Passu this covenant. Any Excess Proceeds Offer and to will be made in substantially the extent the Company is also making such same manner as a Pari Passu Excess Proceeds Offer the aggregate principal amount Change of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Control Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce comply with the results requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to an Excess Proceeds Offer on the Purchase DateOffer.

Limitation on Certain Asset Sales. (a) The Company will shall not, and will shall not permit any of the Restricted Subsidiaries Subsidiary to, consummate an engage in any Asset Sale unless: unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution); (ii) not less than 75% of the consideration received by the Company or such Restricted SubsidiarySubsidiary for such Asset Sale is not less than the fair market value of the assets sold (as determined by the Board of Directors of the Company, as whose good faith determination will be conclusive, and evidenced by a resolution of the case may be, is Board of Directors) and (ii) the consideration received by the Company or the relevant Restricted Subsidiary in the form respect of such Asset Sale consists of at least 75% cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below)Equivalents; provided, however, provided that the amount of (x) any liabilities (as shown on the most recent balance sheet of the Company or such Restricted Subsidiary) of the Company or any of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the Securities or any guarantee thereof) that are assumed by the transferee of any such assets and for which pursuant to a customary novation agreement that releases the Company and its Restricted Subsidiaries are released, including any or such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee from further liability and (y) any securities, notes or other securities obligations received by the Company or any such Restricted Subsidiary which from such transferee that are promptly converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: into cash or Cash Equivalents (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance cash or Cash Equivalents received), shall be deemed to be cash or Cash Equivalents, as the case may be, for purposes of this provision. (b) If the Company or any Restricted Subsidiary engages in an Asset Sale Sale, the Company may, at its option, within 360 days after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds after application as described above, to the extent permanent reduction of amounts outstanding under the Company elects, New Credit Facility or to an investment in assets (including Capital Stock or the repayment of other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary Senior Debt of the Company or a Restricted Subsidiary or (ii) invest (or enter into a legally binding agreement to invest or cause a Restricted Subsidiary to invest or enter into such agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that would constitute a Permitted Investment under were the subject of the Asset Sale or in properties and assets that will be used in businesses of the Company or its Restricted Subsidiaries, as the case may be, as such businesses are conducted prior to such Asset Sale. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 360 days of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (vi) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Notwithstanding clause (ii) of the definition thereof) used or useful in businesses similar or ancillary to the business of immediately preceding paragraph, if the Company and or a Restricted Subsidiary engages in an Asset Sale of Designated Assets within 365 days after the Closing Date, the Company or the relevant Restricted Subsidiaries as conducted at the time Subsidiary shall be required to receive, with respect to consideration of up to $11,000,000 received in respect of such Asset Sale (collectivelyof Designated Assets, “Replacement Assets”)25% of such consideration in the form of cash and Cash Equivalents and, providedwith respect to consideration, howeverif any, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt in excess of $11,000,000 received in respect of such Asset Sale of Designated Assets, 75% of such consideration in the form of cash and Cash Equivalents. The amount of such Net Cash Proceeds (the “Reinvestment Date”); andnot so used as set forth above in this paragraph constitutes "Excess Proceeds." (c) third, if on When the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale aggregate amount of Excess Proceeds exceed exceeds $50.0 million5,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to shall, within 30 days thereafter, make an offer to repurchase purchase (an "Asset Sale Offer") from all Holders of Securities and Additional Securities, if any, on a pro rata basis, in accordance with the Notesprocedures set forth in paragraph (d) below, at the maximum principal amount (expressed as a purchase multiple of $1,000) of Securities and Additional Securities, if any, that may be purchased with the Excess Proceeds. The offer price as to each Security will be payable in cash in an amount equal to 100% of the principal amount thereof of such Security, plus in each case accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstandingrepurchase. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall send, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); Securities and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will Trust shall not, and will shall not permit any of the Restricted Subsidiaries Subsidiary to, consummate an engage in any Asset Sale unless: (i) the Company consideration received by the Trust or such Restricted Subsidiary, as the case may be, receives consideration at the time of Subsidiary for such sale or other disposition Asset Sale is at least equal to the fair market value thereof of the assets and properties sold or otherwise disposed of (as determined in good faith by the Company’s Board of Directors, whose good faith determination will be conclusive, and evidenced by a resolution of the Board Resolutionof Directors);; and (ii) not less than 75% of the consideration received by the Company Trust or the relevant Restricted Subsidiary in respect of such Restricted SubsidiaryAsset Sale is either (A) cash, as the case may beCash Equivalents, is in the form of cash Liquid Securities or cash equivalents Exchanged Properties (those equivalents allowed under collectively, “Temporary Cash InvestmentsPermitted Consideration”) or Replacement Assets (as defined below); provided, however, B) the property or assets received that the amount do not constitute Permitted Consideration have an aggregate fair market value of (x) any liabilities no more than 10% of the Company Trust’s Adjusted Consolidated Net Tangible Assets. (b) If the Trust or any Restricted Subsidiaries that are assumed by Subsidiary engages in an Asset Sale, the transferee of such assets and for which the Company and Trust may, at its Restricted Subsidiaries are releasedoption, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 365 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are appliedSale: (ai) first, apply all or a portion of the Net Cash Proceeds to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness permanent reduction of amounts outstanding under the Senior Credit Facility Secured Group Facilities or Purchase Money to the repayment of any other Indebtedness of the Trust or a Restricted Subsidiary that ranks pari passu in right of payment with the Notes solely to Debt Securities; (ii) invest all or a portion of such Net Cash Proceeds in the extent that such Oil and Gas Business of the Trust and the Restricted Subsidiaries; or (iii) make an Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted Offer pursuant to clause (ivc) below. The amount of Net Cash Proceeds from all Asset Sale after the Closing Date not used for one of the definition of purposes described in clause (i) or (ii) will constitute “Permitted Liens” within 360 days following Excess Proceeds”. If at any time any non-cash consideration received by the receipt of the Asset Sale Proceeds from Trust or any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased Restricted Subsidiary in connection with the acquisition any Asset Sale is converted into or sold or otherwise disposed of Capital Stock for cash (other than interest received with respect to any such non-cash consideration), then such conversion or property disposition shall be deemed to constitute an Asset Sale for purposes of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company this Section 6.11 and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Net Cash Proceeds are so thereof shall be applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); andin accordance with this Section 6.11. (c) third, if on On any day when the Reinvestment Date with respect to any Asset Saleaggregate amount of Excess Proceeds exceeds $25,000,000, the Available Asset Sale Proceeds exceed $50.0 millionTrust shall, the Company shall apply an amount equal to such Available Asset Sale Proceeds to within 30 days thereafter, make an offer to repurchase purchase (an “Asset Sale Offer”) from all Debtholders, on a pro rata basis, in accordance with the Notesprocedures set forth in paragraph (d) below, at the maximum principal amount (expressed as a purchase multiple of $1,000) of Debt Securities that may be purchased with the Excess Proceeds. The offer price as to each Debt Security will be payable in cash in an amount equal to 100% of the principal amount thereof of such Debt Security plus in each case accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstandingrepurchase. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes Debt Securities validly tendered and not withdrawn pursuant to such an Asset Sale Offer is less than the Excess Proceeds, the Trust may use the portion of the Excess Proceeds Offernot required to be used to repurchase the Debt Securities for any other purpose not prohibited by this Indenture. If the aggregate principal amount of Notes Debt Securities validly tendered and not withdrawn by holders Debtholders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes the Debt Securities to be purchased will be selected by the Indenture Trustee on a pro rata basis (subject to applicable DTC proceduresbased upon the principal amount of Debt Securities). Upon completion of such Excess Proceeds Asset Sale Offer, the amount of Available Asset Sale Excess Proceeds shall will be reset to zero. (bd) If Within the Company is required to make time period described in paragraph (c) above for making an Excess Proceeds Asset Sale Offer, the Company Trust shall send, within 30 days following the Reinvestment Date, mail a notice to each Debtholder in the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow manner provided in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also stateSection 13.2 stating: (1i) that the Excess Proceeds Asset Sale Offer is being made pursuant to the provisions of Section 6.11 of this Section 4.13 Indenture and that all Debt Securities duly and timely tendered shall be accepted for payment (except, as provided above, if the aggregate principal amount as the case may be, of the Debt Securities exceeds the amount of Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”Proceeds); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3ii) the purchase price and the purchase date (the “Asset Sale Purchase Date”) ), which date shall be no earlier than 30 days and not nor later than 60 days from the date such notice is sentmailed; (4iii) that any Note Debt Securities not tendered or accepted for payment will shall continue to accrue interest; (5iv) that any Note that, unless the Trust defaults in the payment of the purchase price, all Debt Securities accepted for payment pursuant to the Excess Proceeds Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Purchase Date; (6v) that Holders Debtholders electing to have a Note any Debt Securities purchased pursuant to any Excess Proceeds an Asset Sale Offer will shall be required to surrender the NoteDebt Securities, together with such other forms or documents, if any, described in the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completednotice, to the Company, a depository, if appointed by the Company, or a Paying Agent Indenture Trustee at the address specified in the notice at least three prior to the close of business on the third Business Days before Day preceding the Asset Sale Purchase Date; (7vi) that Holders will Debtholders shall be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, Indenture Trustee receives, not later than the expiration close of business on the Offer Periodsecond Business Day preceding the Asset Sale Purchase Date, a facsimile transmission or letter setting forth the name of the HolderDebtholder, the principal amount of the Note the Holder Debt Securities delivered for purchase purchase, and a statement that such Holder Debtholder is withdrawing his election to have the Note such Debt Securities purchased; (8) vii) that Holders Debtholders whose Notes were Debt Securities are being purchased only in part will shall be issued new Notes Debt Securities equal in principal amount to the unpurchased portion of the Notes Debt Securities surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and , which unpurchased portion must be equal to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate $1,000 in principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto)or an integral multiple thereof; and (10viii) that, if any other procedures that the aggregate principal amount Debtholders of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or Debt Securities must follow in order to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Datetheir Debt Securities.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit Neither the Issuers nor any of the Restricted their Subsidiaries towill consummate or permit, consummate an directly or indirectly, any Asset Sale unless: Sale, unless (i) the Company such Issuers or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such sale or other disposition Asset Sale at least equal to the fair market value thereof (as determined in good faith by of the Company’s Board of DirectorsProperty subject to such Asset Sale, and evidenced by a Board Resolution); (ii) not less than in the case of all Asset Sales, at least 75% of the consideration received by the Company such Issuer or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”, and (iii) no Default or Replacement Assets Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale; provided that (as defined below); provided, however, that a) the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities obligations received by the Company such Issuer or any such Restricted Subsidiary which from such transferee that are converted by such Issuer or such Subsidiary into cash within 180 days after such Asset Sale (to the extent of the cash received) within 90 days following the closing of such Asset Sale and (b) any Designated Noncash Consideration received by such Issuer or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, less the amount of cash or Temporary Cash Investments received by Issuers or any of their Subsidiaries in connection with a subsequent sale of any such Designated Noncash Consideration, not exceeding $5 million at the time of the receipt of such Designated Noncash Consideration (measured at the time received and without giving effect to subsequent changes in value) shall be deemed to be cash for purposes of clause (ii) of this provision; and (iii) the . With respect to any Asset Sale Proceeds received related to Collateral in the form of cash or Temporary Cash Investments (including cash collected on any notes), and any Insurance Proceeds or Condemnation Proceeds on account of any separate loss of any Collateral of the Issuers or their Subsidiaries in excess of $5 million which are not applied to the repair, rebuilding, restoration or replacement of the Collateral affected by the Company or subject Loss Event (in any such Restricted Subsidiary are applied: case, the “Collateral Proceeds Amount”), the Issuers shall (ai) first, to the extent the Company electsIssuers elect, or is requiredapply the Collateral Proceeds Amount to acquire Property (provided that, to permanently prepay, repay or purchase existing Indebtedness in the case of an Asset Sale of Property constituting Collateral under the Senior Credit Facility Collateral Agreement, the Issuers shall cause such Property to become Collateral under the Collateral Agreement as and when received by the Issuers or Purchase Money Indebtedness by any of its Subsidiaries), that ranks pari passu is useful in right any business in which the Issuers are permitted to be engaged within 365 days from the later of payment with the Notes solely date of such Asset Sale or the receipt of such Collateral Proceeds Amount (or become contractually bound to do so); or (ii) to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant permitted under Section 9.2.23 of the Credit Agreement as in effect on the Effective Date, make an offer (a “Collateral Proceeds Offer”) for up to a Lien granted pursuant to clause maximum principal amount (ivexpressed as an integral multiple of $1,000) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount Senior Notes equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Collateral Proceeds after application as described above, Amount to the extent the Company elects, to an investment balance of such Collateral Proceeds Amount after application in assets (including Capital Stock or other securities purchased in connection accordance with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (vi) is in excess of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, 1 million at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest thereon, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price purchase in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment accordance with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by procedures set forth in this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness Senior Notes tendered pursuant to a Pari Passu Excess such Collateral Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceedsthe Collateral Proceeds Amount, the Company shall Issuers may use such remaining Available Asset Sale portion of the Collateral Proceeds Amount that is not used to purchase any Senior Notes validly tendered and for general corporate purposes not withdrawn pursuant to such Excess Proceeds Offerinconsistent with the Senior Notes or this Indenture. If the aggregate principal amount of the Senior Notes validly tendered and not withdrawn by holders thereof exceeds pursuant to such Collateral Proceeds Offer is more than the Available Asset Sale Collateral Proceeds or to Amount, the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Senior Notes to be purchased tendered will be selected repurchased on a pro rata basis (subject to applicable DTC procedures)or by such other method as the Trustee shall deem fair and appropriate. Upon the completion of any Collateral Proceeds Offer and the closing of any repurchase of Senior Notes tendered pursuant to such Excess Collateral Proceeds Offer, the amount of Available Collateral Proceeds Amount shall be deemed to be zero. Pending their use as hereinabove prescribed, all Asset Sale Proceeds from Asset Sales of Property constituting Collateral, Insurance Proceeds and Condemnation Proceeds from Loss Events and non-cash consideration from Asset Sales of Property constituting Collateral, including all Collateral Proceeds Amounts, shall be reset to zero. (b) applied as provided for under the Collateral Documents. If the Company is Issuers are required to make an Excess a Collateral Proceeds Offer, the Company Issuers shall sendmail, within 30 days following the Reinvestment Datedate on which the Issuers receive any Collateral Proceeds Amounts, a notice to the Holders with a copy to holders of the Trustee which shall includeSenior Notes stating, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: : (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders holders have the right to require the Company Issuers to apply the Available Asset Sale Collateral Proceeds Amount to repurchase such Senior Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; ; (32) the purchase price and the purchase date (the “Purchase Date”) date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; mailed; (3) the instructions, determined by the Issuers, that each holder of Senior Notes must follow in order to have such Senior Notes repurchased; and (4) that any Note not tendered or accepted for payment will continue the calculations used in determining the Collateral Proceeds Amount to accrue interest; (5) that any Note accepted for payment pursuant be applied to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess Proceeds Offer repurchase of such Senior Notes. The Issuers will be required to surrender the Note, comply with the form entitled “Option requirements of Holder to Elect Purchase” on Rule 14e-1 under the reverse of the Note completed, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase Exchange Act and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the Company is also making such a Pari Passu Excess Proceeds Offer prepayment, repayment, redemption or the aggregate principal amount repurchase of Senior Notes and such pari passu Indebtedness which may be purchased by with the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to as required herein. To the extent that the Company elects to make a Pari Passu Excess Proceeds Offerprovisions of any securities laws or regulations conflict with provisions of this covenant, the Notes’ pro rata share of such Available Asset Sale Proceeds, Issuers will comply with the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may applicable securities laws and regulations and will not be deemed appropriate to have breached its obligations under this covenant by the Company so that only Notes in denominations of $2,000 and integral multiples of $1,000 virtue thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will shall not, and will shall not permit any of the its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company or such its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s 's Board of 58 Directors, and evidenced by a Board Resolution); ; (ii) not less than 75% of the consideration received by the Company or such Restricted Subsidiaryits Subsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that Investments other than in the amount of (x) any liabilities of case where the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received exchanging assets held by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after for assets held by another Person; provided that any Investment received in such Asset Sale exchange would be permitted under clause (to the extent of cash receivedB) shall be deemed to be cash for purposes of this provisionbelow; and and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: applied (aA) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase any then existing Senior Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” Company or any Restricted Subsidiary within 360 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, provided that any such repayment shall result in a permanent reduction of the commitments commitments, if any, thereunder in an amount equal to the principal amount so repaid; ; (bB) second, to repurchase the Existing Notes within 270 days following the receipt of the Asset Sale Proceeds from any Asset Sale, tendered pursuant to the offer to repurchase required under the terms of the Existing Indentures, to the extent such repurchase is required prior to the Notes under the terms of the Existing Indentures; (C) third, to the extent of the balance of Asset Sale Proceeds after application as described in clauses (A) and (B) above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary reasonably related to the business of the Company and the or Restricted Subsidiaries Subsidiary as conducted at on the time Issue Date (either directly or indirectly through the purchase of Capital Stock or other securities of a Person holding such assets), provided that such investment occurs or the Company or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following receipt of such Asset Sale Proceeds (collectively, “Replacement Assets”), provided, however, that such investment occurs the "Reinvestment Date") and such Asset Sale Proceeds contractually committed are so applied within 360 270 days following the receipt of such Asset Sale Proceeds Proceeds; and (the “Reinvestment Date”); and (cD) thirdfourth, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 million25,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the NotesNotes and any other senior subordinated securities of the Company then outstanding (other than the Existing Notes that were the subject of an offer to purchase pursuant to clause (B) above), pro rata, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “"Excess Proceeds Offer”"); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to If an Excess Proceeds Offer is less than the Available Asset Sale Proceedsnot fully subscribed, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To retain the extent that the aggregate principal amount portion of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or not required to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the repurchase Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero.59 (b) If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 4.15 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “"Offer Period”"); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes and any other senior subordinated securities of the Company then outstanding (other than the Existing Notes that were the subject of an offer to purchase pursuant to clause (B) above), pro rata, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentmailed (the "Purchase Date"); (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depositorydepositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository Depositary or Paying Agent, as the case may be, receives, not later than the expiration 60 of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and 1,000, or integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, ; and (9) that Holders whose Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the were purchased only in part will be issued new Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any the unpurchased portion of the Note Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will shall not, and will shall not permit any of the Restricted Subsidiaries Subsidiary to, consummate an engage in any Asset Sale unless: unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution); (ii) not less than 75% of the consideration received by the Company or such Restricted SubsidiarySubsidiary for such Asset Sale is not less than the fair market value of the assets sold (as determined by the Board of Directors of the Company, whose good faith determination will be conclusive) and (ii) the consideration received by the Company or the relevant Restricted Subsidiary in respect of such Asset Sale consists of at least 85% (A) cash or cash equivalents or (B) the assumption by the transferee of Debt of the Company or a Restricted Subsidiary ranked pari passu with the Securities and release of the Company or such Restricted Subsidiary from all liability on such Debt, or a combination of the foregoing. (b) If the Company or any Restricted Subsidiary engages in an Asset Sale, the Company may, at its option, within 270 days after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of the amounts outstanding under the Revolving Credit Facility or other credit facility referred to in clause (i) of the definition of Permitted Debt or to the repayment of other senior Debt of the Company or a Restricted Subsidiary or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that shall be used in businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Closing Date. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 270 days of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in the form of cash or cash equivalents clause (those equivalents allowed under “Temporary Cash Investments”b)(i) or Replacement Assets (as defined belowb)(ii) (without regard to the parenthetical contained in such clause (b)(ii); provided, however, that the ) above. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph (xb) any liabilities constitutes "Excess Proceeds". (c) When the aggregate amount of Excess Proceeds $5,000,000, the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are releasedshall, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and within 30 days thereafter, make an offer to purchase (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such an "Asset Sale (to Offer") from all Holders and from the extent holders of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) firstany Pari Passu Debt, to the extent required by the Company electsterms thereof, or is requiredon a pro rata basis, to permanently prepay, repay or purchase existing Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment accordance with the Notes solely to procedures set forth in this Indenture or the extent that agreements governing any such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to Pari Passu Debt, the maximum principal amount (expressed as a Lien granted pursuant to clause (ivmultiple of $1,000) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that Securities and any such repayment Pari Passu Debt that may be 87 76 purchased with the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt shall result be payable in a permanent reduction of the commitments thereunder cash in an amount equal to (solely in the principal amount so repaid; (b) second, to the extent case of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (vSecurities) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof of such Security and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstandingrepurchase. To the extent that the aggregate principal amount of Notes Securities and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer exceeds proceeds offer is less than the Available Asset Sale Excess Proceeds, the Company may use any remaining the portion of the Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To required to be used to repurchase the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Securities and such Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds OfferDebt for general corporate purposes. If the aggregate principal amount of Notes Securities and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to Excess Proceeds, the extent the Company elects to make a Securities and any such Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes Debt to be purchased will shall be selected on a pro rata basis (subject to applicable DTC proceduresbased upon the principal amount of Securities and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of such Excess Proceeds Offeroffer to purchase, the amount of Available Asset Sale Excess Proceeds shall be reset to zero. (bd) If Within the Company is required to make time period described in (c) above for making an Excess Proceeds Asset Sale Offer, the Company shall send, within 30 days following the Reinvestment Date, mail a notice to each Holder in the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow manner provided in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: Section 106 stating: (1) that the Excess Proceeds Asset Sale Offer is being made pursuant to the provisions of Section 1013 of this Section 4.13 Indenture and that all Securities duly and timely tendered shall be accepted for payment (except, as provided above, if the aggregate principal amount as the case may be, of the Securities and any Pari Passu Debt surrendered exceeds the amount of Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”Proceeds); ; (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “"Asset Sale Purchase Date”) "), which date shall be no earlier than 30 days and not nor later than 60 days from the date such notice is sent; mailed; (43) that any Note Securities not tendered or accepted for payment will shall continue to accrue interest; ; (54) that any Note that, unless the Company defaults in the payment of the purchase price, all Securities accepted for payment pursuant to the Excess Proceeds Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Purchase Date; ; (65) that Holders electing to have a Note any Securities purchased pursuant to any Excess Proceeds an Asset Sale Offer will shall be required to surrender the NoteSecurities, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Securities completed, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three prior to the close of business on the third Business Days before Day preceding the Asset Sale Purchase Date; ; (76) that Holders will shall be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, Agent receives, not later than the expiration close of business on the Offer Periodsecond Business Day preceding the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder Securities delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have the Note such Securities purchased; ; (8) 7) that Holders whose Notes were Securities are being purchased only in part will shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered; , which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; (8) any other procedures that the Holders of Securities must follow in order to tender their Securities; and (9) whether the Company is also making a Pari Passu Excess Proceeds Offer circumstances and to the extent the Company is also making relevant facts regarding such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased)Sale. On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.88 77

Limitation on Certain Asset Sales. (a) The Company Xxxxxx Xxxxx will not, and will not permit any of the its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company Xxxxxx Xxxxx or such its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined for Asset Sales other than eminent domain, condemnation or similar government proceedings in good faith by the Company’s Xxxxxx Xxxxx'x Board of Directors, and evidenced by a Board Resolutionboard resolution); ; (ii) not less than 7585% of the consideration received by the Company Xxxxxx Xxxxx or such Restricted Subsidiaryits Subsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company Xxxxxx Xxxxx or such Restricted Subsidiary are applied: applied (a) first, to the extent the Company Xxxxxx Xxxxx or such Restricted Subsidiaries elects, or is required, to permanently prepay, repay or purchase debt under any then existing Senior Indebtedness under the Senior Credit Facility of Xxxxxx Xxxxx or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” any Restricted Subsidiary within 360 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company Xxxxxx Xxxxx or such Restricted Subsidiary elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofPerson) used or useful in businesses similar or ancillary to the business of the Company and the Xxxxxx Xxxxx or a Restricted Subsidiaries Subsidiary as conducted at the time of such Asset Sale (collectivelySale, “Replacement Assets”), provided, however, provided that such investment occurs and or Xxxxxx Xxxxx or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following receipt of such Asset Sale Proceeds (the "Reinvestment Date") and Asset Sale Proceeds contractually committed are so applied within 360 270 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”)Proceeds; and and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 10 million, the Company Xxxxxx Xxxxx or such Restricted Subsidiary, as applicable, shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, or any Indebtedness ranking pari passu with the Notes with respect to Indebtedness of ---- ----- the Issuer or the relevant Guarantee with respect to Indebtedness of a Guarantor, which Indebtedness contains similar provisions requiring Xxxxxx Xxxxx or a Restricted Subsidiary to repurchase such Indebtedness, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “"Excess Proceeds Offer”"); provided, however, that the Company may, at the time that it makes prior to making any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if anyXxxxxx Xxxxx or such Restricted Subsidiary may, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and extent required pursuant to the extent terms of Indebtedness outstanding as of the Company so elects Issue Date, offer to make use such Available Asset Sale Proceeds to repurchase and use all or a Pari Passu Excess portion of such Available Asset Sale Proceeds Offer, Notes and to repurchase such pari passu Indebtedness shall be purchased pursuant to such Indebtedness. If an Excess Proceeds Offer and Pari Passu Excess is not fully subscribed, Xxxxxx Xxxxx or such Restricted Subsidiary may retain the portion of the Available Asset Sale Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such not required to repurchase Notes and pari passu Indebtedness then outstandingfor general corporate purposes. To the extent that If the aggregate principal amount of Notes tendered pursuant to an such Excess Proceeds Offer is less more than the amount of the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness Notes tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected repurchased on a pro rata basis (subject to applicable DTC procedures). Upon completion of or by such Excess Proceeds Offer, other method as the amount of Available Asset Sale Proceeds Trustee shall be reset to zerodeem fair and appropriate. (b) If the Company Issuer is required to make an Excess Proceeds Offer, the Company Issuer shall sendmail, within 30 days following the Reinvestment Date (or within 120 days following the Reinvestment Date if Xxxxxx Xxxxx or a Restricted Subsidiary is required to make an offer to purchase Indebtedness (other than the Notes) outstanding as of the Issue Date), a notice to the Holders with a copy to the Trustee which shall includestating, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: : (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company Xxxxxx Xxxxx to apply apply, or cause a Restricted Subsidiary to apply, the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; ; (32) the purchase price and the purchase date (the “"Purchase Date”) "), which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentmailed; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of DirectorsDirectors of the Company, and evidenced by a Board Resolution); (ii2) not less than 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) Equivalents and/or a controlling interest in a Person whose assets are useful to the Company, or Replacement Assets (as defined below)any combination thereof, except to the extent to which the Company is undertaking a Permitted Asset Swap; provided, however, provided that the amount of of (xA) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any of its Restricted Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provisionclause (2); and (iiiB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly 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 clause (2); and (3) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company or any such Restricted Subsidiary, as the case may be, elects, or is required, to permanently prepay, prepay or repay or purchase existing any Indebtedness under the any Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, provided that any such repayment shall must result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property Property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofPerson) used or useful in businesses similar reasonably related, ancillary or ancillary complementary to the business of the Company and the or any such Restricted Subsidiaries Subsidiary as conducted at on the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, Issue Date; provided that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”)Proceeds; and (c) third, if on the Reinvestment Date such 360th day with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 10 million, the Company shall apply an amount equal to such the Available Asset Sale Proceeds to an offer to repurchase the NotesNotes and all other Indebtedness of the Company ranking equal in seniority containing provisions substantially similar to those set forth in this Indenture regarding offers to purchase or redeem with Asset Sale Proceeds, in each case, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and but unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes date (a “Pari Passu an "Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding"). To the extent that the aggregate principal amount of Notes tendered pursuant to If an Excess Proceeds Offer is less than not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes and such Indebtedness ranking equal in seniority. Pending the final application of any Asset Sale Proceeds, the Company or such Restricted Subsidiary may use any remaining Excess Proceeds for any purpose not temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than invest such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zeroin Cash Equivalents. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall send, within 30 45 days following the Reinvestment Date, date specified in subparagraph (a)(3)(c) above (i) cause a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds OfferOffer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and (ii) mail a notice of the Excess Proceeds Offer to the Trustee and the Holders. Such notice shall be sent by first-class mail, postage prepaid, to the Trustee and to each Noteholder, at the address appearing in the register maintained by the Registrar of the Notes, and shall also state: (1i) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”)4.08; (2ii) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 45 days and not later than 60 days from the date such notice is sentmailed (the "Excess Proceeds Payment Date"); (4iii) that any Note not tendered or accepted for payment will continue to accrue interest; (5iv) that any Note Notes accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Excess Proceeds Payment Date; (6v) that Holders electing accepting the offer to have a Note their Notes purchased pursuant to any an Excess Proceeds Offer will be required to surrender the NoteNotes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three prior to the close of business on the Business Days before Day preceding the Purchase Excess Proceeds Payment Date; (7vi) that Holders will be entitled to withdraw their election acceptance of the Excess Proceeds Offer if the Company, depository or Paying Agent, as the case may be, Agent receives, not later than the expiration close of business on the Offer Periodthird Business Day preceding the Excess Proceeds Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder Notes delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have the Note such Notes purchased; (8) vii) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu amount of Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and 1,000 or integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, ; (viii) that Holders whose Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the are being purchased only in part will be issued new Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any the unpurchased portion of the Notes surrendered, provided that each Note surrendered. Any purchased and each such new Note not so accepted issued shall be promptly mailed or delivered by in an original principal amount in denominations of $1,000 and integral multiples thereof; (ix) the Company calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the purchase of such Notes; (x) any other procedures that a Holder thereof. The Company will publicly announce the results of the must follow to accept an Excess Proceeds Offer on or effect withdrawal of such acceptance; and (xi) the Purchase Datename and address of the Paying Agent.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of DirectorsDirectors of the Company, and evidenced by a Board Resolution); (ii2) not less than 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) Equivalents and/or a controlling interest in a Person whose assets are useful to the Company, or Replacement Assets (as defined below)any combination thereof, except to the extent to which the Company is undertaking a Permitted Asset Swap; provided, however, provided that the amount of -------- (xa) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any of its Restricted Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provisionclause (2); and (iiib) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly 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 clause (2); and (3) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company or any such Restricted Subsidiary, as the case may be, elects, or is required, to permanently prepay, repay or purchase indebtedness under any then existing Senior Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” Company or any such Restricted Subsidiary within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, provided that any such repayment shall result in a -------- permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property Property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofPerson) used or useful in businesses similar reasonably related, ancillary or ancillary complementary to the business of the Company and the or any such Restricted Subsidiaries Subsidiary as conducted at on the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, Issue Date; provided that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the -------- receipt of such Asset Sale Proceeds (the “Reinvestment Date”)Proceeds; and (c) third, if on the Reinvestment Date such 360th day with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 10 million, the Company shall apply an amount equal to such the Available Asset Sale Proceeds to an offer to repurchase the NotesNotes and all other pari passu Indebtedness of ---- ----- the Company containing provisions substantially similar to those set forth in this Indenture regarding offers to purchase or redeem with Asset Sale Proceeds, in each case, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date of repurchase (an “"Excess Proceeds Offer”"); provided. If an Excess Proceeds Offer is not fully subscribed, however, that the Company may, at may retain the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% portion of the outstanding principal amount thereof plus accrued and unpaid interest, if any, Available Asset Sale Proceeds not required to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, repurchase Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on Indebtedness. ---- ----- Pending the aggregate principal amount final application of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available any Asset Sale Proceeds, the Company or such Restricted Subsidiary may use any remaining Excess Proceeds for any purpose not temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than invest such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zeroin Cash Equivalents. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall send, within 30 45 days following the Reinvestment Date, date specified in subparagraph (a)(3)(c) above (i) cause a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds OfferOffer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and (ii) mail a notice of the Excess Proceeds Offer to the Trustee and the Holders. Such notice shall be sent by first-class mail, postage prepaid, to the Trustee and to each Noteholder, at the address appearing in the register maintained by the Registrar of the Notes, and shall also state: (1i) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”)4.09; (2ii) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 45 days and not later than 60 days from the date such notice is sentmailed (the "Excess Proceeds Payment Date"); (4iii) that any Note not tendered or accepted for payment will continue to accrue interest; (5iv) that any Note Notes accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Excess Proceeds Payment Date; (6v) that Holders electing accepting the offer to have a Note their Notes purchased pursuant to any an Excess Proceeds Offer will be required to surrender the NoteNotes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three prior to the close of business on the Business Days before Day preceding the Purchase Excess Proceeds Payment Date; (7vi) that Holders will be entitled to withdraw their election acceptance of the Excess Proceeds Offer if the Company, depository or Paying Agent, as the case may be, Agent receives, not later than the expiration close of business on the Offer Periodthird Business Day preceding the Excess Proceeds Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder Notes delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have the Note such Notes purchased; (8) vii) that if the aggregate principal amount of Notes surrendered by Holders exceeds the amount of Excess Proceeds, Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be -------- deemed appropriate by the Company so that only Notes in denominations of $1,000 or integral multiples thereof, shall be purchased); (viii) that Holders whose Notes were are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchased and -------- each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof; (9ix) whether the Company is also making calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the purchase of such Notes; (x) any other procedures that a Pari Passu Holder must follow to accept an Excess Proceeds Offer and to the extent the Company is also making or effect withdrawal of such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto)acceptance; and (10xi) that, if the aggregate principal amount name and address of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase DateAgent.

Limitation on Certain Asset Sales. (a) The Company will Issuers shall not, and will shall not permit any of the their Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company such Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of DirectorsDirectors of the Company, and evidenced by a Board Resolution); ; (ii) not less than 75% of the consideration received by the Company Issuers or such Restricted Subsidiarytheir Subsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that Investments other than in the amount of (x) any liabilities of case where the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets is undertaking a Permitted Asset Swap; and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company such Issuer or such Restricted Subsidiary are applied: applied (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase debt or to reduce an unused commitment to lend under any then existing Senior Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” Company or any Restricted Subsidiary within 360 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, but only to the extent that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; ; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company or a Restricted Subsidiary elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofPerson) used or useful in businesses similar or ancillary to the business of the Company and the or such Restricted Subsidiaries Subsidiary as conducted at the time of such Asset Sale (collectivelySale, “Replacement Assets”), provided, however, provided that such investment occurs and or the Issuers or a Restricted Subsidiary enter into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following receipt of such Asset Sale Proceeds (the "Reinvestment Date") and Asset Sale Proceeds contractually committed are so applied within 360 270 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”)Proceeds; and and (c) third, if if, on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 million10,000,000, the Company Issuers shall apply an amount equal to such Available Asset Sale Proceeds, first, to 63 -55- an offer to repurchase the Series A/B Notes, if any are outstanding, in accordance with the terms of the Series A/B Indenture (as in effect on the Issue Date) (the "Series A/B Asset Sale Offer") and second, in event that any Available Asset Sale Proceeds are not applied to a Series A/B Asset Sale Offer, to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “"Excess Proceeds Offer”"); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is Issuers are required to make an Excess Proceeds Offer, the Company Issuers shall sendmail, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall includestating, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: : (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company Issuers to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; ; (32) the purchase price and the purchase date (the “"Purchase Date”) "), which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentmailed; (3) the instructions, determined by the Issuers, that each Holder must follow in order to have such Notes repurchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). The notice, which shall govern the terms of the Excess Proceeds Offer, shall state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.10 and the length of time the Excess Proceeds Offer will remain open; (42) the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment will continue to accrue interest; (54) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase DateDate and the deposit of the purchase price with the Trustee; (65) that Holders electing to have a Note purchased pursuant to any Excess 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 CompanyIssuers, a depositorydepositary, if appointed by the Company64 -56- Issuers, or a Paying Agent at the address specified in the notice at least three prior to the close of business on the Business Days before Day preceding the Purchase Date; (76) that Holders will be entitled to withdraw their election if the CompanyIssuers, depository depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his its election to have the Note purchased; (7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the Restricted its Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as reasonably determined for Asset Sales in excess of $1 million in good faith by the Company’s its Board of Directors, and evidenced by a Board Resolution); ; (ii) not less than 75% of the consideration received by the Company or such Restricted the Subsidiary, as the case may be, from such Asset Sale is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, provided that the amount of (xA) any liabilities (as shown on the Company's or a Subsidiary's most recent balance sheet) of the Company or a Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Restricted Subsidiaries Guarantee thereof) that are assumed by the transferee of any such assets and for which or an Affiliate thereof pursuant to a customary novation agreement that releases the Company and its Restricted Subsidiaries are released, including any or such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee from further liability and (yB) any securities, notes or other securities obligations 67 62 received by the Company or any a Subsidiary from such Restricted Subsidiary which transferee or an Affiliate thereof that are converted by the Company or a Subsidiary into cash within 180 days after such Asset Sale prior to the Reinvestment Date (to the extent of the cash received) shall be deemed to be cash for purposes of this provision; and and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company elects, or is required, (A) to repay and permanently prepay, repay or purchase existing reduce outstanding Senior Indebtedness under the New Credit Facility, other secured Senior Credit Facility Indebtedness or Purchase Money any other Senior Indebtedness that ranks pari passu in right has a maturity date earlier than the maturity of payment with the Notes solely and to permanently reduce the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; commitments in respect thereof, provided, however, that any such repayment shall result in a permanent and commitment reduction of the commitments thereunder in an amount equal occurs prior to the principal amount so repaid; Reinvestment Date or (bB) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock Equity Interests or other securities purchased in connection with the acquisition of Capital Stock Equity Interests or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofPerson) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), Company's business; provided, however, that such investment occurs and or the Company or a Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Asset Sale Proceeds (the "Reinvestment Date") (and notifies the Trustee of the same in writing) and Asset Sale Proceeds contractually committed are so applied within 360 days following the receipt of such Asset Sale Proceeds or (C) as Excess Proceeds as set forth below. Pending the “Reinvestment Date”); and (c) third, if on the Reinvestment Date with respect to final application of any such Asset SaleSale Proceeds, the Available Company may temporarily reduce Senior Indebtedness or otherwise invest such Asset Sale Proceeds exceed in any manner that is not prohibited by this Indenture. Any Asset Sale Proceeds that are not applied as permitted by clause (iii)(A) or (iii)(B) of the preceding sentence shall constitute "Excess Proceeds." If at any time from and after the Issue Date the aggregate amount of Excess Proceeds exceeds $50.0 5 million, the Company shall apply offer (an amount equal "Excess Proceeds Offer") to such Available Asset Sale Proceeds to an offer to repurchase the purchase from all Holders of Notes, pursuant to procedures set forth in this Indenture and if the Company is required to do so under the terms of any other Senior Indebtedness, to purchase from the Holders of such other Senior Indebtedness the maximum principal amount of Notes and principal of such other Senior Indebtedness that may be purchased with such Excess Proceeds at a purchase price in cash equal to 100% of the principal amount thereof plus accrued interest, and unpaid interestLiquidated Damages, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount purchase price of Notes and principal of such other Senior Indebtedness tendered pursuant to an such Excess Proceeds Offer is less than the Available Asset Sale amount of Excess Proceeds, the Company may use any remaining such portion of the Excess Proceeds that is not used to purchase Notes or such other Senior Indebtedness so tendered for any purpose general corporate purposes not otherwise prohibited by inconsistent with the Notes or this Indenture. To the extent that If the aggregate purchase price of Notes and principal amount of pari passu such other Senior Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If Offer is more than the aggregate principal amount of the Excess Proceeds, the Notes validly and principal of such other Senior Indebtedness tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or will be repurchased on a basis pro rata to the extent amount tendered or by such other method as the Company elects to make a Pari Passu Trustee shall deem fair and appropriate. Upon the completion of any Excess Proceeds Offer, exceeds Offer and the Notes’ pro rata share closing of any repurchase of Notes and principal of such Available Asset Sale Proceeds, then Notes other Senior Indebtedness tendered pursuant to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Excess Proceeds shall be reset deemed to be zero.. 68 63 (b) If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Date, a notice to the Holders with a copy of the Notes describing the transactions giving rise to the Trustee which shall includeExcess Proceeds Offer and stating, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: : (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Excess Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the date of purchase; ; (32) the purchase price and the purchase date (the “Purchase Date”) date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; mailed; (43) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess Proceeds Offer will be required to surrender the Noteinstructions, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company, a depository, if appointed reasonably determined by the Company, or a Paying Agent at that each Holder of Notes must follow in order to have such Notes repurchased; and (4) the address specified calculations used in determining the notice at least three Business Days before amount of Excess Proceeds to be applied to the Purchase Date;repurchase of such Notes. (7c) The Company or any of its Subsidiaries may engage in transactions in which assets are transferred in exchange for one or more like-kind assets; provided that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration fair market value of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election assets to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased transferred by the Company on a pro rata basis based on or such Subsidiary, plus the aggregate principal amount fair market value of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds other consideration paid or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate credited by the Company so or such Subsidiary exceeds $1 million, such transaction shall require approval of the Board of Directors of the Company; provided that only Notes in denominations of $2,000 and integral multiples of $1,000 thereof, no such transaction shall be purchased). On or before permitted if the Purchase Date, Consolidated Fixed Charge Coverage Ratio of the Company shall, would be reduced after giving effect to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment transaction. Each transaction governed by the Company in accordance with the terms of this Section 4.13. The Paying Agent 4.21(c) shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder be valued at an amount equal to the purchase price of the Note tendered by such Holder and accepted all consideration received by the Company for purchaseor such Subsidiary in such transaction, and other than the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note like-kind assets received pursuant to such Holder equal in principal exchange ("Other Consideration"), for purposes of determining whether an Asset Sale has occurred. If the Other Consideration is of an amount and character such that such transaction constitutes an Asset Sale, then the first paragraph of this Section 4.21 shall be applicable to any unpurchased portion Asset Sale Proceeds of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company such Other Consideration. (d) Section 4.22 contains additional provisions relating to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase DateOffers.

Limitation on Certain Asset Sales. (ai) The Company will notNeither the Parent nor any of the Companies will, and the Companies will not permit any of the their respective Restricted Subsidiaries to, directly or indirectly, consummate an any Asset Sale, unless: (A) the consideration received by the applicable Credit Party or Restricted Subsidiary with respect to such Asset Sale unless: (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition is at least equal to the fair market value thereof Fair Market Value of the assets or Capital Stock issued or sold or otherwise disposed of; and (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution); (iiB) not less than 75% of the consideration received by the Company applicable Credit Party or Restricted Subsidiary with respect to such Restricted SubsidiaryAsset Sale consists of at least 75% (1) cash and/or Cash Equivalents or Qualified Consideration received at the time of disposition, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that the amount of (x2) any liabilities liabilities, other than Subordinated Indebtedness, of the Company applicable Credit Party or any Restricted Subsidiaries Subsidiary that are assumed by the transferee of any such assets and for which the Company and its Restricted Subsidiaries are released, including any pursuant to an agreement that immediately releases such Indebtedness of a Credit Party or Restricted Subsidiary whose stock is purchased by the transferee and from all liability in respect thereof; or (y3) any securities, notes or other securities obligations received by the Company such Credit Party or any such Restricted Subsidiary which from such transferee that are converted by such Credit Party or Restricted Subsidiary into cash and/or Cash Equivalents or Qualified Consideration within 180 90 days after of the date of such Asset Sale (to the extent of the cash and/or Cash Equivalents or Qualified Consideration received) shall be deemed to be cash for purposes of this provision; and). (iiiii) In the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right event of payment with the Notes solely to the extent that any such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” Companies may, at their option, within 360 days following the receipt of the Asset Sale Net Cash Proceeds from any such Asset Sale; provided, however, that any (A) apply all or a portion of such repayment shall result in a Net Cash Proceeds to the permanent reduction of amounts outstanding under the commitments thereunder in an amount equal Senior Financing Agreement or to the principal repayment of other senior Indebtedness of the Companies or their respective Restricted Subsidiaries or the Senior Subordinated Indebtedness, (which, in the case of a revolver or similar arrangement, also permanently reduces the commitment under such facility by the same amount) or (B) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in businesses of the Companies as permitted hereunder or (C) a combination of the foregoing clauses (A) and (B). The amount of such Net Cash Proceeds not so repaid;used as set forth in this subsection (ii) constitutes “Excess Proceeds”. (biii) second, to When the extent aggregate amount of the balance of Asset Sale Excess Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock equals or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed exceeds $50.0 10 million, the Company Companies, in accordance with Section 7.3, shall apply make an amount equal to such Available offer (an “Asset Sale Proceeds Offer”) to an offer all holders of Notes, to repurchase purchase, on a pro rata basis, the Notesmaximum principal amount of Notes that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the aggregate principal amount thereof of the Notes, plus accrued and unpaid interest, if any, interest thereon to the date of repurchase purchase (an “Excess Proceeds Offer”); provided, however, that subject to the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% right of holders of Notes as of the outstanding principal amount thereof plus accrued and unpaid interest, if any, relevant record date to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based receive interest due on the aggregate principal amount of such Notes and pari passu Indebtedness then outstandingrelevant interest payment date). To the extent that the aggregate principal amount of Notes tendered pursuant to an any Excess Proceeds Offer is less than the Available remain after consummation of an Asset Sale ProceedsOffer, the Company Companies may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds OfferAgreement. If the aggregate principal amount of Notes validly tendered and not withdrawn into such Asset Sale Offer surrendered by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall send, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, the Company Agent shall select the Notes to be purchased or retired on a pro rata basis (with in proportion to the respective principal amounts of the Notes. Upon completion of such adjustments as may be deemed appropriate by Asset Sale Offer, the Company so that only Notes in denominations amount of $2,000 and integral multiples of $1,000 thereof, Excess Proceeds shall be purchased). On or before reset at zero for purposes of the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms first sentence of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Datesubsection.

Limitation on Certain Asset Sales. (aA) The Company will shall not, and will shall not permit any of the its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution)thereof; (ii2) not less than 75% of the consideration received by the Company or such Restricted Subsidiaryits Subsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, provided that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) following shall be deemed to be cash for purposes of this provisionclause (2): (a) the amount (without duplication) of any Indebtedness (other than Subordinated Obligations) of the Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; and (iiib) the amount of any obligations received from such transferee that are within 90 days repaid, converted into or sold or otherwise disposed of for cash or Temporary Cash Investments (to the extent of the cash or Temporary Cash Investments actually so received); and (3) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are appliedapplied no later than 365 days following the consummation thereof, in an amount equal to all or any of the Asset Sale Proceeds therefrom as follows: (a) firstto repay Senior Indebtedness, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, however that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid;; and/or (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to make an investment in assets (assets, including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock Stock, or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the or such Restricted Subsidiaries Subsidiary as conducted at the time of such Asset Sale (collectivelySale, “Replacement Assets”), provided, however, provided that such investment occurs and such Asset Sale Proceeds are so applied within 360 days on or prior to the 366th day following the receipt of such Asset Sale Proceeds (the “"Reinvestment Date”"); and. (cB) third, if on the Reinvestment Date with respect to any Asset Sale, the The amount of Available Asset Sale Proceeds exceed not applied or invested as provided in (A)(3) above will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or ex- ceeds $50.0 million10,000,000 (at which time, the entire unutilized Excess Proceeds, and not just the amount in excess of $10,000,000, shall be applied as required by this clause (B)), the Company shall apply an amount equal will be required to such Available Asset Sale Proceeds to make an offer to repurchase the Notes, purchase at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (interest from all Holders an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or equal to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion amount of such Excess Proceeds (an "Excess Proceeds Offer, ") in accordance with the amount of Available Asset Sale Proceeds shall be reset to zeroprocedures set forth in this Indenture. (bC) If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Date, a notice to the Holders with a copy Holders. Such notice shall be sent by first-class mail, postage prepaid, to the Trustee which shall includeand to each Holder, among other things, at the instructions, determined address appearing in the register maintained by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms Registrar of the Excess Proceeds OfferNotes, and shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”)4.13; (2) that such Holders have the right to require the Company to apply the Available Asset Sale Excess Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentmailed (the "Excess Proceeds Payment Date"); (43) that any Note not tendered or accepted for payment will continue to accrue interest; (54) that any Note Notes accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Excess Proceeds Payment Date; (65) that Holders electing accepting the offer to have a Note their Notes purchased pursuant to any an Excess Proceeds Offer will be required to surrender the NoteNotes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three prior to the close of business on the Business Days before Day preceding the Purchase Excess Proceeds Payment Date; (76) that Holders will be entitled to withdraw their election acceptance of the Excess Proceeds Offer if the Company, depository or Paying Agent, as the case may be, Agent receives, not later than the expiration close of business on the Offer Periodthird Business Day preceding the Excess Proceeds Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder Notes delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have the Note such Notes purchased; (8) 7) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu amount of Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and 1,000 or integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, ; (8) that Holders whose Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the are being purchased only in part will be issued new Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any the unpurchased portion of the Notes surrendered, provided that each Note surrendered. Any purchased and each such new Note not so accepted issued shall be promptly mailed or delivered by in an original principal amount in denominations of $1,000 and integral multiples thereof; (9) the Company calculations used in determining the amount of Excess Proceeds to be applied to the repurchase of such Notes; (10) any other procedures that a Holder thereof. The Company will publicly announce the results of the must follow to accept an Excess Proceeds Offer on or effect withdrawal of such acceptance; and (11) the Purchase Datename and address of the Paying Agent.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Company or such any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution)Fair Market Value thereof; (ii) not less than 7585% of the consideration received by the Company or such any of its Restricted SubsidiarySubsidiaries, as the case may be, is in the form of (A) cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below)Equivalents; provided, however, provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiaries Subsidiary (other than contingent liabilities or liabilities (including Subordinated Indebtedness) subordinated to the Notes or the Guarantees or Indebtedness without general recourse to the obligor thereof) that are assumed or forgiven by the transferee of any such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall will be deemed to be cash for the purposes of this provisionclause (ii) if the Company or such Restricted Subsidiary is released from any liability for such liabilities and (B) Replacement Assets; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary Subsidiaries are applied: applied (aA) first, either (x) to the extent the Company elects, or is required, to permanently prepaythe prepayment, repay repayment or purchase existing of Indebtedness outstanding under the Senior Credit Facility or Purchase Money any other secured Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” Company or any Restricted Subsidiary within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, provided that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; ; or (by) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in acquisitions of assets (including Capital Stock or other securities purchased and Investments otherwise permitted to be made in connection accordance with the acquisition terms of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofthis Indenture) used or useful in businesses similar or ancillary reasonably related to the business of the Company and the or its Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), Sale; provided, howeverfurther, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days acquisitions or Investments occur on or prior to the 365th day following the receipt of such Asset Sale Proceeds (the “"Reinvestment Date”"); and and (cB) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 10 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes (and at its option, to an offer to repurchase other pari passu Indebtedness; provided that the stated maturity date of such Indebtedness is not later than the stated maturity date of the Notes), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “"Excess Proceeds Offer”"); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal any amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If remains after the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the Company may use such remaining amount in any manner permitted by this Indenture and the amount of Available Asset Sale Proceeds then required to be otherwise applied in accordance with this Section 4.8 shall be reset to zero. The Company will comply with the following provisions in connection with any Excess Proceeds Offer required to be made pursuant to this Section 4.8(iii): (i) The Excess Proceeds Offer will remain open for a period of at least 30 days following its commencement but not longer than 60 days, except to the extent that a longer period is required by applicable law (the "Excess Proceeds Offer Period"). On the Business Day following the termination of the Excess Proceeds Offer Period (the "Excess Proceeds Purchase Date"), the Company will purchase the principal amount of Notes required to be purchased to this Section 4.8 (the "Excess Proceeds Offer Amount") or, if less than the Excess Proceeds Offer Amount has been so validly tendered and not properly withdrawn, all Notes validly tendered and not properly withdrawn in response to the Excess Proceeds Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made on the Notes. If the Excess Proceeds Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest (or Additional Interest (to the extent involving interest that is due and payable on such Interest Payment Date), if any) shall be payable to Holders who tender Notes pursuant to the Excess Proceeds Offer. (b) If Upon the Company is required to make commencement of an Excess Proceeds Offer, the Company shall send, by first class mail within 30 days following the Reinvestment Date, a notice to the Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders with a copy to tender Notes pursuant to the Trustee which Excess Proceeds Offer. The Excess Proceeds Offer shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order be made to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notesall Holders. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1i) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 4.8 and that the Excess Proceedds Offer Period during which the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (and whether the “Offer Period”)Company has elected to offer to repurchase other pari passu Indebtedness; (2ii) that such Holders have the right to require Excess Proceeds Offer Amount (including the Company to apply calculations used in determining the amount of Available Asset Sale Proceeds), the Exceeds Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of Offer Purchase Price and the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchaseExcess Proceeds Purchase Date; (3iii) the purchase price that any Notes which are not validly tendered or are not otherwise accepted for payment shall continue to accrue interest and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentAdditional Interest, if applicable; (4iv) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and Additional Interest, if applicable, after the Excess Proceeds Purchase Date; (6v) that Holders any Holder electing to have a Note purchased pursuant to any Excess Proceeds Offer will shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days days before the Excess Proceeds Purchase Date; (7vi) that Holders will shall be entitled to withdraw their election if the Company, depository the Depositary or the Paying Agent, as the case may be, receives, not no later than the expiration of the Excess Proceeds Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the such Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10vii) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale ProceedsOffer Amount, 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 and 1,000, or integral multiples of $1,000 thereof, shall be purchased). ; and (viii) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (c) On or before the Excess Proceeds Purchase Date, the Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Excess Proceeds Offer Amount of Notes or portions thereof so validly tendered and not properly withdrawn pursuant to the Excess Proceeds Offer, or if less than the Excess Proceeds Offer Amount has been so validly tendered and not properly withdrawn, all Notes validly tendered and not properly withdrawn, (2) deposit by 11:00 A.M. New York City time, on such date with the Paying Agent U.S. legal tender sufficient an amount equal to pay the purchase price Exceeds Proceeds Offer Amount, plus accrued and unpaid interest, and Additional Interest, if any, on the Notes to be purchased in respect of all Notes, or portions thereof, so accepted and (3) shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.134.8. The Company, the depository or the Paying Agent Agent, as the case may be, shall promptly (but in any case not later than three Business Days five days after the Excess Proceeds Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price Excess Proceeds Offer Purchase Price of the Note Notes validly tendered and not properly withdrawn by such Holder and accepted by the Company for purchase. Upon surrender and cancellation of a certificated Note that is purchased in part, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery deliver to the surrendering Holder of such Physical Note a new Physical Note to such Holder equal in principal amount to any the unpurchased portion of such surrendered Physical Note; provided that each such new certificated Note shall be in a principal amount at the Maturity Date of $1,000 or an integral multiple thereof. Upon surrender of a Global Note surrenderedthat is purchased in part pursuant to an Excess Proceeds Offer, the Paying Agent shall forward such Global Note to the Trustee who shall make a notation on Schedule A thereof to reduce the principal amount of such Global Note to an amount equal to the unpurchased portion of such Global Note, as provided in the Notes. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will shall publicly announce the results of the Excess Proceeds Offer on the Excess Proceeds Purchase Date. For purposes of this Section 4.8, the Trustee shall act as the Paying Agent. (d) If at any time the Company is required to make an Excess Proceeds Offer, the Company is also required to make one or more offers (each, an "Additional Excess Proceeds Offer") for any of its securities or those of any of its Affiliates, the Company shall be entitled to make any such Additional Excess Proceeds Offers simultaneously with such Excess Proceeds Offer; provided, that, to the extent the Company is required to purchase any such other securities pursuant to such Additional Excess Proceeds Offers, the Available Asset Sale Proceeds shall be reduced by an amount equal to the aggregate purchase price of all such other securities purchased pursuant to such Additional Excess Proceeds Offers. (e) The Company shall comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer is required under the circumstances described herein.

Limitation on Certain Asset Sales. (a) The Company will shall not, and will shall not permit any of the its Restricted Subsidiaries to, consummate an engage in any Asset Sale unless: unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution); (ii) not less than 75% of the consideration received by the Company or such Restricted Subsidiary, as Subsidiary for such Asset Sale is not less than the case may be, is in fair market value of the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets assets sold (as defined below); provided, however, that determined by the amount Board of (x) any liabilities Directors of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are releasedCompany, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee good faith determination shall be conclusive) and (yii) any notes or other securities the consideration received by the Company or any such the relevant Restricted Subsidiary which are converted into cash within 180 days after in respect of such Asset Sale consists of at least 80% (to the extent of A) cash received) shall be deemed to be or cash for purposes of this provision; and equivalents and/or (iiiB) the Asset Sale Proceeds received assumption by the transferee of Debt of the Company or a Restricted Subsidiary ranked senior to or pari passu with the Exchange Debentures and release of the Company or such Restricted Subsidiary are applied:from all liability on such Debt. (ab) firstIf the Company or any of its Restricted Subsidiaries engages in an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness permanent reduction of amounts outstanding under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property repayment of other Senior Debt or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) Senior Subordinated Debt of the definition Company or a Subsidiary Debentures Guarantor or (ii) invest (or enter into one or more legally binding agreements to invest) all or a portion of “Permitted Liens” within 360 days following such Net Cash Proceeds in properties and assets to replace the receipt properties and assets that were the subject of the Asset Sale or in properties and assets that shall be used in the broadcast business or businesses reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds from any is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale; provided, howeverwhichever is later, that any invest such repayment shall result Net Cash Proceeds as provided in a permanent reduction of the commitments thereunder in an amount equal clause (i) or (ii) (without regard to the principal parenthetical contained in such clause (ii)) above. The amount of such Net Cash Proceeds not so repaid; used as set forth above in this paragraph (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); andconstitutes "Excess Proceeds." (c) third, if on When the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale aggregate amount of Excess Proceeds exceed exceeds $50.0 million5,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to make an offer to repurchase all Holders of Exchange Debentures (an "Asset Sale Offer") to purchase, on a pro rata basis, the Notesmaximum principal amount of Exchange Debentures, that is an integral multiple of $1,000, that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest, if any, to the date fixed for the closing of repurchase such offer (an “the "Offered Price"). Within 30 days after 105 94 the date on which the aggregate amount of Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceedsexceeds $5,000,000, the Company shall use such remaining Available Asset Sale Proceeds give to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If each Holder of the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds OfferExchange Debentures, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall send, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall includeDebentures Trustee, among other things, in the instructions, determined by the Company, that each such Holder must follow manner provided in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also stateSection 106 a notice stating: (1i) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have Holder has the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes Holder's Exchange Debentures at a purchase price the Offered Price, subject to proration in cash equal to 100% the event the Excess Proceeds are less than the aggregate Offered Price of the principal amount thereof plus accrued and unpaid interest, if any, to all Exchange Debentures tendered; (ii) the date of purchase; (3) purchase of Exchange Debentures pursuant to the purchase price and the purchase date Asset Sale Offer (the “"Asset Sale Purchase Date”) "), which shall be no earlier than 30 days and not nor later than 60 days from the date such notice is sentmailed; (4iii) that the Offered Price shall be paid to Holders electing to have Exchange Debentures purchased on the Asset Sale Purchase Date, provided that a Holder must surrender its Exchange Debenture to the Paying Agent at the address specified in the notice prior to the close of business at least five Business Days prior to the Asset Sale Purchase Date; (iv) any Note Exchange Debenture not tendered or accepted for payment will shall continue to accrue interestinterest pursuant to its terms; (5v) that unless the Company defaults in the payment of the Offered Price, any Note Exchange Debenture accepted for payment pursuant to the Excess Proceeds Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Purchase Date; (6vi) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will shall be entitled to withdraw their tendered Exchange Debentures and their election if to require the CompanyCompany to purchase such Exchange Debentures, depository or Paying Agent, as provided that the case may be, Company receives, not later than the expiration close of business on the Offer Periodthird Business Day preceding the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount and serial numbers of the Note the Holder delivered Exchange Debentures tendered for purchase purchase, and a statement that such Holder is withdrawing his its election to have the Note such Exchange Debentures purchased; (8) vii) that the Holders whose Notes were Exchange Debentures are being purchased only in part will shall be issued new Notes Exchange Debentures equal in principal amount to the unpurchased portion of the Notes Exchange Debentures surrendered;; which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and (9viii) whether the instructions a Holder must follow in order to have his Exchange Debentures purchased in accordance with this Section 1012. 106 95 To the extent that the aggregate amount of Exchange Debentures tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company is also making a Pari Passu Excess Proceeds Offer and to may use the extent the Company is also making such a Pari Passu Excess Proceeds Offer deficiency for general corporate purposes. If the aggregate principal amount of Notes and such pari passu Indebtedness which may Exchange Debentures surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Exchange Debentures to be purchased by the Company shall be selected on a pro rata basis based on basis. Upon completion of any such Asset Sale Offer, the aggregate principal amount of Notes Excess Proceeds shall be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the Company elects repurchase of Exchange Debentures pursuant to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available an Asset Sale ProceedsOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 1012, the Company shall select comply with the Notes to be purchased on a pro rata basis (with such adjustments as may applicable securities laws and regulations and shall not be deemed appropriate by the Company so that only Notes in denominations of $2,000 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of have breached its obligations under this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase DateExchange Indenture.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company or such its Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s 's Board of Directors, 51 -43- and evidenced by a Board Resolutionresolution); ; (ii) not less than 7585% of the consideration received by the Company or such its Restricted SubsidiarySubsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “"Temporary Cash Investments”) or Replacement Assets (as defined below"); provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or any such Restricted Subsidiary are applied: applied (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (ivx) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofperson) used or useful in businesses similar media businesses, provided that such investment occurs or ancillary the Company or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the business of the Company and the Restricted Subsidiaries as conducted at the time 181st day following receipt of such Asset Sale Proceeds (collectively, “Replacement Assets”), provided, however, that such investment occurs the "Reinvestment Date") and such Asset Sale Proceeds contractually committed are so applied within 360 days following the receipt of such Asset Sale Proceeds or (y) to repay any Senior Debt of the “Reinvestment Date”Company or a Guarantor Senior Debt of a Guarantor, and (b) to the extent not applied pursuant to clause (iii)(a); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 5 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the NotesSecurities, at a purchase price in cash equal to 100% of the principal amount thereof thereof, plus (x) accrued and unpaid interest, if any, to the date of repurchase and (y) an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price amount in cash equal to 100% the Current Market Value on the date the notice of the outstanding principal amount thereof plus accrued and unpaid interestExcess Proceeds Offer is mailed of the issuable but unissued Contingent Class A Shares (including Contingent Class A Shares not issued as a result of an FCC Deferral or an Authorization Deferral) with respect thereto, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu an "Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding"). To the extent that the aggregate principal amount of Notes tendered pursuant to If an Excess Proceeds Offer is less than the Available Asset Sale Proceedsnot fully subscribed, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To retain the extent that the aggregate principal amount portion of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or not required to repurchase Securities. In the extent event of the transfer of substantially all (but not all) of the property and assets of the Company elects and the Restricted Subsidiaries as an entirety to make a Pari Passu Excess Proceeds OfferPerson in a transaction permitted under Section 5.01, exceeds the Notes’ pro rata share successor corporation shall be deemed to have sold the properties and assets of the Company and the Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such Available Asset Sale Proceeds, then Notes properties and assets of the Company or the Restricted Subsidiaries deemed to be purchased will sold shall be selected on a pro rata basis (subject deemed to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available be Asset Sale Proceeds shall for purposes of this covenant. 52 -44- Notice of each Excess Proceeds Offer pursuant to this Section 4.12 will be reset mailed or caused to zero. (b) If be mailed, by first class mail, by the Company is required to make an Excess Proceeds Offer, the Company shall send, within 30 days following the Reinvestment DateDate to all Holders at their last registered addresses, a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such NotesTrustee. The notice, which notice shall govern the terms of contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Excess Proceeds Offer, Offer and shall also statestate the following terms: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 4.12 and that all Securities tendered in whole or in part in integral multiples of $1,000 will be accepted for payment; provided, however, that if the principal amount of Securities tendered in an Excess Proceeds Offer exceeds the aggregate amount of the Available Asset Sale Proceeds, the Company shall remain open for select the Securities to be purchased on a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”)pro rata basis; (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal (including the amount of accrued interest and amounts payable with respect to 100% of the principal amount thereof plus accrued and unpaid interestContingent Class A Shares, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date of mailing of notice of such notice is sentExcess Proceeds Offer, or such longer period as required by law); (43) that any Note Security not tendered or accepted for payment will continue to accrue interest; (54) that that, unless the Company defaults in making payment therefor, any Note Security accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Datepurchase date; (65) that Holders electing to have a Note Security purchased pursuant to any an Excess Proceeds Offer will be required to surrender the NoteSecurity, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Security completed, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before prior to the Purchase Dateclose of business on the purchase date; (76) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, Agent receives, not later than the expiration of third Business Day prior to the Offer Periodpurchase date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security the Holder 53 -45- delivered for purchase and a statement that such Holder is withdrawing his election to have the Note such Security purchased; (8) 7) that Holders whose Notes were Securities are purchased only in part will be issued new Notes equal Securities in a principal amount equal to the unpurchased portion of the Notes Securities surrendered; ; and (9) whether 8) the Company is also making a Pari Passu Excess Proceeds Offer and to calculation used in determining the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to be applied to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share repurchase of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased)Securities. On or before the Purchase Datepurchase date, the Company shall, to the extent lawful, shall (i) accept for payment, on a pro rata basis to the extent necessary, Notes payment Securities or portions thereof tendered pursuant to the Excess 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 U.S. legal tender Legal Tender sufficient to pay the purchase price plus accrued interestinterest and amounts payable with respect to Contingent Class A Shares, if any, on the Notes of all Securities to be purchased and (iii) deliver to the Trustee Securities so accepted together with an Officers’ ' Certificate stating that such Notes the Securities or portions thereof were accepted for payment being purchased by the Company in accordance with the terms of this Section 4.13Company. The Paying Agent shall promptly (but mail to the Holders of Securities so accepted payment in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price plus accrued interest and amounts payable with respect to Contingent Class A Shares, if any. For purposes of this Section 4.12, the Note tendered by Trustee shall act as the Paying Agent. The Company shall and shall cause its Subsidiaries to comply with all tender offer rules under state and Federal securities laws, including, but not limited to, Section 14(e) under the Exchange Act and Rule 14e-1 thereunder, to the extent applicable to such Holder and accepted by offer. To the Company for purchaseextent that the provisions of any securities laws or regulations conflict with the foregoing provisions of this Indenture, and the Company shall promptly issue a new Note, comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion foregoing provisions of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered this Indenture by the Company to the Holder virtue thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the Restricted its Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as reasonably determined for Asset Sales other than eminent domain, condemnation or similar government proceedings in good faith by the Company’s its Board of Directors, ); and evidenced by a Board Resolution); (ii) not less than 75% of the consideration received (which shall not include any assumed liabilities or obligations) by the Company or such Restricted the Subsidiary, as the case may be, from such Asset Sale is in the form of cash or cash equivalents (those equivalents i.e., items allowed under “"Temporary Cash Investments”") or Replacement Assets (as defined below); provided, howeverthat any Asset Sale or related series of Asset Sales involving securities, that property or assets with an aggregate fair market value of less than $3 million per Asset Sale or series of related Asset Sales, but in any case not to exceed $10 million in the amount aggregate for all transactions in any consecutive 12-month period, shall be exempt from the provisions of this clause (xii) (but any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including consideration received from any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) Sales shall be deemed to be cash Asset Sale Proceeds for purposes of this provision; and paragraph when reduced to cash or cash equivalents), and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company elects, or is required, (A) to repay and permanently reduce outstanding Permitted Secured Indebtedness and to permanently prepayreduce the commitments in respect thereof, repay or purchase existing Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent provided, however, that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” repayment and commitment reduction occurs within 360 180 days following the receipt of the such Asset 49 Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of (the commitments thereunder in an amount equal to the principal amount so repaid; "Reinvestment Date") or (bB) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock Equity Interests or other securities purchased in connection with the acquisition of Capital Stock Equity Interests or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofperson) used or useful in businesses business similar or ancillary to the business of the Company and the Restricted Subsidiaries or such Subsidiary as conducted at the time of such Asset Sale (collectively, “Replacement Assets”)Sale, provided, however, that such investment occurs or the Company or such Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the Reinvestment Date (and such notifies the Trustee of the same in writing) and Asset Sale Proceeds contractually committed are so applied within 360 270 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Proceeds. Any Asset Sale Proceeds exceed that are not applied as permitted by clause (iii) of the preceding sentence shall constitute "Excess Proceeds." If at any time the aggregate amount of Excess Proceeds exceeds $50.0 5 million, the Company shall apply offer (an amount equal "Excess Proceeds Offer") to such Available Asset Sale Proceeds to an offer to repurchase the purchase from all holders of Senior Notes, pursuant to procedures set forth in this Indenture, the maximum principal amount of Senior Notes that may be purchased with such Excess Proceeds at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Senior Notes tendered pursuant to an such Excess Proceeds Offer is less than the Available Asset Sale amount of Excess Proceeds, the Company may use any remaining such portion of the Excess Proceeds that is not used to purchase Senior Notes so tendered for any purpose general corporate purposes not otherwise prohibited by inconsistent with the Senior Notes or this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Senior Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or pursuant to the extent the Company elects to make a Pari Passu such Excess Proceeds Offer, exceeds Offer is more than the Notes’ pro rata share amount of such Available Asset Sale the Excess Proceeds, then the Senior Notes to be purchased tendered will be selected repurchased on a pro rata basis (subject to applicable DTC procedures)or by such other method as the Trustee shall deem fair and appropriate. Upon the completion of any Excess Proceeds Offer and the closing of any repurchase of Senior Notes tendered pursuant to such Excess Proceeds Offer, the amount of Available Asset Sale Excess Proceeds shall be reset deemed to be zero. (b) . If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to holders of the Trustee which shall includeSenior Notes stating, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: : (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders holders have the right to require the Company to apply the Available Asset Sale Excess Proceeds to repurchase such Senior Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; ; (32) the purchase price and the purchase date (the “Purchase Date”) date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; mailed; (43) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess Proceeds Offer will be required to surrender the Noteinstructions, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company, a depository, if appointed determined by the Company, that each holder of Senior Notes must follow in order to have such Senior Notes repurchased; and (4) the calculations used in determining the amount of Excess Proceeds to be applied to the repurchase of such Senior Notes. In the event of the transfer of substantially all (but not all) of the assets of the Company or any Subsidiary of the Company or substantially all (but not all) of the assets of any division or line of business of the Company or any Subsidiary of the Company as an entirety to a Paying Agent at Person in a transaction or series of related transactions 50 permitted under Section 5.01 hereof, the address specified in successor corporation shall be deemed to have sold the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if assets of the Company, depository the Subsidiary or Paying Agentthe division or line of business, as the case may be, receivesnot so transferred for purposes of this covenant, not later than and shall comply with the expiration 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 assets of the Offer Period, a facsimile transmission or letter setting forth the name of the HolderCompany, the principal amount Subsidiary or the division or line of business, as the Note the Holder delivered case may be, deemed to be sold shall be deemed to be Asset Sale Proceeds for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion purposes of the Notes surrendered; (9) whether the Company is also making a Pari Passu this covenant. Any Excess Proceeds Offer and to will be made in substantially the extent the Company is also making such same manner as a Pari Passu Excess Proceeds Offer the aggregate principal amount Change of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Control Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce comply with the results requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to an Excess Proceeds Offer on the Purchase DateOffer.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company or such its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined for Asset Sales other than eminent domain, condemnation or similar government proceedings in good faith by the Company’s Board 's board of Directorsdirectors, and evidenced by a Board Resolutionboard resolution); ; (ii) not less than 7585% of the consideration received by the Company or such Restricted Subsidiaryits Subsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: applied (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase debt under any then existing Senior Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” Company or any Restricted Subsidiary within 360 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofPerson) used or useful in businesses similar or ancillary to the business of the Company and the or Restricted Subsidiaries Subsidiary as conducted at the time of such Asset Sale (collectivelySale, “Replacement Assets”), provided, however, provided that such investment occurs and or the Company or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following receipt of such Asset Sale Proceeds (the "Reinvestment Date") and Asset Sale Proceeds contractually committed are so applied within 360 270 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”)Proceeds; and and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 10 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, or any future Indebtedness ranking pari passu with the Notes, which Indebtedness contains similar provisions requiring the Company to repurchase such Indebtedness at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “"Excess Proceeds Offer”"); provided, however, that the Company may, at the time that it makes prior to making any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if anyCompany may, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and extent required pursuant to the extent terms of Indebtedness outstanding as of the Company so elects Issue Date, offer to make use such Available Asset Sale Proceeds to repurchase and use all or a Pari Passu Excess portion of such Available Asset Sale Proceeds Offer, Notes and to repurchase such pari passu Indebtedness shall be purchased pursuant to such Indebtedness. If an Excess Proceeds Offer and Pari Passu Excess is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such not required to repurchase Notes and pari passu Indebtedness then outstandingfor general corporate purposes. To the extent that If the aggregate principal amount of Notes tendered pursuant to an such Excess Proceeds Offer is less more than the amount of the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness Notes tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected repurchased on a pro rata basis (subject to applicable DTC procedures). Upon completion of or by such Excess Proceeds Offer, other method as the amount of Available Asset Sale Proceeds Trustee shall be reset to zerodeem fair and appropriate. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Date (or within 120 days following the Reinvestment Date if the Company is required to make an offer to purchase Indebtedness (other than the Notes) outstanding as of the Issue Date), a notice to the Holders with a copy to the Trustee which shall includestating, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: : (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; ; (32) the purchase price and the purchase date (the “"Purchase Date”) "), which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentmailed; (3) the instructions, determined by the Company, that each Holder must follow in order to have such Notes repurchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). The notice, which shall govern the terms of the Excess Proceeds Offer, shall state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.10 and the length of time the Excess Proceeds Offer will remain open; (42) the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment will not be purchased and will continue to accrue interest; (54) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase DateDate so long as payment thereof is not prohibited pursuant to the terms of the Indenture; (65) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depositorydepositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (76) that Holders will be entitled to withdraw their election if the Company, depository depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (107) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, the Company Trustee 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 and l,000, or integral multiples of $1,000 thereof, shall be purchased). On ) or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and other method as the Trustee shall authenticate deem fair and mail or make available for delivery such appropriate; and (8) that Holders whose Notes were purchased only in part will be issued new Note to such Holder Notes equal in principal amount to any the unpurchased portion of the Note Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (aA) The Company will not, and will not permit any of the its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of DirectorsDirectors of the Company, and evidenced by a Board Resolution); (ii2) not less than 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that Equivalents other than in the amount of (x) any liabilities of case where the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such is undertaking a Permitted Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provisionSwap; and (iii3) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company or any such Restricted Subsidiary, as the case may be, elects, or is required, to permanently prepay, repay or purchase existing Indebtedness under the any then existing Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) Debt of the definition of “Permitted Liens” Company or any such Restricted Subsidiary within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, provided that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid;, (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofPerson) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, its Business; provided that such investment occurs and or the Company or any such Asset Sale Proceeds are so applied Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions, within 360 270 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”provided that such investment shall in any event be consummated no later than 90 days following such 270th day); , and (c) third, if on such 360th day in the Reinvestment Date case of clauses (3)(a) or the 270th day in the case of clause (3)(b) (or on such 90th day in the case of the proviso to clause (3)(b)) with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 (Euro)10 million, the Company shall apply an amount equal to such the Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date of repurchase (an “"Excess Proceeds Offer”"); provided. Notwithstanding the foregoing, however, in the event that the Company may, at the time a Restricted Subsidiary that it makes any such Excess Proceeds Offer, also offer is not a Wholly Owned Restricted Subsidiary dividends or distributes to purchase, at a price in cash equal to 100% all of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, its stockholders on a pro rata basis based on any proceeds of an Asset Sale to the aggregate principal amount Company or another Restricted Subsidiary, the Company or such Restricted Subsidiary need only apply its share of such Notes proceeds in accordance with the preceding clauses (a), (b) and pari passu Indebtedness then outstanding(c). To the extent that the aggregate principal amount of Notes tendered pursuant to If an Excess Proceeds Offer is less than the Available Asset Sale Proceedsnot fully subscribed, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To retain the extent that the aggregate principal amount portion of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or not required to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the repurchase Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (bB) If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Datedate specified in clause (3)(c) above, a notice to the Holders with a copy holders. Such notice shall be sent by first-class mail, postage prepaid, to the Trustee which shall includeand to each Noteholder, among other things, at the instructions, determined address appearing in the register maintained by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms Registrar of the Excess Proceeds OfferNotes, and shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”)4.13; (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentmailed (the "Excess Proceeds Payment Date"); (43) that any Note not tendered or accepted for payment will continue to accrue interest; (54) that any Note Notes accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Excess Proceeds Payment Date; (65) that Holders electing accepting the offer to have a Note their Notes purchased pursuant to any an Excess Proceeds Offer will be required to surrender the NoteNotes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three prior to the close of business on the Business Days before Day preceding the Purchase Excess Proceeds Payment Date; (76) that Holders will be entitled to withdraw their election acceptance of the Excess Proceeds Offer if the Company, depository or Paying Agent, as the case may be, Agent receives, not later than the expiration close of business on the Offer Periodthird Business Day preceding the Excess Proceeds Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder Notes delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have the Note such Notes purchased; (8) 7) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu amount of Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and (Euro)1,000 or integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, ; (8) that Holders whose Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the are being purchased only in part will be issued new Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any the unpurchased portion of the Notes surrendered, provided that each Note surrendered. Any purchased and each such new Note not so accepted issued shall be promptly mailed or delivered by in an original principal amount in minimum denominations of (Euro)50,000 and in increments of (Euro)1,000 above (Euro)50,000; (9) the Company calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the purchase of such Notes; (10) any other procedures that a Holder thereof. The Company will publicly announce the results of the must follow to accept an Excess Proceeds Offer on or effect withdrawal of such acceptance; and (11) the Purchase Datename and address of the Paying Agent.

Limitation on Certain Asset Sales. (a) The Neither the Company will not, and will not permit nor any of the Restricted its Subsidiaries towill consummate or permit, consummate an directly or indirectly, any Asset Sale unless: Sale, unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such sale or other disposition Asset Sale at least equal to the fair market value thereof (as determined in good faith by of the Company’s Board of DirectorsProperty subject to such Asset Sale, and evidenced by a Board Resolution); (ii) not less (x) in the case of an Asset Sale of Property constituting Collateral (other than 75a Designated Facility), at least 50% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Replacement Assets Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as defined below)a consequence of such Asset Sale and (iv) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided, however, provided that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (ya) any notes or other securities obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the extent time of cash received) the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause (ii) of this provision; and. (iiib) the With respect to any Asset Sale Proceeds received by in the form of cash or Temporary Cash Investments (including cash collected on any notes), Insurance Proceeds or Condemnation Proceeds related to Collateral (the "Collateral Proceeds Amount"), the Company or such Restricted Subsidiary are applied: shall (ai) first, to the extent the Company elects, elects (or is requiredrequired by the terms of any Indebtedness), to permanently prepay, repay repay, redeem or purchase existing Senior Indebtedness under of the Company or Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu of a Wholly Owned Subsidiary (in right of payment with the Notes solely each case other than Indebtedness owed to the extent that Company or an Affiliate of the Company) within 365 days from the later of the date of such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale such Collateral Proceeds from any Asset Sale; providedAmount, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (bii) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, apply the Collateral Proceeds to acquire Property (provided that, in the case of an investment Asset Sale of Property constituting Collateral under the Collateral Trust Agreement, the Company shall cause such Property to become Collateral under the Collateral Trust Agreement and in assets (including Capital Stock or other securities purchased the case of an Asset Sale of Property constituting Collateral under the Mortgage Indenture, the Company shall cause such Property to become Collateral under the Mortgage Indenture, in connection with the acquisition of Capital Stock or property of another Person that iseach case, or becomes, a Subsidiary of as and when received by the Company or by any of its Subsidiaries), that would constitute a Permitted Investment under clause (v) is useful in any business in which the Company is permitted to be engaged within 365 days from the later of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time date of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following or the receipt of such Asset Sale Collateral Proceeds Amount and (the “Reinvestment Date”); and (ciii) third, if on the Reinvestment Date with respect make an offer (a "Collateral Proceeds Offer") for up to any Asset Sale, the Available Asset Sale Proceeds exceed a maximum principal amount (expressed as an integral multiple of $50.0 million, the Company shall apply an amount 100) of Senior Notes equal to the Collateral Proceeds Amount to the extent of the balance of such Available Asset Sale Collateral Proceeds to an offer to repurchase the Notes, Amount after application in accordance with clauses (i) and (ii) at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest thereon, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price purchase in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment accordance with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by procedures set forth in this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness Senior Notes tendered pursuant to a Pari Passu Excess such Collateral Proceeds Offer is less than such pari passu Indebtedness’s pro rata share the amount of such Available Asset Sale Collateral Proceeds, the Company shall may use such remaining Available Asset Sale portion of the Collateral Proceeds that is not used to purchase any Senior Notes validly tendered and for general corporate purposes not withdrawn pursuant to such Excess Proceeds Offerinconsistent with the Senior Notes or this Indenture. If the aggregate principal amount of the Senior Notes validly tendered and not withdrawn by holders thereof exceeds pursuant to such Collateral Proceeds Offer is more than the Available Asset Sale Proceeds or to amount of the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Collateral Proceeds, then the Senior Notes to be purchased tendered will be selected repurchased on a pro rata basis (subject to applicable DTC procedures)or by such other method as the Trustee shall deem fair and appropriate. Upon the completion of any Collateral Proceeds Offer and the closing of any repurchase of Senior Notes tendered pursuant to such Excess Collateral Proceeds Offer, the amount of Available Collateral Proceeds Amount shall be deemed to be zero. All Asset Sale Proceeds from Asset Sales of Property constituting Collateral, Insurance Proceeds and Condemnation Proceeds from Loss Events and non-cash consideration from Asset Sales of Property constituting Collateral, including all Collateral Proceeds Amounts, shall be reset (i) subject to zero. the perfected second priority Lien in favor of the Trustee subject to Liens permitted under the Collateral Documents in respect of the relevant item of Collateral, and (bii) held in trust for the benefit of the holders of the Senior Notes and the Trustee. If the Company is required to make an Excess a Collateral Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Datedate on which the Company receives any Collateral Proceeds Amounts, a notice to the Holders with a copy to holders of the Trustee which shall includeSenior Notes stating, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: : (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders holders have the right to require the Company to apply the Available Asset Sale Collateral Proceeds Amount to repurchase such Senior Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; ; (32) the purchase price and the purchase date (the “Purchase Date”) date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; mailed; (43) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess Proceeds Offer will be required to surrender the Noteinstructions, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company, a depository, if appointed determined by the Company, that each holder of Senior Notes must follow in order to have such Senior Notes repurchased; and (4) the calculations used in determining the amount of Collateral Proceeds Amount to be applied to the repurchase of such Senior Notes. In the event of the transfer of substantially all (but not all) of the assets of the Company or any Subsidiary of the Company or substantially all (but not all) of the assets of any division or line of business of the Company or any Subsidiary of the Company as an entirety to a Paying Agent at Person in a transaction or series of related transactions permitted under Section 5.1 hereof, the address specified in successor corporation shall be deemed to have sold the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if assets of the Company, depository the Subsidiary or Paying Agentthe division or line of business, as the case may be, receivesnot so transferred for purposes of this covenant, not later than and shall comply with the expiration 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 assets of the Offer Period, a facsimile transmission or letter setting forth the name of the HolderCompany, the principal amount Subsidiary or the division or line of business, as the Note case may be, deemed to be sold shall be deemed to be Asset Sale Proceeds for purposes of this covenant. The provisions of this Section 4.8 shall not prohibit the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased application by the Company on a pro rata basis based of all, or substantially all, proceeds arising from Specified Transactions (as defined in the Certificate of Designations for the Series A Convertible Preferred Stock as in effect on the aggregate principal amount Issue Date) for the retirement of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered Company's Series A Convertible Preferred Stock pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, mandatory redemption provisions thereof as in effect on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Issue Date.

Limitation on Certain Asset Sales. (a) The Company will shall not, and will shall not permit any of the its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of DirectorsDirectors of the Company, and evidenced by a Board Resolution); ; (ii) not less than 7585% of the consideration received by the Company or such Restricted Subsidiaryits Subsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: applied (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness debt of the Company or any Restricted Subsidiary under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, provided that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; ; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in the existing businesses of the Company and its Restricted Subsidiaries or in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofPerson) used or useful in businesses similar or ancillary to the business of the Company and the or such Restricted Subsidiaries Subsidiary as conducted at the time of such Asset Sale (collectivelySale, “Replacement Assets”), provided, however, provided that such investment occurs and or the Company or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following receipt of such Asset Sale Proceeds (the "Reinvestment Date") and Asset Sale Proceeds contractually committed are so applied within 360 270 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”)Proceeds; and and (c) third, if if, on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 million5,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “"Excess Proceeds Offer”"); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to If an Excess Proceeds Offer is less than the Available Asset Sale Proceedsnot fully subscribed, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To retain the extent that the aggregate principal amount portion of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or not required to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the repurchase Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall includestating, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: : (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; ; (32) the purchase price and the purchase date (the “"Purchase Date”) "), which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentmailed; (3) the instructions, determined by the Company, that each Holder must follow in order to have such Notes repurchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). The notice, which shall govern the terms of the Excess Proceeds Offer, shall state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.10 and the length of time the Excess Proceeds Offer will remain open; (42) the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment will continue to accrue interest; (54) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase DateDate and the deposit of the purchase price with the Trustee; (65) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depositorydepositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three prior to the close of business on the Business Days before Day preceding the Purchase Date; (76) that Holders will be entitled to withdraw their election if the Company, depository depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (107) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and 1,000, or integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, ; and (8) that Holders whose Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the were purchased only in part will be issued new Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any the unpurchased portion of the Note Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of the Restricted Subsidiaries Subsidiary to, consummate an directly or indirectly, make any Asset Sale unless: Sale, unless (ix) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the fair market value thereof of the assets sold or otherwise disposed of and (as determined in good faith by the Company’s Board y) at least 80% of Directorssuch consideration consists of (i) cash or Cash Equivalents, and evidenced by a Board Resolution); (ii) not less than 75% in the case of an Asset Sale of an industrial mining reserve, an industrial mining reserve and (iii) any combination of the foregoing. The amount of any Indebtedness (other than any Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary . Any Net Cash Investments”) or Replacement Assets (as defined below); provided, however, Proceeds from any Asset Sale that the amount of are not (x) any liabilities of the Company invested in Replacement Assets or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (used to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing reduce Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right (with a permanent concomitant reduction of payment with commitments thereunder) within 365 days of the Notes solely to the extent that consummation of such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant shall constitute "EXCESS PROCEEDS" subject to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid;disposition as provided below. (b) second, to When the extent aggregate amount of the balance of Asset Sale Excess Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed exceeds $50.0 10.0 million, the Company shall apply make an Offer to Purchase, from all Holders, that aggregate principal amount equal to such Available Asset Sale of Notes as can be purchased with the Note Portion of Excess Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount and accrued interest of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to an Offer to Purchase is less than the Excess Proceeds, the Company may use such Excess Proceeds Offersurplus for general corporate purposes. If the aggregate amount of principal amount and accrued interest of Notes validly tendered and not withdrawn by holders Holders thereof exceeds the Available Asset Sale Proceeds or to amount of Notes that can be purchased with the extent the Company elects to make a Pari Passu Note Portion of Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected PRO RATA based on a pro rata basis (subject to applicable DTC procedures)the aggregate principal amount of Notes tendered by each Holder. Upon completion of such Excess Proceeds Offeran Offer to Purchase, the amount of Available Excess Proceeds with respect to the applicable Asset Sale Proceeds shall be reset to zero. (bc) If In the event that any other Indebtedness of the Company is required that ranks PARI PASSU with the Notes (the "OTHER DEBT") requires an offer to make purchase to be made to repurchase such Other Debt upon the consummation of an Excess Proceeds OfferAsset Sale, the Company shall send, within 30 days following may apply the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Excess Proceeds otherwise required to be applied to an Offer to Purchase to offer to purchase such Other Debt and to an Offer to Purchase so long as the repurchase amount of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that applied to purchase the Notes is not less than the Note Portion of Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant Proceeds. With respect to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, the Company shall select make the Notes Offer to Purchase in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the Purchase Date in respect thereof shall be the same as the purchase date in respect thereof pursuant to any Other Debt. (d) For purposes of this Section 4.09, "Note Portion of Excess Proceeds" means (1) if no Other Debt is being offered to be purchased on a pro rata basis purchased, the amount of the Excess Proceeds and (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000 and integral multiples of $1,000 thereof, shall 2) if Other Debt is being offered to be purchased). On or before the Purchase Date, the Company shall, amount of the Excess Proceeds equal to the extent lawful, accept for payment, on product of (x) the Excess Proceeds and (y) a pro rata basis to fraction the extent necessary, numerator of which is the aggregate amount of all Notes or portions thereof tendered pursuant to the Offer to Purchase related to such Excess Proceeds Offer, deposit with (the Paying Agent U.S. legal tender sufficient to pay "Note Amount") and the purchase price plus accrued interest, if any, on denominator of which is the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price sum of the Note tendered by such Holder and accepted by the Company for purchase, Amount and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal aggregate amount to any unpurchased portion as of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by relevant purchase date of all Other Debt tendered and purchased pursuant to a concurrent offer to purchase such Other Debt made at the Company time of such Offer to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase DatePurchase.

Limitation on Certain Asset Sales. (a) The Company will shall not, and will shall not permit any of the its Restricted Subsidiaries to, consummate an Asset Sale unless: unless (i) the Company or such its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s 's Board of Directors, and evidenced by a Board Resolutionboard resolution); ; (ii) not less than 7585% of the consideration received by the Company or such Restricted Subsidiaryits Subsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “"Temporary Cash Investments”) or Replacement Assets (as defined below"); provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: applied (a) first, to the extent the Company elects, or is required, required to permanently prepay, repay or purchase existing Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (ivother than Subordinated Indebtedness) of the definition of “Permitted Liens” Company or any Restricted Subsidiary within 360 270 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, provided that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; ; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereofperson) used or useful in businesses similar or ancillary to the business of the Company and the or Restricted Subsidiaries Subsidiary as conducted at the time of such Asset Sale (collectivelySale, “Replacement Assets”), provided, however, provided that such investment occurs and or the Company or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 271st day following receipt of such Asset Sale Proceeds (the "REINVESTMENT DATE") and Asset Sale Proceeds contractually committed are so applied within 360 365 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”)Proceeds; and and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 5.0 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”"EXCESS PROCEEDS OFFER"); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to If an Excess Proceeds Offer is less than the Available Asset Sale Proceedsnot fully subscribed, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To retain the extent that the aggregate principal amount portion of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or not required to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the repurchase Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall includestating, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: : (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; ; (32) the purchase price and the purchase date (the “Purchase Date”) "PURCHASE DATE"), which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentmailed; (3) the instructions, determined by the Company, that each Holder must follow in order to have such Notes repurchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement (the "OFFER PERIOD"). The notice, which shall govern the terms of the Excess Proceeds Offer, shall state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.10 and the length of time the Excess Proceeds Offer will remain open; (42) the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment will continue to accrue interest; (54) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase DateDate and the deposit of the purchase price with the Trustee; (65) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depositorydepositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three prior to the close of business on the Business Days before Day preceding the Purchase Date; (76) that Holders will be entitled to withdraw their election if the Company, depository depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (107) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and 1,000, or integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, ; and (8) that Holders whose Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the were purchased only in part will be issued new Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any the unpurchased portion of the Note Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution); (ii) not less than 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) Investments or Replacement Assets (as defined below)Assets; provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Senior Indebtedness under the Senior Credit Facility (or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” ”) within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds (the “Reinvestment Date”); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 25 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures)basis. Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall include, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (3) the purchase price and the purchase date (the “Purchase Date”) which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentmailed; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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 Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Company will shall not, and will shall not permit any of the its Restricted Subsidiaries Group Members to, consummate an Asset Sale unless: unless (i) the Company or such Restricted SubsidiaryGroup Member, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of DirectorsDirectors of the Company, and evidenced by a Board Resolutionboard resolution); ; (ii) not less than 75% of the consideration received by the Company or such Restricted Subsidiaryits Subsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary Group Member are applied: applied (aA) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness under assets that are the subject of such Asset Sale constitute collateral securing only the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with and the Notes solely Company is required to prepay, repay or purchase debt or to reduce an unused commitment to lend under the extent that such Asset Sale involves property Senior Credit Facility or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of Indebtedness, as the definition of “Permitted Liens” case may be, within 360 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, but only to the extent that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; ; (bB) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the or such Restricted Subsidiaries Group Member as conducted at the time of such Asset Sale (collectivelySale, “Replacement Assets”), provided, however, provided that such investment occurs and such Asset Sale Proceeds are so applied within 360 days on or prior to the 365th day following the receipt of such Asset Sale Proceeds (the “"Reinvestment Date”"); and and (cC) third, if if, on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 million5,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “"Excess Proceeds Offer”"); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis (subject to applicable DTC procedures). Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. (b) If the Company is required to make an Excess Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Date, a notice to the Holders with a copy to the Trustee which shall includestating, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: : (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; ; (32) the purchase price and the purchase date (the “"Purchase Date”) "), which shall be no earlier than 30 days and not later than 60 days from the date such notice is sentmailed; (3) the instructions, determined by the Company, that each Holder must follow in order to have such Notes repurchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The Excess Proceeds Offer shall remain open for a period of 20 business days following its commencement (the "Offer Period"). The notice, which shall govern the terms of the Excess Proceeds Offer, shall state: (1) that the Excess Proceeds Offer is being made pursuant to this covenant and the length of time the Excess Proceeds Offer shall remain open; (42) the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment will shall continue to accrue interest; (54) that any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase DateDate and the payment of the purchase price to the Holder thereof; (65) that Holders electing to have a Note purchased pursuant to any Excess Proceeds Offer will shall 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 Company, a depositorydepositary, if appointed by the Company, or a Paying Agent paying agent at the address specified in the notice at least three Business Days before prior to the close of business on the business day preceding the Purchase Date; ; (76) that Holders will shall be entitled to withdraw their election if the Company, depository depositary or Paying Agentpaying agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is Holdxx xx withdrawing his its election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to the extent the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceeds, 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 and integral multiples of $1,000 thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

Limitation on Certain Asset Sales. (a) The Neither the Company will not, and will not permit nor any of the Restricted its Subsidiaries towill consummate or permit, consummate an directly or indirectly, any Asset Sale Sale, unless: (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the fair market value thereof (value, as determined in good faith by the Company’s Board Company (including as to the value of Directorsall non-cash consideration), of the shares and evidenced by a Board Resolution)assets subject to such Asset Sale; (ii) not less than 75at least 66 2/3% of the consideration from such Asset Sale received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below)Equivalents; provided, however, that the amount up to an aggregate of (x) any liabilities $25,000,000 of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (Sales per fiscal year shall not be subject to the extent of cash received) shall be deemed to be cash for purposes requirements of this provisionclause (ii); and (iii) with respect to any Net Cash Proceeds related to Collateral in the Asset Sale form of cash or Cash Equivalents (including cash collected on any notes), and any Insurance Proceeds received by or Condemnation Proceeds on account of any separate loss of any Collateral of the Company or its Subsidiaries in excess of $50,000,000 during any fiscal year which are not applied to the repair, rebuilding, restoration or replacement of the Collateral affected by the subject Loss Event, (in any such Restricted Subsidiary are applied: case, the “Collateral Proceeds Amount”), the Company shall either (ai) first, to the extent the Company elects, elects (or is requiredrequired by the terms of any such Indebtedness or the Intercreditor Agreement), to permanently prepay, repay repay, redeem or purchase existing Exit Facility Indebtedness, Senior Loan Facility Indebtedness under or Additional Liquidity Facility Indebtedness of the Company or Exit Facility Indebtedness, Senior Credit Loan Facility Indebtedness or Purchase Money Additional Liquidity Facility Indebtedness that ranks pari passu of a Wholly-Owned Subsidiary (in right of payment with the Notes solely each case, other than any such Indebtedness owed to the extent that Company or an Affiliate of the Company) within 365 days from the later of the date of such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale such Collateral Proceeds from any Asset SaleAmount; provided, however, that in connection with any prepayment, repayment or purchase of Exit Facility Indebtedness or Senior Loan Facility Indebtedness pursuant to this clause (i), the Company or such repayment shall result in a permanent reduction of Wholly-Owned Subsidiary will retire such Indebtedness and will cause the commitments thereunder related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so repaid; prepaid, repaid or purchased pursuant to such election or, (bii) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, apply the Collateral Proceeds Amount to acquire property (provided that, in the case of an investment in assets (including Capital Stock or other securities purchased in connection with Asset Sale of property constituting Collateral under the acquisition of Capital Stock or Security Documents, the Company shall cause such property of another Person that isto become Collateral under the Security Documents, or becomesto the extent required therein, a Subsidiary of as and when received by the Company or by any of its Subsidiaries promptly thereafter), that would constitute a Permitted Investment under clause (v) is useful in any business in which the Company or any Wholly-Owned Subsidiary is permitted to be engaged within 365 days from the later of the definition thereof) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time date of such Asset Sale (collectively, “Replacement Assets”), provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following or the receipt of such Asset Sale Collateral Proceeds Amount and (the “Reinvestment Date”); and (ciii) third, if on to the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $50.0 million, extent the Company shall does not apply Collateral Proceeds Amount pursuant to clauses (i) and (ii) above, make an offer (a “Collateral Proceeds Offer”) for up to a maximum principal amount (expressed as an integral multiple of $1,000) of Notes equal to the Collateral Proceeds Amount to the extent of the balance of such Available Asset Sale Collateral Proceeds to an offer to repurchase the NotesAmount after application in accordance with clauses (i) and (ii), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest thereon, if any, to the date of repurchase (an “Excess Proceeds Offer”); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price purchase in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment accordance with the Notes (a “Pari Passu Excess Proceeds Offer”) and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstandingprocedures set forth in this Indenture. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess such Collateral Proceeds Offer is less than the Available Asset Sale ProceedsCollateral Proceeds Amount, the Company may use any remaining Excess such portion of the Collateral Proceeds Amount that is not used to purchase Notes tendered for any purpose general corporate purposes not otherwise prohibited by inconsistent with the Notes or this Indenture. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness’s pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of the Notes validly tendered and not withdrawn by holders thereof exceeds pursuant to such Collateral Proceeds Offer is more than the Available Asset Sale Collateral Proceeds or to Amount, the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes’ pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased tendered will be selected repurchased on a pro rata basis (subject to applicable DTC procedures)or by such other method as the Trustee shall deem fair and appropriate. Upon the completion of any Collateral Proceeds Offer and the closing of any repurchase of Notes tendered pursuant to such Excess Collateral Proceeds Offer, the amount of Available Asset Sale Collateral Proceeds Amount shall be reset deemed to be zero. (b) . If the Company is required to make an Excess a Collateral Proceeds Offer, the Company shall sendmail, within 30 days following the Reinvestment Datedate on which the Company becomes obligated to make a Collateral Proceeds Offer pursuant to clause (iii) of the immediately preceding paragraph, a notice to the Holders with a copy to holders of the Trustee which shall includeNotes stating, among other things, the instructions, determined by the Company, that each such Holder must follow in order to have such Notes repurchased and the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Notes. The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: : (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.13 and that the Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by law (the “Offer Period”); (2) that such Holders holders have the right to require the Company to apply the Available Asset Sale Collateral Proceeds Amount to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; ; (32) the purchase price and the purchase date (the “Purchase Date”) date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is sent; mailed; (3) the instructions, determined by the Company, that each holder of Notes must follow in order to have such Notes repurchased; and (4) that the calculations used in determining the amount of Collateral Proceeds Amount to be applied to the repurchase of such Notes. Pending their use as hereinabove prescribed, all Net Cash Proceeds from Asset Sales of property constituting Collateral, Insurance Proceeds and Condemnation Proceeds from Loss Events and non-cash consideration from Asset Sales of property constituting Collateral, including all Collateral Proceeds Amounts, shall be applied as provided for under the Security Documents. With respect to any Note not tendered disposition of assets or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment property permitted pursuant to this Section 4.12 and this Indenture, the Excess Proceeds Offer Trustee agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the Company or Subsidiary, as applicable, to effect such disposition and shall cease to accrue interest on execute and after the Purchase Date; (6) that Holders electing to have a Note purchased pursuant to any Excess 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, deliver to the Company, a depositoryat its expense, if appointed appropriate UCC termination statements and other releases as reasonably requested by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, depository or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (9) whether the Company is also making a Pari Passu Excess Proceeds Offer and to . To the extent that the Company is also making such a Pari Passu Excess Proceeds Offer the aggregate principal amount provisions of Notes and such pari passu Indebtedness which may be purchased by the Company on a pro rata basis based on the aggregate principal amount any securities laws or regulations conflict with provisions of Notes and such pari passu Indebtedness then outstanding (including any calculations with respect thereto); and (10) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, the Notes’ pro rata share of such Available Asset Sale Proceedsthis covenant, the Company shall select will comply with the Notes to be purchased on a pro rata basis (with such adjustments as may applicable securities laws and regulations and will not be deemed appropriate to have breached its obligations under this covenant by the Company so that only Notes in denominations of $2,000 and integral multiples of $1,000 virtue thereof, shall be purchased). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.