Common use of Limitation on Sales of Assets and Subsidiary Stock Clause in Contracts

Limitation on Sales of Assets and Subsidiary Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be: (a) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt by the Company or such Restricted Subsidiary into cash. The Company will comply, to the extent applicable, with the requirements of Rule 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to of the value of all non-cash consideration)Company, of the shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (excluding any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, other than Indebtedness) received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash, Cash Equivalents or Replacement AssetsTemporary Cash Investments; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be: (aA) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtednessof a Restricted Subsidiary), (i) to prepay, repay or purchase Senior Indebtedness of the Company or any Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or that is not a Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case case, other than Indebtedness owed to the Company or an Affiliate any Restricted Subsidiary or Indebtedness of the CompanyIssuer or Xxxxxx Intermediate Holdings plc) or Indebtedness under the Senior Facilities Agreement (or any Refinancing Indebtedness in respect thereof) within 365 days from the later of (x) the date of such Asset Disposition or and (y) the receipt of such Net Available Cash, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a(A)), the Company or such Restricted Subsidiary will shall retire such Indebtedness and will shall cause the related commitment (if any) (except in the case of the Senior Facilities Agreement) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (ii) to prepay, repay or purchase Pari Passu Indebtedness at a price of no more than 100% of the principal amount of such Pari Passu Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment or purchase within 365 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided that the Company or a Restricted Subsidiary shall redeem, repay or repurchase Pari Passu Indebtedness pursuant to this clause (ii) only if the Issuer makes (at such time or subsequently in compliance with this Section 4.10) an offer to the Holders to purchase their Notes in accordance with the provisions set forth below for an Asset Disposition Offer for an aggregate principal amount of Notes at least equal to the proportion that (x) the total aggregate principal amount of Notes outstanding bears to (y) the sum of the total aggregate principal amount of Notes outstanding plus the total aggregate principal amount outstanding of such Pari Passu Indebtedness; or (bB) to the extent the Company or such Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the later of (i) the date of such Asset Disposition or and (ii) the receipt of such Net Available Cash or Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to arrangements in place a definitive binding agreement or a commitment approved by the Board of Directors of the Company that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day; provided further, that if the 365 day period assets (including Capital Stock) sold constitute Collateral, subject to the Agreed Security Principles, the Company shall pledge or shall cause the applicable Restricted Subsidiary to pledge any acquired Additional Assets (to the extent such arrangements are completed within 90 days after execution assets (including Capital Stock) were of such arrangementa category of assets included in the Collateral as of the Issue Date) in favor of the Notes on a first-ranking basis (subject to pre-existing Liens and Permitted Collateral Liens); , provided that that, pending the final application of any such Net Available Cash in accordance with clause (aA) or clause (bB) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. . (b) Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated committed to an investment in Additional Assets as set forth above, to the extent so applied) be applied or invested as provided in the preceding paragraph paragraph, or offered to be applied in accordance with Section 4.10(a)(3)(A)(ii) above, will be deemed to constitute “Excess Proceeds.” ”. On the 366th day after an Asset Disposition, or at such earlier date that the Company elects, if the aggregate amount of Excess Proceeds exceeds $25.0 million£10.0 million (or equivalent thereof), the Company will Issuer or another Restricted Subsidiary shall be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and and, to the extent required by the terms of other Senior Subordinated IndebtednessIssuer or such Restricted Subsidiary elects, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”)Indebtedness, to purchase the maximum principal amount of Securities Notes and any such Pari Passu Notes Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount of the Securities Notes and 100% of the principal amount of Pari Passu Notes Indebtedness, in each case, plus accrued and unpaid interest to interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture Section 3.09 or the agreements governing the Pari Passu NotesIndebtedness, as applicable, and in each case minimum denominations of €100,000 and in integral multiples of $1,000. €1,000 in excess thereof. (c) To the extent that the aggregate amount of Securities Notes and Pari Passu Notes Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities the Notes surrendered in any Asset Disposition Offer by Holders thereof and other Pari Passu Notes Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee Excess Proceeds shall select be allocated among the Securities Notes and Pari Passu Notes Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities Notes and Pari Passu NotesIndebtedness. For the purposes of calculating the principal amount of any such Indebtedness not denominated in pound sterling, such Indebtedness shall be calculated by converting any such principal amount into its Sterling Equivalent determined as of a date selected by the Issuer that is within the Asset Disposition Offer Period (as defined below). Upon completion of such any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. . (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than pound sterling, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in pound sterling that is actually received by the Issuer upon converting such portion into pound sterling. (e) The Asset Disposition Offer Offer, insofar as it relates to the Notes, will remain open for a period of not less than 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law commencement (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will Issuer or another Restricted Subsidiary, as applicable, shall purchase the principal amount of Securities and Notes and, to the extent they elect, Pari Passu Notes Indebtedness required to be purchased pursuant to this Section 3.5 4.10 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities Notes and Pari Passu Notes Indebtedness validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly . (but in any case not later than five Business Days after termination of the Asset Disposition Offer Periodf) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, 4.10(a)(2) the following (or any combination thereof) will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated IndebtednessIndebtedness of the Company, Guarantor Subordinated Obligations the Issuer or Disqualified Stock of any Subsidiary a Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); andDisposition; (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt converted by the Company or such Restricted Subsidiary into cash. cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; (4) consideration consisting of Indebtedness of the Company, the Issuer or the Existing Cabot Fixed Rate Notes Issuer (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Company or any Restricted Subsidiary; and (5) any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.10 that is at that time outstanding, not to exceed the greater of £40.0 million and 3.0% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (g) The Company will Issuer shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations (or rules of any exchange on which the Notes are then listed) in connection with the repurchase of Securities pursuant to this IndentureNotes. To the extent that the provisions of any securities laws or regulations (or exchange rules) conflict with provisions of this Section 3.54.10, the Company will shall comply with the applicable securities laws and regulations (or exchange rules) and will shall not be deemed to have breached its obligations under this Indenture by virtue of any such conflict.

Limitation on Sales of Assets and Subsidiary Stock. The Company Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company Parent Guarantor or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (such fair market value Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), ) of the shares and or other assets subject to such Asset Disposition; (2) at least 75% of the aggregate consideration from such Asset Disposition received by the Company Parent Guarantor or such Restricted Subsidiary, as the case may be, from such Asset Disposition and all other Asset Dispositions since the Issue Date, on a cumulative basis, is in the form of cash or Cash Equivalents or Replacement Additional Assets, or any combination thereof; and (3) except as provided in the next paragraph, an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiaryapplied, as the case may be: (a) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, unless cash by the Parent Guarantor or such Restricted Subsidiary, as the case may be: (a) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Parent Guarantor, the Issuer (including the Securities) or a Subsidiary Guarantor or any Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is otherwise used not a Subsidiary Guarantor (in accordance with clause (beach case, excluding Indebtedness owed to the Parent Guarantor or an Affiliate of the Parent Guarantor); provided, however, that, in connection with any prepayment, repayment repayment, redemption or purchase of Indebtedness pursuant to this clause (a), the Company Parent Guarantor or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, redeemed or purchased; or (b) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement)Assets; provided that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company Parent Guarantor and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On Not later than the 366th day after an from the later of the date of such Asset DispositionDisposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $25.0 20.0 million, the Company Issuer will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and and, to the extent required by the terms of other Senior Subordinated Pari Passu Indebtedness, to all holders of other Senior Subordinated Pari Passu Indebtedness outstanding with similar provisions requiring the Company Issuer to make an offer to purchase such Senior Subordinated Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu NotesSecurities”), ) to purchase the maximum principal amount of Securities and any such Pari Passu Notes Securities to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or, in the event such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof) of the Securities and Pari Passu Notes Securities plus accrued and unpaid interest interest, if any (or in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Indebtedness), to the date of purchasepurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures set forth in this Indenture Section 3.5 or the agreements governing the Pari Passu NotesSecurities, as applicable, in each case in minimum principal amount of $2,000 and integral multiples of $1,000. To the extent that the aggregate amount 1,000 in excess of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture$2,000. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes Securities surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu NotesSecurities. To the extent that the aggregate principal amount of Securities and Pari Passu Securities so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Parent Guarantor and its Restricted Subsidiaries may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company Issuer will purchase the principal amount of Securities and Pari Passu Notes Securities required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tenderedtendered and not properly withdrawn, all Securities and Pari Passu Notes Securities validly tendered and not properly withdrawn in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest interest, if any, will be paid to the Person in whose name a Security Note is registered at the close of business on such record date, and no additional further interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes Securities or portions of Securities and Pari Passu Notes Securities so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,0001,000 in excess of $2,000. The Company Issuer will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company Issuer in accordance with the terms of this Section 3.5 and, in addition, the Company Issuer will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu NotesSecurities. The Company Issuer or the Paying Agentpaying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu NotesSecurities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes Securities so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company Issuer for purchase, and the Company Issuer will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the CompanyIssuer, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a minimum principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess of $2,000. In addition, the Company Issuer will take any and all other actions required by the agreements governing the Pari Passu NotesSecurities. Any Security not so accepted will be promptly mailed or delivered by the Company Issuer to the Holder thereof. The Company Issuer will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. For the purposes of clause (2) of the first paragraph of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock) of the Company Parent Guarantor or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Obligations or Disqualified Stock of the Issuer and Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Subsidiary that is a Subsidiary Guarantor) and the release of the Company Parent Guarantor or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company Parent Guarantor will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a3)(a) above)of the first paragraph of this Section 3.5; (2) with respect to any Asset Disposition of oil and gas properties by the Parent Guarantor or any of its Restricted Subsidiaries in which the Parent Guarantor or such Restricted Subsidiary still retains an interest, any agreement by the transferee (or any Affiliate thereof) to pay all or a portion of the costs and expenses related to the exploration, development, completion or production of such properties and activities related thereto; and (23) securities, notes or other obligations received by the Company Parent Guarantor or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt converted by the Company Parent Guarantor or such Restricted Subsidiary into cashcash within 180 days after receipt thereof. The Company will complyNotwithstanding the foregoing, the 75% limitation referred to the extent applicable, with the requirements of Rule 14(ein clause (2) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions first paragraph of this Section 3.53.5 shall be deemed satisfied with respect to any Asset Disposition in which the cash or Cash Equivalents portion of the consideration received therefrom, the Company will comply determined in accordance with the applicable securities laws foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. The requirement of clause (3)(b) of the first paragraph of this Section 3.5 shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Parent Guarantor or its Restricted Subsidiary within the specified time period and regulations such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement. The Parent Guarantor will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless: (1) at the time of entering into such Asset Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be deemed to continuing or would occur as a consequence thereof; and (2) in the event such Asset Swap involves the transfer by the Parent Guarantor or any Restricted Subsidiary of assets having an aggregate Fair Market Value in excess of $20.0 million, the terms of such Asset Swap have breached its obligations under this Indenture been approved by virtue a majority of any conflictthe members of the Board of Directors of the Parent Guarantor.

Limitation on Sales of Assets and Subsidiary Stock. (A) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: (1i) the Company Issuer or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be determined on the date of contractually agreeing to such Asset Dispositionall noncash consideration), as determined in good faith by members of the Board of Directors (including as to the value of all non-cash consideration)Issuer’s senior management, of the shares and assets subject to such Asset Disposition; (2ii) at least seventy five percent (75% %) of the consideration from such Asset Disposition thereof received by the Company Issuer or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or cash equivalents, Temporary Cash Equivalents Investments or Replacement Assets or a combination of cash and cash equivalents, Temporary Cash Investments, and Replacement Assets; andprovided, however, that with respect to the sale of one or more real estate properties, up to seventy five percent (75%) of the consideration may consist of Indebtedness of the purchaser of such real estate properties so long as such Indebtedness is secured by a first or second priority Lien on the real estate property or properties sold; (3iii) an amount equal to one hundred percent (100% %) of the Net Available Cash from such Asset Disposition is applied by the Company Issuer (or such Restricted Subsidiary, as the case may be:): (a) first, to the extent the Company or any Restricted Subsidiary, as the case may be, Issuer elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay repay, redeem or purchase Senior secured Indebtedness of the Company Issuer or any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary (other than Disqualified Stock) of any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a other Wholly Owned Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company Issuer or an Affiliate of the CompanyIssuer) within 365 days one (1) year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (b) second, unless cash is otherwise used to the extent of the balance of such Net Available Cash after application in accordance with clause (ba), to the extent the Issuer elects, to make a capital expenditure or to acquire Replacement Assets within one (1) year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (c) third, to the extent of the Excess Proceeds, to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of the Issuer designated by the Issuer) to purchase Notes (and such other Senior Indebtedness of the Issuer) pursuant to and subject to the conditions contained in the Indenture; provided, however, that, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a) or (c) above (excluding temporary reductions of revolving credit indebtedness made pursuant to the last sentence of Section 4.05(B)), the Company Issuer or such Restricted Subsidiary will shall permanently retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or provided further, however, the Issuer will be deemed to have complied with clause (b) above if and to the extent the Company or such Restricted Subsidiary electsthat, to invest in Additional Assets within 365 three hundred and sixty five (365) days from after the later of the date of such Asset Disposition or the receipt of Net Available Cash, the Issuer or any of its Restricted Subsidiaries has entered into and not abandoned or rejected a binding agreement to make a capital expenditure or to acquire Replacement Assets, and that such capital expenditure or acquisition is thereafter completed within one hundred and eighty (180) days after the end of such three hundred and sixty five (365) day period. (B) The Net Available Cash or of an Asset Disposition not applied pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of any such Net Available Cash in accordance with clause (aSection 4.05(A)(iii)(a) or clause (bSection 4.05(A)(iii)(b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to above constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds of less than $25.0 million5.0 million will be carried forward and accumulated. When accumulated Excess Proceeds equal or exceed such amount, the Company will be required to make an offer Issuer must, within thirty (“Asset Disposition Offer”30) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtednessdays, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples Section 4.05(A)(iii)(c). Pending application of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn Net Available Cash pursuant to this Section 4.05, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. (C) In the event the Issuer make an Asset Disposition Offer is less than offer to purchase the Excess ProceedsNotes pursuant to Section 4.05(A)(iii)(c), the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained (i) if Notes in this Indenture. If the an aggregate principal amount less than or equal to the applicable Excess Proceeds are duly tendered pursuant to such offer to purchase, then the Issuer will purchase all such tendered Notes, and (ii) if Notes in an aggregate principal amount in excess of Securities surrendered by Holders thereof and other Pari Passu the applicable Excess Proceeds are duly tendered pursuant to such offer to purchase, then the Issuer will purchase tendered Notes surrendered by holders or lenders, collectively, exceeds having an aggregate principal amount equal to the amount of applicable Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased Proceeds on a pro rata basis on the basis basis, with adjustments so that only Notes in a minimum denomination of the aggregate principal amount of tendered Securities twenty five dollars ($25.00) and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered integral multiples in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest excess thereof will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly purchased. (but in any case not later than five Business Days after termination of the Asset Disposition Offer PeriodD) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.54.05, the following will be are deemed to be cashcash or cash equivalents: (1i) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company Issuer or Indebtedness of a any Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above)Disposition; and (2ii) securities, notes or other obligations securities received by the Company Issuer or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt converted by the Company Issuer or such Restricted Subsidiary into cashcash within 180 days of receipt. (E) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of the Issuer) pursuant to Section 4.05(A)(iii)(c), the Issuer will purchase Notes tendered pursuant to an offer by the Issuer for the Notes (and such other Senior Indebtedness of the Issuer) at a purchase price of one hundred percent (100%) of their principal amount (or, in the event such other Senior Indebtedness of the Issuer was issued with significant original issue discount, one hundred percent (100%) of the accreted value thereof), without premium, plus accrued but unpaid interest, if any, (or, in respect of such other Senior Indebtedness of the Issuer, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness of the Issuer) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuer will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of twenty five dollars ($25.00) principal amount or multiples of twenty five dollars ($25.00) greater thereof. The Company Issuer shall not be required to make such an offer to purchase Notes (and other Senior Indebtedness of the Issuer) pursuant to this Section 4.05 if the Excess Proceeds are less than five million dollars ($5,000,000) (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (F) The Issuer will comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase purchase of Securities Notes pursuant to this IndentureSection 4.05. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.54.05, the Company Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture Section 4.05 by virtue of any conflictits compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: unless (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition)value, as determined in good faith by the Company's senior management or the Board of Directors (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; , (2ii) at least 75% of the consideration from such Asset Disposition thereof received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents or Replacement Assets; and cash equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be: ) (aA) first, to the extent the Company or any Restricted Subsidiary, as the case may be, Subsidiary elects (or is required by the terms of any Senior Indebtedness or Guarantor 54 46 Senior Indebtedness), to prepay, repay or purchase (x) Senior Indebtedness of the Company or (y) Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation Preferred Stock) of a Wholly-Owned Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, unless cash is otherwise used within one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clause (bA), at the Company's election either (x) to the investment in or acquisition of Additional Assets or (y) to prepay, repay or purchase (1) Senior Indebtedness or (2) Indebtedness (other than Preferred Stock) of a Wholly-Owned Subsidiary (in each case other than Indebtedness owed to the Company); (C) third, within 45 days after the later of the application of Net Available Cash in accordance with clauses (A) and (B) and the date that is one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to purchase Securities at par plus accrued and unpaid interest, if any, thereon; and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to (w) the investment in or acquisition of Additional Assets, (x) the making of Temporary Cash Investments, (y) the prepayment, repayment or purchase of Indebtedness of the Company or Indebtedness of any Subsidiary (other than Indebtedness owed to the Company) or (z) any other purpose otherwise permitted under the Indenture, in each case within the later of 45 days after the application of Net Available Cash in accordance with clauses (A), (B) and (C) or the date that is one year from the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (aA), (B), (C) or (D) above, the Company or such Restricted Subsidiary will shall retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to . Notwithstanding the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) aboveforegoing provisions, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such shall not be required to apply any Net Available Cash in any manner not prohibited by this Indenture. Any accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is which are not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds accordance with this covenant at any time exceed $25.0 15 million, the . The Company will shall not be required to make an offer for Securities pursuant to this covenant if the Net Available Cash available therefor (“Asset Disposition Offer”) to all Holders after application of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from as provided in clauses (A) and (B)) is less than $25 million for any particular Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount which lesser amounts shall be carried forward for purposes of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at determining whether an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest is required with respect to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Net Available Cash from any subsequent Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”Disposition). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5covenant, the following will be deemed to be cash: : (1x) the assumption by the transferee of Senior Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a any Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) the Company and the release of the Company or such Restricted Subsidiary from all liability on such Senior Indebtedness or Indebtedness in connection with such Asset Disposition (in which case the Company willshall, without further action, be deemed to have applied such deemed cash to assumed Indebtedness in accordance with clause (aA) above); and of the preceding paragraph) and (2y) securities, notes or other obligations 55 47 securities received by the Company or any Restricted Subsidiary of the Company from the transferee that are converted, sold or exchanged within 60 days of receipt promptly converted by the Company or such Restricted Subsidiary into cash. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Swap if (i) at the time of entering into such Asset Swap or immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred or be continuing or would occur as a consequence thereof, (ii) in the event such Asset Swap involves an aggregate amount in excess of $10 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Company, and (iii) in the event such Asset Swap involves an aggregate amount in excess of $50 million, the Company has received a written opinion from an independent investment banking firm of nationally recognized standing that such Asset Swap is fair to the Company or such Restricted Subsidiary, as the case may be, from a financial point of view. (b) In the event of an Asset Disposition that requires the purchase of Securities pursuant to Section 4.6(a)(iii)(C), the Company will be required to purchase Securities tendered pursuant to an offer (the "Offer") by the Company for the Securities at a purchase price of 100% of their principal amount plus accrued and unpaid interest, if any, to the purchase date in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.6(c). If the aggregate purchase price of the Securities tendered pursuant to the offer is less than the Net Available Cash allotted to the purchase of the Securities, the Company will apply the remaining Net Available Cash in accordance with Section 4.6(a)(iii)(D) above. (1) Promptly, and in any event within 10 days after the Company is required to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as hereinafter described in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date"). (2) Not later than the date upon which such written notice of an Offer is delivered to the Trustee and the Holders, the Company shall deliver to the Trustee an Officers' Certificate setting forth (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions as a result of which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.6(a). Upon the expiration of the period (the "Offer Period") for which the Offer remains open, the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and 56 48 are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price of the Securities tendered by such Holder to the extent such funds are available to the Trustee. (3) Holders electing to have a Security purchased will be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice prior to the expiration of the Offer Period. Each Holder will be entitled to withdraw its election if the Trustee or the Company receives, not later than one Business Day prior to the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter from such Holder setting forth the name of such Holder, the principal amount of the Security or Securities which were delivered for purchase by such Holder and a statement that such Holder is withdrawing his election to have such Security or Securities purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (d) The Company will comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this IndentureSection 4.6. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.54.6, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflictthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration)Company, of the shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), if the property or assets sold or otherwise disposed of have a fair market value in excess of the greater of (x) $80.0 million and (y) 15.0% of LTM EBITDA, at least 7575.0% of the consideration from such Asset Disposition Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative basis) (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise), received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement AssetsEquivalents; and (3) an amount equal to 100% within 540 days from the later of (A) the date of such Asset Disposition and (B) the receipt of the Net Available Cash from such Asset Disposition (as may be extended by an Acceptable Commitment or a Second Commitment as set forth below, the “Proceeds Application Period”), an amount equal to the Applicable Percentage of such Net Available Cash (the “Applicable Proceeds”) is applied by the Company or such Restricted Subsidiary, as the case may beapplied: (ai) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), (A) to prepay, repay or purchase Senior Indebtedness of the Company or any Indebtedness of a Restricted Non-Guarantor Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case case, other than Indebtedness owed to the Company or an Affiliate of any Restricted Subsidiary) or any Secured Indebtedness, including Indebtedness under the CompanyCredit Agreement (or any Refinancing Indebtedness in respect thereof) within 365 540 days from the later of (a) the date of such Asset Disposition or and (b) the receipt of such Net Available Cash, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (aA), the Company or such Restricted Subsidiary will retire such Indebtedness and and, will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; oror (B) to prepay, repay or purchase Pari Passu Indebtedness; provided, further, that, to the extent the Company redeems, repays or repurchases such Indebtedness pursuant to this clause (B), the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 5.7, through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100.0% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; and (bii) to the extent the Company or such any Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary equal to the amount of Net Available Cash received by the Company or another Restricted Subsidiary) within 365 540 days from the later of (after giving effect to any Acceptable Commitment or Second Commitment (each as defined below), the “Application Period”) (A) the date of such Asset Disposition or and (B) the receipt of such Net Available Cash; provided, however, that a binding agreement shall be treated as a permitted application of Net Available Cash or pursuant to arrangements in place within from the 365 day period (to the extent such arrangements are completed within 90 days after execution date of such arrangement)commitment with the good faith expectation that an amount equal to Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event of any Acceptable Commitment is later cancelled or terminated for any reason before such amount is applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such amount is applied, then such Net Available Cash shall constitute Excess Proceeds; or (iii) any combination of the foregoing; provided that (1) pending the final application of the amount of any such Net Available Cash in accordance with clause (a) or clause (b) aboveApplicable Proceeds pursuant to this Section 3.5, the Company and its or the applicable Restricted Subsidiaries may apply such Applicable Proceeds temporarily to reduce Indebtedness (including under the Credit Facilities) or otherwise invest apply such Net Available Cash Applicable Proceeds in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested , and (2) the Company (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying AgentRestricted Subsidiary, as the case may be, will promptly (but ) may elect to invest in any case not later than five Business Days after termination of Additional Assets prior to receiving the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal Applicable Proceeds attributable to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such given Asset Disposition (in which case provided that such investment shall be made no earlier than the Company willearliest of notice to the Trustee of the relevant Asset Disposition, without further actionexecution of a definitive agreement for the relevant Asset Disposition, and consummation of the relevant Asset Disposition) and deem the amount so invested to be deemed applied pursuant to have applied such deemed cash to Indebtedness and in accordance with clause (ab) above); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt by the Company or above with respect to such Restricted Subsidiary into cash. The Company will comply, to the extent applicable, with the requirements of Rule 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflictAsset Disposition.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make any Asset Disposition unless: unless (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; , (2ii) at least 7585% (or 100% in the case of lease payments) of the consideration from such Asset Disposition thereof received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents or Replacement Assets; and cash, and (3iii) an amount equal 62 54 to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be: ) (aA) first, to the extent the Company or any such Restricted Subsidiary, as the case may be, Subsidiary elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), Indebtedness (other than Preferred Stock) of a Wholly Owned Subsidiary) to prepay, repay or purchase Senior Indebtedness of the Company or such Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 60 days from after the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, unless cash is otherwise used to the extent of the balance of Net Available Cash after application in accordance with clause (bA), to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 270 days from the later of such Asset Disposition or the receipt of such Net Available Cash; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer (as defined below) to purchase Securities pursuant to and subject to the conditions of Section 4.06(b), provided that if the Company elects (or is required by the terms of any Senior Subordinated Indebtedness), such Offer may be made ratably to purchase the Securities and other Senior Subordinated Indebtedness, and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to prepay, repay or purchase Indebtedness of the Company (other than Indebtedness owed to an Affiliate of the Company and other than Disqualified Stock of the Company) or Indebtedness of any Restricted Subsidiary (other than Indebtedness owed to the Company or an Affiliate of the Company), in each case described in this clause (D) within one year from the receipt of such Net Available Cash or, if the Company has made an Offer pursuant to clause (C) of this Section 4.06(a), six months from the date such Offer is consummated; provided, however, that, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (aA), (C) or (D) above, the Company or such Restricted Subsidiary will shall retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to . Notwithstanding the extent foregoing provisions of this Section 4.06, the Company or such and the Restricted Subsidiary elects, Subsidiaries shall not be required to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of apply any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated Section 4.06 except to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and Net Available Cash from all Asset Dispositions 63 55 in any year that is not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company applied in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of 4.06 exceeds $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date5.0 million. For the purposes of this Section 3.54.06, the following will be are deemed to be cash: : (1x) the assumption by the transferee of Indebtedness of the Company (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of the Company) or any Restricted Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (ay) above); and (2) securities, notes or other obligations securities received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities pursuant to Section 4.06(a)(iii)(C), the Company shall be required to purchase Securities tendered pursuant to an offer by the Company for the Securities (the "Offer") at a purchase price of 100% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase in accordance with the procedures (including prorationing in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of Securities tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase of the Securities, the Company shall apply the remaining Net Available Cash in accordance with Section 4.06(a)(iii)(D). The Company shall not be required to make an Offer for Securities pursuant to this Section if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A) and (B) of Section 4.06(a)(iii)) is less than $10.0 million for any particular Asset Disposition (which lesser amount shall be carried forward for purposes of determining whether an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (i) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorationing as hereinafter described in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an 64 56 informed decision (which at a minimum shall (A) include, if material, appropriate pro forma financial information and (B) include or incorporate by reference (and provide upon request) the information most recently provided in accordance with Section 4.02) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the address referred to in clause (iii). (ii) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount equal to the Offer Amount to be invested in Temporary Cash Investments and to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancelation the Securities or portions thereof that have been properly tendered to and are to be accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section. (iii) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the date of purchase. Holders shall be entitled to withdraw their election if the Trustee or the Company receives, not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities and any other Senior Subordinated 65 57 Indebtedness included in the Offer surrendered by holders thereof exceeds the Offer Amount, the Company shall select the Securities and other Senior Subordinated Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities and other Senior Subordinated Indebtedness in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (iv) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (v) The Company shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this IndentureSection. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5Section, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture Section 4.06 by virtue of any conflictthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: unless (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including the value to be determined on the date of contractually agreeing to such Asset Dispositionall non-cash con sideration), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration)Directors, of the shares and assets subject to such Asset Disposition; (2) , and at least 7585% of the consideration from such Asset Disposition thereof received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents or Replacement Assets; and cash equivalents and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be: ) (aA) FIRST, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation Stock) of a Wholly Owned Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, unless cash is otherwise used to the extent of the balance of such Net Available Cash after application in accordance with clause (bA), to the extent the Company elects, to acquire Additional Assets; providedPROVIDED, howeverHOWEVER, thatthat the Company shall be required to commit such Net Available Cash to the acquisition of Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash (the "Receipt Date") and shall be required to consummate the acquisition of such Additional Assets within 18 months from the Receipt Date; (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer pursuant to Section 4.07(b) to the holders of the Securities (and to holders of other Senior Subordinated Indebtedness designated by the Company) to purchase Securities (and such other Senior Subordinated Indebtedness) pursuant to and subject to the conditions contained in this Indenture; and (D) FOURTH, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C) to (x) the acquisition by the Company or any Wholly Owned Subsidiary or such Restricted Subsidiary of Additional Assets or (y) the prepayment, repayment or purchase of Indebtedness (other than any Disqualified Stock) of the Company (other than Indebtedness owed to an Affiliate of the Company) or Indebtedness of any Subsidiary (other than Indebtedness owed to the Company or an Affiliate of the Company), in each case within one year from the later of the receipt of such Net Available Cash and the date the offer described in Section 4.07(b) is consummated; PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (aA), (C) or (D) above, the Company or such Restricted Subsidiary will shall retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to . Notwithstanding the extent foregoing provisions of this paragraph, the Company or such and the Restricted Subsidiary elects, Subsidiaries shall not be required to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of apply any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated paragraph except to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount Net Available Cash from all Asset Dispositions which are not applied in accordance with this paragraph exceeds $2.5 million. Pending application of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased Net Available Cash pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or4.07, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered such Net Available Cash shall be invested in response Permitted Investments. Notwithstanding anything contained in Article IV to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Datecontrary, the Company willshall not sell, convey, pledge, hypothecate or otherwise transfer the Houston Facility substantially as an entirety in one transaction or a series of related transactions to any Person, including, but not limited to, any Subsidiary, except for (i) pledges or security interests granted in connection with securing Indebtedness borrowed under the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may beCredit Agreement, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided (ii) transactions that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. comply with Article V. For the purposes of this Section 3.54.07, the following will be are deemed to be cash: cash or cash equivalents: (1x) the express assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a any Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (ay) above); and (2) securities, notes or other obligations securities received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt converted by the Company or such Restricted Subsidiary into cashcash within 90 days of closing the transaction. (b) In the event of an Asset Disposition that requires the purchase of the Securities (and other Senior Subordinated Indebtedness) pursuant to Section 4.07(a)(ii)(C), the Company will be required to purchase Securities tendered pursuant to an offer by the Company for the Securities (and other Senior Subordinated Indebtedness) at a purchase price of 100% of their principal amount (without premium) plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of Securities (and any other Senior Subordinated Indebtedness) tendered pursuant to such offer is less than the Net Available Cash allotted to the purchase thereof, the Company will be required to apply the remaining Net Available Cash in accordance with Section 4.07(a)(ii)(D). The Company shall not be required to make such an offer to purchase Securities (and other Senior Subordinated Indebtedness) pursuant to this covenant if the Net Available Cash available therefor is less than $10 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorationing as hereinafter described in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (iii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.07(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) in Temporary Cash Investments an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancelation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section. (3) Holders electing to have a Security purchased will be required to surrender the Security, with an appro priate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company will also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Sec tion. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrender ing Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this IndentureSection. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5Section, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture Section by virtue of any conflictthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to of the value of all non-cash consideration)Company, of the shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement AssetsEquivalents; and (3) an amount equal to 100% the Company or any of the its Restricted Subsidiaries, at its respective option, will apply such Net Available Cash from such any Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may beDisposition: (a) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), i) to prepay, repay or purchase Senior Indebtedness of the Company or any Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock Non-Guarantor or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of that is secured by a Subsidiary Guarantor) Lien (in each case case, other than Indebtedness owed to the Company or an Affiliate of any Restricted Subsidiary) or Indebtedness under the CompanyExisting Credit Agreement (or any Refinancing Indebtedness in respect thereof) within 365 days from the later of (A) the date of such Asset Disposition or and (B) the receipt of such Net Available Cash, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (ii) to prepay, repay or purchase Pari Passu Indebtedness; provided further that, to the extent the Company redeems, repays or repurchases Pari Passu Indebtedness pursuant to this clause (ii), the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 5.7, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest and Additional Interest, if any, on the amount of Notes that would otherwise be prepaid; or (b) to the extent the Company invest in or such Restricted Subsidiary elects, commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the later of (A) the date of such Asset Disposition or and (B) the receipt of such Net Available Cash or Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to arrangements in place a definitive binding agreement or a commitment approved by the Board of Directors of the Company that is executed or approved within the 365 day period (to the extent such arrangements are completed time will satisfy this requirement, so long as such investment is consummated within 90 180 days after execution of such arrangement)365th day; provided that that, pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest use such Net Available Cash in any manner not prohibited by this Indenture. . (b) Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated committed to an investment in Additional Assets as set forth above, to the extent so applied) be applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” under this Indenture. On the 366th day after the later of an Asset DispositionDisposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Indenture exceeds $25.0 50.0 million, the Company will within 10 Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and Notes issued under this Indenture and, to the extent required by the terms of other Senior Subordinated IndebtednessCompany elects, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”)Indebtedness, to purchase the maximum principal amount of Securities Notes and any such Pari Passu Notes Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash respect of the Notes in an amount equal to 100% of the principal amount of the Securities Notes and Pari Passu Notes Indebtedness, in each case, plus accrued and unpaid interest to and Additional Interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu NotesIndebtedness, as applicable, and, with respect to the Notes, in each case minimum denominations of €100,000 and in integral multiples of $1,000€1,000 in excess thereof. The Company will deliver notice of such Asset Disposition Offer electronically or by first-class mail, with a copy to the Trustees and the Paying Agent, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of Euroclear or Clearstream, as applicable, describing the transaction or transactions that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. (c) To the extent that the aggregate amount of Securities Notes and Pari Passu Notes Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in any purpose not prohibited by this Indenture. If the aggregate principal amount of Securities the Notes surrendered in any Asset Disposition Offer by Holders thereof and other Pari Passu Notes Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee Excess Proceeds shall select be allocated among the Securities Notes and Pari Passu Notes Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities Notes and Pari Passu NotesIndebtedness; provided that no Notes or other Pari Passu Indebtedness will be selected and purchased in an unauthorized denomination. Upon completion of such any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for . (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a period currency other than Euro, the amount thereof payable in respect of 20 Business Days following its commencementthe Notes shall not exceed the net amount of funds in Euro that is actually received by the Company upon converting such portion into Euro. (e) Notwithstanding any other provisions of this Section 3.5, except (i) to the extent that any of or all the Net Available Cash of any Asset Disposition by a longer period Foreign Subsidiary (a “Foreign Disposition”) is required (x) prohibited or delayed by applicable law local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other onerous organizational or administrative impediments from being repatriated to the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”)United States, the Company portion of such Net Available Cash so affected will purchase the principal amount of Securities and Pari Passu Notes not be required to be purchased pursuant to applied in compliance with this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date3.5, and no additional interest will such amounts may be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment retained by the Company in accordance with the terms of this Section 3.5 andapplicable Foreign Subsidiary so long, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agentbut only so long, as the case may beapplicable local law will not permit repatriation to the United States (the Company hereby agreeing to use reasonable efforts (as determined in the Company’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Available Cash is permitted under the applicable local law, applicable organizational impediment or other impediment, such repatriation will be promptly effected and such repatriated Net Available Cash will be promptly (but and in any case event not later than five (5) Business Days after termination such repatriation could be made) applied (net of the Asset Disposition Offer Periodadditional Taxes payable or reserved against as a result thereof) mail (whether or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal not repatriation actually occurs) in compliance with this Section 3.5 and (ii) to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by extent that the Company has determined in good faith that repatriation of any of or all the Net Available Cash of any Foreign Disposition would have an adverse Tax cost consequence with respect to such Net Available Cash (which for purchasethe avoidance of doubt, and the Company will promptly issue a new Securityincludes, and the Trusteebut is not limited to, upon delivery of an Officers’ Certificate from any prepayment whereby doing so Holdings, the Company, will authenticate and mail any Restricted Subsidiary or deliver such new Security any of their respective affiliates and/or equity partners would incur a tax liability, including a tax dividend, deemed dividend pursuant to such HolderCode Section 956 or a withholding tax), in the Net Available Cash so affected may be retained by the applicable Foreign Subsidiary. The non-application of any prepayment amounts as a principal amount equal to any unpurchased portion consequence of the Security surrendered; provided that each such new Security foregoing provisions will be in not, for the avoidance of doubt, constitute a principal amount of $1,000 Default or an integral multiple Event of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. Default. (f) For the purposes of this Section 3.53.5(a)(2), the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (or other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) liabilities of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations Indebtedness of the Company or Disqualified Stock of any Subsidiary a Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); andDisposition; (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary of the Company from the transferee that are converted, sold or exchanged within 60 days of receipt converted by the Company or such Restricted Subsidiary into cash. The Company will complycash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent applicable, with that the requirements Company and each other Restricted Subsidiary are released from any Guarantee of Rule 14(e) payment of the Exchange Act and any other securities laws or regulations such Indebtedness in connection with such Asset Disposition; (4) consideration consisting of Indebtedness of the repurchase of Securities Company (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Company or any Restricted Subsidiary; and (5) any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Indenture. Section 3.5 that is at that time outstanding, not to exceed the greater of (i) $100.0 million; and (ii) 3.0% of the Total Assets of the Company (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (g) To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.5Indenture, the Company will comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under described in this Indenture by virtue of any conflictthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, make any Asset Disposition unless: (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (of the shares and assets subject to such Asset Disposition, as such fair market value to may be determined on (and shall be determined, to the date of contractually agreeing to extent such Asset Disposition), as determined Disposition or any series of related Asset Dispositions involves aggregate consideration in excess of $20.0 million) in good faith by the Board of Directors Directors, whose determination shall be conclusive (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition;, (2ii) in the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value of $20.0 million or more, at least 75% of the consideration from such therefor (excluding, in the case of an Asset Disposition (or series of related Asset Dispositions), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents or Replacement Assets; cash, and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be: (a) to the extent the Company or any Restricted Subsidiary, as the case may be) as follows: (A) first, either (x) to the extent the Company elects (or is required by the terms of any Bank Indebtedness, any Senior Indebtedness of the Company or any Note Guarantor Senior Indebtednessor any Indebtedness of a Restricted Subsidiary that is not a Note Guarantor), to prepay, repay or purchase Senior any such Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate a Restricted Subsidiary) within 365 days after the later of the Companydate of such Asset Disposition and the date of receipt of such Net Available Cash, or (y) to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the later of the date of such Asset Disposition or and the date of receipt of such Net Available Cash, unless cash or, if such reinvestment in Additional Assets is otherwise used a project authorized by the Board of Directors that will take longer than such 365 days to complete, the period of time necessary to complete such project; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (bA) above (such balance, the “Excess Proceeds”), to make an offer to purchase Notes and (to the extent the Company or such Restricted Subsidiary elects, or is required by the terms thereof) to purchase, redeem or repay any other Senior Indebtedness of the Company or a Restricted Subsidiary, pursuant and subject to Section 411(b) and Section 411(c) and the agreements governing such other Indebtedness; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) above, to fund (to the extent consistent with any other applicable provision of this Indenture) any general corporate purpose (including the repurchase, repayment or other acquisition or retirement of any Subordinated Obligations); provided, however, that, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a)A)(x) or (B) above, the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to . Notwithstanding the extent foregoing provisions of this Section 411, the Company or such and the Restricted Subsidiary elects, Subsidiaries shall not be required to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of apply any such Net Available Cash in accordance with clause (a) or clause (b) above, this Section 411 except to the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any extent that the aggregate Net Available Cash from all Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds accordance with this Section 411 exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof Notes and other Pari Passu Notes surrendered by holders Indebtedness of the Company or lendersa Restricted Subsidiary validly tendered and not withdrawn (or otherwise subject to purchase, collectively, redemption or repayment) in connection with an offer pursuant to clause (iii) (B) above exceeds the amount of Excess Proceeds, the Trustee shall select Excess Proceeds will be apportioned between such Notes and such other Indebtedness of the Securities and Pari Passu Company or a Restricted Subsidiary, with the portion of the Excess Proceeds payable in respect of such Notes to be purchased on equal the lesser of (x) the Excess Proceeds amount multiplied by a pro rata basis on fraction, the basis numerator of which is the outstanding principal amount of such Notes and the denominator of which is the sum of the outstanding principal amount of the Notes and the outstanding principal amount of the relevant other Indebtedness of the Company or a Restricted Subsidiary, and (y) the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5clause (ii) of paragraph (a) above, the following will be are deemed to be cash: : (1) Temporary Cash Investments and Cash Equivalents, (2) the assumption by the transferee of Indebtedness of the Company (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of the Company) or any Restricted Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Disposition Disposition, (in which case 3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company will, without further action, be deemed to have applied and each other Restricted Subsidiary are released from any Guarantee of payment of the principal amount of such deemed cash to Indebtedness in accordance connection with clause such Asset Disposition, (a4) above); and (2) securities, notes or other obligations securities received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt converted by the Company or such Restricted Subsidiary into cashcash within 180 days, (5) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary and (6) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to 3% of Consolidated Tangible Assets (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 411(a)(iii)(B), the Company will be required to purchase Notes tendered pursuant to an offer by the Company for the Notes (the “Offer”) at a purchase price of 100% of their principal amount plus accrued and unpaid interest to the purchase date in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 411(c). If the aggregate purchase price of the Notes tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase of Notes, the remaining Net Available Cash will be available to the Company for use in accordance with Section 411(a)(iii)(B) (to repay other Indebtedness of the Company or a Restricted Subsidiary) or Section 411(a)(iii)(C). The Company shall not be required to make an Offer for Notes pursuant to this Section 411 if the Net Available Cash available therefor (after application of the proceeds as provided in Section 411(a)(iii)(A)) is less than $25.0 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (c) The Company shall, not later than 45 days after the Company becomes obligated to make an Offer pursuant to this Section 411, mail a notice to each Holder with a copy to the Trustee stating: (1) that an Asset Disposition that requires the purchase of a portion of the Notes has occurred and that such Holder has the right (subject to the prorating described below) to require the Company to purchase a portion of such Holder’s 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 (subject to Section 307); (2) the circumstances and relevant facts and financial information regarding such Asset Disposition; (3) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); (4) the instructions determined by the Company, consistent with this Section 411, that a Holder must follow in order to have its Notes purchased; and (5) the amount of the Offer. If, upon the expiration of the period for which the Offer remains open, the aggregate principal amount of Notes surrendered by Holders exceeds the amount of the Offer, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased). (d) The Company will comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to this IndentureSection 411. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5411, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture Section 411 by virtue of any conflictthereof.

Limitation on Sales of Assets and Subsidiary Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors of the Company (including as to the value of all non-cash consideration), ) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents Equivalents, provided that the following will be deemed to be cash: (a) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Replacement AssetsDisqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Subsidiary that is a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to payment of Indebtedness in accordance with clause (3)(a) below); (b) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are within 30 days of receipt converted by the Company or such Restricted Subsidiary into cash; and (c) any Additional Assets received by the Company or such Restricted Subsidiary in connection with such Asset Disposition; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be: (a) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation Obligations of a Restricted Subsidiary that is a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) or any combination thereof within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; orand (b) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (a), to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash (or pursuant to arrangements in place within the such 365 day period (to the extent such arrangements are completed days, enter into a definitive agreement with respect thereto that is consummated within 90 545 days after execution the receipt of such arrangementNet Available Cash); provided that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this the Indenture. Any Net Available Cash from Asset Dispositions that is are not applied or invested (or dedicated to an investment in Additional Assets as provided in, and within the time period set forth abovein, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “"Excess Proceeds.” " On the 366th day after an Asset Disposition, if that the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt by the Company or such Restricted Subsidiary into cash. The Company will comply, to the extent applicable, with the requirements of Rule 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.exceeds

Limitation on Sales of Assets and Subsidiary Stock. The Company will (a) Iridium shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, make any Asset Disposition unless: (1i) the Company Iridium or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), ) of the shares and assets subject to such Asset Disposition, as determined by the Board of Directors in good faith and evidenced by a resolution filed with the Trustee; (2ii) at least 7580% of the consideration from such Asset Disposition therefor received by the Company Iridium or such Restricted Subsidiary, as the case may be, is in the form consists of cash or Cash Equivalents or Replacement Assets; and Marketable Securities (3) provided that an amount equal to 100% the fair value (as determined in good faith by the Board of Directors as evidenced by a resolution filed with the Net Available Cash from such Trustee) of assets utilized or to be utilized in a Related Business and received by Iridium or any Restricted Subsidiary in connection with any Asset Disposition shall be treated as cash solely for purposes of this clause (ii)) or the assumption of Indebtedness of Iridium (other than Indebtedness that is applied by a Subordinated Obligation) or the Company Restricted Subsidiary, as the case may be, and the release of Iridium or such Restricted Subsidiary, as the case may be:, from all liability on the Indebtedness assumed; and (aiii) to the extent the Company or all Net Available Proceeds, less any Restricted Subsidiary, as the case may be, elects amounts invested within 180 days of such disposition (or is required committed by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), such 180th day for investment pursuant to prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) written agreement which commits such investment within 365 180 days from the later of after the date of such Asset Disposition or the receipt of such Net Available Cashagreement) in assets that comply with Section 4.13, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets are applied within 365 180 days from the later of the date of such Asset Disposition (1) first, to the permanent repayment or the receipt reduction of such Net Available Cash Indebtedness then outstanding under any Bank Credit Agreement or pursuant to arrangements in place within the 365 day period (Vendor Financing Facility, to the extent such arrangements are completed within 90 days after execution of agreement or facility would require such arrangement); provided that pending application or prohibit payments pursuant to the final application of any such Net Available Cash in accordance with following clause (a2), (2) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth abovesecond, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess of remaining Net Available Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) Offer to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness Purchase outstanding with similar provisions requiring the Company to make an offer to Series B Notes at a purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Series B Notes plus accrued and unpaid interest 59 51 and Liquidated Damages, if any, to the date of purchasepurchase and, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later terms thereof, any other Indebtedness of Iridium or a Restricted Subsidiary that ranks pari passu with the Series B Notes at a purchase price no greater than five Business Days after the termination 100% of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any thereof plus accrued and unpaid interest will be paid and liquidated damages, if any, to the Person in whose name a Security is registered at the close date of business on such record date, purchase and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will(3) third, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities any remaining Net Available Proceeds after application of clauses (1) and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms (2) of this Section 3.5 and4.06(a)(iii), in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price repayment of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery other Indebtedness of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company Iridium or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated IndebtednessSubsidiary, Guarantor Subordinated Obligations or Disqualified Stock of to the extent permitted under the terms thereof. To the extent any Subsidiary Guarantor) Net Available Proceeds remain after such uses, Iridium and the release of Restricted Subsidiaries may use such amounts for any purposes not prohibited by this Indenture. Notwithstanding the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such foregoing, (x) these provisions shall not apply to any Asset Disposition which constitutes a transfer, conveyance, sale, lease or other disposition of all or substantially all of Iridium's, Capital's or a Guarantor Subsidiary's properties or assets as described under Article V and (in which case the Company will, without further action, y) Iridium shall not be deemed required to have applied such deemed cash repurchase or redeem Series B Notes pursuant to Indebtedness in accordance with clause (a) above); and (2) securitiesof this Section 4.06(a)(iii) until Net Available Proceeds from all Asset Dispositions in the aggregate, notes or other obligations received by the Company or less (x) any Restricted Subsidiary from the transferee that are converted, sold or exchanged amounts invested within 60 180 days of receipt such dispositions (or committed by such 180th day for investment pursuant to a written agreement which commits such investment within 180 days after the Company date of such agreement) in a Related Business, (y) any amounts applied pursuant to clause (1) above and (z) any amounts previously applied pursuant to clause (1), (2) or such Restricted Subsidiary into cash. (3) of this Section 4.06(a)(iii), are greater than $10,000,000. (b) The Company will Note Issuers shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Series B Notes pursuant to this IndentureSection 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5covenant, the Company will Issuers shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations described under this Indenture Section 4.06 by virtue of any conflictthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make any Asset Disposition unless: (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), Fair Market Value of the shares and assets subject to such Asset Disposition;, (2ii) at least 75% of the consideration from such Asset Disposition thereof received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents or Replacement Assets; Equivalents, and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be:) (a1) FIRST, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay repay, purchase, repurchase, redeem, retire, defease or purchase otherwise acquire for value (A) Senior Indebtedness of the Company or Senior Indebtedness (other than obligations in respect of Preferred Stock) of a Restricted Subsidiary or (other than B) any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a non-guarantor Restricted Subsidiary Guarantor) only if the assets sold were of a non-guarantor Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) Company and other than obligations in respect of Disqualified Stock), in each case, within 365 days from after the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (2) SECOND, unless cash is otherwise used to the extent of the balance of Net Available Cash after application in accordance with clause (b1), to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the later of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365-day period; (3) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (1) and (2), to make an Offer (as defined in Section 4.06(b)) to purchase Notes pursuant to and subject to the conditions set forth in Section 4.06(b); providedPROVIDED, howeverHOWEVER, thatthat if the Company elects (or is required by the terms of any other Senior Subordinated Indebtedness), such Offer may be made ratably to purchase the Notes and other Senior Subordinated Indebtedness of the Company, and (4) FOURTH, to the extent of the balance of such Net Available Cash after application in accordance with clauses (1), (2) and (3), for any general corporate purpose not restricted by the terms of this Indenture; PROVIDED, HOWEVER that in connection with any prepayment, repayment repayment, purchase, repurchase, redemption, retirement, defeasance or purchase other acquisition for value of Indebtedness pursuant to this clause (a)1) above, the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, purchased, repurchased, redeemed, retired, defeased or purchased; or (b) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending otherwise acquired for value. Pending the final application of any such the Net Available Cash in accordance with clause (a) or clause (b) aboveCash, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness revolving credit borrowings or otherwise invest such the Net Available Cash in any manner that is not prohibited by this Indenture. Any Notwithstanding the foregoing provisions of this Section 4.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of exceeds $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date5.0 million. For the purposes of this Section 3.54.06, the following will be are deemed to be cash: : (1A) the assumption by the transferee of Indebtedness of the Company (other than Senior Subordinated Indebtedness, Subordinated Obligations or obligations in respect of Disqualified Stock) Stock of the Company Company) or Indebtedness of a any Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or obligations in respect of Disqualified Stock and Preferred Stock of any a Restricted Subsidiary that is Note Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition Disposition; (in which case B) any Designated Noncash Consideration received by the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness or any of its Restricted Subsidiaries in accordance with clause the Asset Disposition; and (aC) above); and (2) securities, notes securities or other obligations received by the Company or any Restricted Subsidiary from the transferee that are (subject to ordinary settlement periods) converted, sold or exchanged within 60 30 days of receipt by the Company or such Restricted Subsidiary into cashcash (to the extent of the cash received in that conversion, sale or exchange). In the case of an Asset Swap constituting part of an Asset Disposition, the Company or any such Restricted Subsidiary shall only be required to receive cash in an amount equal to at least 75% of the proceeds of the Asset Disposition which are not received in connection with the Asset Swap. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.06(a)(iii)(3), the Company shall be required (i) to purchase Notes tendered pursuant to an offer by the Company for the Notes (the "Offer") at a purchase price of 100% of their principal amount plus accrued and unpaid interest and Additional Interest thereon, if any, to, but not including, the date of purchase (subject to the right of Holders of record on the relevant date to receive interest due on the relevant interest payment date) in accordance with the procedures (including prorating in the event of oversubscription), set forth in this Indenture and (ii) to purchase other Senior Subordinated Indebtedness of the Company on the terms and to the extent contemplated thereby (provided that in no event shall the Company offer to purchase such other Senior Subordinated Indebtedness of the Company at a purchase price in excess of 100% of its principal amount, plus accrued and unpaid interest thereon). If the aggregate purchase price of Notes (and other Senior Subordinated Indebtedness) tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase of the Notes (and other Senior Subordinated Indebtedness), the Company shall apply the remaining Net Available Cash in accordance with Section 4.06(a)(iii)(4). The Company shall not be required to make an Offer for Notes (and other Senior Subordinated Indebtedness) pursuant to this Section 4.06 if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (1) and (2) of Section 4.06(a)(iii)) is less than $5.0 million for any particular Asset Disposition (which lesser amount will be carried forward for purposes of determining whether an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (i) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Company either in whole or in part (subject to prorating as hereinafter described in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum shall include (1) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (2) a description of material developments in the Company's business subsequent to the date of the latest of such reports, and (3) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the address referred to in clause (iii). (ii) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers' Certificate as to (1) the amount of the Offer (the "Offer Amount"), (2) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (3) the compliance of such allocation with the provisions of Section 4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount equal to the Offer Amount to be invested in Temporary Cash Investments and to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancelation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Offer Amount delivered by the Company to the Trustee is greater than the purchase price of the Notes (and other Senior Subordinated Indebtedness) tendered, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (iii) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes and any other Senior Subordinated Indebtedness included in the Offer surrendered by holders thereof exceeds the Offer Amount, the Company shall select the Notes and other Senior Subordinated Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes and other Senior Subordinated Indebtedness in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (iv) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (v) The Company shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to this IndentureSection. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5Section, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture Section by virtue of any conflictthereof.

Limitation on Sales of Assets and Subsidiary Stock. The Company will and the Guarantors shall not, and will shall not permit any of its Restricted their Subsidiaries to, make in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any Asset Disposition unless: of its property, business or assets, including by merger or consolidation (1) the Company or such Restricted Subsidiary, as in the case may be, receives consideration at least equal to of a Subsidiary of the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset DispositionCompany), as determined in good faith by the Board and including any sale or other transfer or issuance of Directors (including as to the value any Equity Interests of all non-cash consideration), any Subsidiary of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration from such Asset Disposition received Company, whether by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be: (a) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to of either or through the Company issuance, sale or an Affiliate transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless (l)(a) the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied (i) within 365 270 days from the later of after the date of such Asset Disposition or Sale to the receipt optional redemption of such Net Available Cash, unless cash is otherwise used the Securities in accordance with clause the terms of this Indenture and other Indebtedness of the Company ranking on a parity with the Securities and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds for asset sales, pro rata in proportion to the respective principal amounts (b); provided, however, that, or accreted values in connection with any prepayment, repayment or purchase the case of Indebtedness pursuant to this clause issued with an original issue discount) of the Securities and such other Indebtedness then outstanding or (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if anyii) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 300 days from the later of after the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (Sale to the extent such arrangements are completed within 90 days after execution repurchase of such arrangement); provided that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to such other Indebtedness on a parity with the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding Securities and with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any for asset sales pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding) (the "Asset Disposition Sale Offer") at a purchase price of 100% of principal amount (“Pari Passu Notes”or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, made within 270 days of such Asset Sale or (b) within 270 days following such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in tangible assets and property other than notes, bonds, obligations and securities) which in the good faith reasonable judgment of the Board will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction or (ii) used to retire Purchase Money Indebtedness, Mortgage Indebtedness or Senior Debt and, to permanently reduce (in the case of Senior Debt that is not Purchase Money Indebtedness or Mortgage Indebtedness) the amount of such Indebtedness, incurred under Section 4.11 hereof (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount), (2) at least 90% of the consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, (3) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a PRO FORMA basis, to, such Asset Sale, and (4) the Board of Directors of the Company determines in good faith that the Company or such Subsidiary, as applicable, receives fair market value for such Asset Sale. Notwithstanding, and without complying with, the provisions of this covenant: (i) the Company and its Subsidiaries may, in the ordinary course of business, (1) convey, sell, transfer, assign or otherwise dispose of inventory and other assets acquired and held for resale in the ordinary course of business and (2) liquidate Cash Equivalents; (ii) the Company and its Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets pursuant to purchase and in accordance with Section 5.1; (iii) the maximum principal amount Company and its Subsidiaries may sell or dispose of damaged, worn out, scrap or other obsolete property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of the business of the Company or such Subsidiary, as applicable; and (iv) the Company and the Guarantors may convey, sell, transfer, assign or otherwise dispose of assets to the Company or any of its Wholly-Owned Subsidiary Guarantors; (v) the Company and its Subsidiaries, in the ordinary course of business, may convey, sell, transfer, assign, or otherwise dispose of assets (or related assets in related transactions) with a fair market value of less than $250,000; and (vi) the Company and each of its Subsidiaries may surrender or waive contract rights or settle, release or surrender contract, tort or other claims of any kind or grant Liens not prohibited by this Indenture; An acquisition of Securities pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in 1(a)(i) or 1(b) above (the "Excess Proceeds") exceeds $5,000,000 and any such Pari Passu Notes to which that each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Disposition Sale Offer applies that may be purchased out of Period, the Excess Proceeds, at an offer price in cash in Company shall apply the Asset Sale Offer Amount plus an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest and Liquidated Damages, if any, to the date purchase of purchaseall Indebtedness properly tendered (on a PRO RATA basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000if any). To the extent that the aggregate amount of Securities and Pari Passu Notes so validly such other PARI PASSU Indebtedness tendered and not properly withdrawn pursuant to an Asset Disposition Sale Offer is less than the Excess ProceedsAsset Sale Offer Amount, the Company may use any remaining Excess Net Cash Proceeds for general corporate purposespurposes as otherwise permitted by this Indenture and following each Asset Sale Offer the Excess Proceeds amount shall be reset to zero. For purposes of (2) above, subject to other covenants contained in this Indenture. If total consideration received means the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds total consideration received for such Asset Sales minus the amount of Excess Proceedsof, (a) Purchase Money Indebtedness or Mortgage Indebtedness secured solely by the Trustee shall select the Securities assets sold and Pari Passu Notes to be purchased on assumed by a pro rata basis on the basis of the aggregate principal amount of tendered Securities transferee and Pari Passu Notes. Upon completion (b) property that within 30 days of such Asset Disposition Sale is converted into cash or Cash Equivalents, PROVIDED that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received. All Net Cash Proceeds from an Event of Loss relating to a Material Facility shall be invested, used for prepayment of Senior Indebtedness or used to repurchase Securities, all within the period and as otherwise provided above in clauses 1(a) or 1(b)(i) of the first paragraph of this Section 4.14 plus 90 days. In addition to the foregoing and notwithstanding anything herein to the contrary, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make any Asset Sale of any of the Equity Interests of any Subsidiary of the Company (other than the Company or a Wholly-Owned Subsidiary Guarantor) except pursuant to an Asset Sale of all the Equity Interests of such Subsidiary. Notice of an Asset Sale Offer shall be sent, on or prior to the commencement of the Asset Sale Offer, by first-class mail, by the amount of Excess Proceeds shall be reset Company to each Holder at zeroits registered address, with a copy to the Trustee. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except notice to the extent that a longer period is Holders shall contain all information, instructions and materials required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required or otherwise material to be purchased pursuant such Holders' decision to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Sale Offer. On or before the Asset Disposition Purchase DateThe notice, the Company will, which (to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance consistent with this Indenture) shall govern the terms of this Section 3.5 andan Asset Sale Offer, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cashshall state: (1) that the assumption by Asset Sale Offer is being made pursuant to such notice and this Section 4.14; (2) the transferee Asset Sale Offer Amount, the Asset Sale Offer Price (including the amount of Indebtedness accrued but unpaid interest (other than Senior Subordinated Indebtednessand Liquidated Damages, Subordinated Obligations if any)), and the date of purchase; (3) that any Security or Disqualified Stockportion thereof not tendered or accepted for payment will continue to accrue interest if interest is then accruing; (4) that, unless the Company defaults in depositing cash with the Paying Agent (which may not for purposes of this Section 4.14, notwithstanding anything in this Indenture to the contrary, be the Company or Indebtedness any Affiliate of the Company), in accordance with the last paragraph of this Section 4.14 any Security, or portion thereof, accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (5) that Holders electing to have a Restricted Subsidiary Security, or portion thereof, purchased pursuant to an Asset Sale Offer will be required to surrender their Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 4.14, notwithstanding any other than Guarantor Senior Subordinated Indebtednessprovision of this Indenture, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of be the Company or any Affiliate of the Company) at the address specified in the notice; (6) that Holders will be entitled to withdraw their elections, in whole or in part, if the Paying Agent receives, prior to the expiration of the Asset Sale Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement containing a facsimile signature and stating that such Restricted Subsidiary from all liability on Holder is withdrawing his election to have such principal amount of the Securities purchased; (7) that if Indebtedness in connection a principal amount in excess of the principal amount of Securities to be acquired pursuant to the Asset Sale Offer are tendered and not withdrawn, the Company shall purchase Indebtedness on a PRO RATA basis in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) thereof (with such Asset Disposition (in which case adjustments as may be deemed appropriate by the Company will, without further action, so that only Securities in denominations of $1,000 or integral multiples of $1,000 shall be deemed acquired); (8) that Holders whose Securities were purchased only in part will be issued new Securities equal in principal amount to have applied such deemed cash to Indebtedness in accordance with clause (a) above)the unpurchased portion of the Securities surrendered; and (29) securitiesthe circumstances and relevant facts regarding such Asset Sales. Any Asset Sale Offer shall be made in compliance with all applicable laws, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are convertedrules, sold or exchanged within 60 days of receipt by the Company or such Restricted Subsidiary into cash. The Company will complyand regulations, to the extent including, if applicable, with the requirements of Rule 14(e) Regulation 14E of the Exchange Act and any the rules and regulations thereunder and all other applicable Federal and state securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenturelaws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.5paragraph, compliance by the Company or any of its subsidiaries with such laws and regulations shall not in and of itself cause a breach of its obligations under such covenant. On or before the date of purchase, the Company will comply shall (i) accept for payment Securities or portions thereof properly tendered pursuant to the Asset Sale Offer (on a PRO RATA basis if required pursuant to paragraph (7) above), (ii) deposit with the applicable securities laws Paying Agent cash sufficient to pay the Asset Sale Offer Price for all Securities or portions thereof so accepted and regulations (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate setting forth the Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Asset Sale Offer Price for such Securities, and the Company shall promptly issue a new Security and the Trustee, upon written request of the Company, shall promptly authenticate and mail or deliver to such Holders such new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. If the payment date in connection with an Asset Sale Offer hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any, due on such Interest Payment Date) will be paid to the person in whose name a Security is registered at the close of business on such Record Date, and such interest (or Liquidated Damages, if applicable) will not be deemed payable to have breached its obligations under this Indenture by virtue of any conflictHolders who tender Securities pursuant to such Asset Sale Offer.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including the value to be determined on the date of contractually agreeing to such Asset Disposition), all non-cash consideration) as determined in good faith by the Board of Directors (including as to the value Directors, an Officer or an officer of all non-cash consideration)such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision, of the shares and or assets subject to such Asset Disposition; (2) at least 75% of the consideration from such Asset Disposition thereof received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash, cash equivalents, oil and natural gas properties or Cash Equivalents capital assets to be used by the Company or Replacement Assetsany Restricted Subsidiary in the Oil and Gas Business; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be:) (aA) first, to the extent the Company or any Restricted Subsidiary, as the case may be, so elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay repay, purchase, repurchase, redeem, defease or purchase otherwise acquire or retire for value Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation Stock) of a Wholly Owned Subsidiary Guarantor) that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, unless cash is otherwise used to the extent of the balance of such Net Available Cash after application in accordance with clause (bA), to the extent the Company so elects, to acquire Additional Assets or make capital expenditures in the Oil and Gas Business within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the 6⅝% Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase 6⅝% Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions of this Section 1014; provided, however, that, that in connection with any prepayment, repayment repayment, purchase, repurchase, redemption, defeasance or purchase other acquisition or retirement for value of Indebtedness pursuant to this clause (aA) or (C) of this Section 1014(a)(3), the Company or such Restricted Subsidiary will shall permanently retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) . Notwithstanding the foregoing provisions of this Section 1014, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 1014 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 1014(a) exceeds $20 million. Pending application of Net Available Cash pursuant to this Section 1014(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of clause (a)(2) of this Section 1014, the following are deemed to be cash or cash equivalents: (1) the release of, pursuant to a novation or other agreement, or the discharge of, the Company or such Restricted Subsidiary electsfrom all liability on Indebtedness in connection with such Asset Disposition; and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 120 days of their receipt. Notwithstanding the foregoing, the 75% limitation referred to invest in Additional Assets paragraph (a)(2) of this Section 1014 shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. The requirement of Section 1014(a)(3)(B) shall be deemed satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Company or its Restricted Subsidiary within 365 days from the time period specified in such clause and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement. (b) In the event of an Asset Disposition that requires the purchase of 6⅝% Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to Section 1014(a)(3)(C), the Company shall make such offer to purchase 6⅝% Notes (the “Offer”) on or before the 366th day after the later of the date of such Asset Disposition or the receipt of such Net Available Cash or Cash, and will purchase 6⅝% Notes tendered pursuant to arrangements the Offer by the Company for the 6⅝% Notes (and such other Senior Subordinated Indebtedness of the Company) at a purchase price of 100% of their principal amount (or, in place within the 365 day period event such other Senior Subordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (to the extent such arrangements are completed within 90 days after execution or, in respect of such arrangement); provided that pending other Senior Subordinated Indebtedness of the final application of any Company, such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Dispositionlesser price, if the aggregate amount of Excess Proceeds exceeds $25.0 millionany, the Company will as may be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required provided for by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount purchase price of Securities surrendered by Holders thereof 6⅝% Notes and any other Pari Passu Notes surrendered by holders or lenders, collectively, Senior Subordinated Indebtedness tendered exceeds the amount of Excess ProceedsNet Available Cash allotted to their purchase, the Trustee Company shall select the Securities 6⅝% Notes and Pari Passu Notes other Senior Subordinated Indebtedness to be purchased on a pro rata basis on but in round denominations, which in the basis case of the aggregate 6⅝% Notes shall be denominations of $1,000 principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zeroor multiples thereof. The Asset Disposition Company shall not be required to make such an Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law purchase 6⅝% Notes (the “Asset Disposition Offer Period”). No later than five Business Days after the termination and other Senior Subordinated Indebtedness of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased Company) pursuant to this Section 3.5 (1014 if the “Asset Disposition Offer Amount”) or, if Net Available Cash available therefor is less than the Asset Disposition $20 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response is required with respect to the Net Available Cash from any subsequent Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record dateDisposition). (1) Promptly, and no additional interest will be payable in any event within 10 days after the Company becomes obligated to Holders who tender Securities pursuant to the Asset Disposition make an Offer. On or before the Asset Disposition Purchase Date, the Company will, shall deliver to the extent lawfulTrustee and send, accept for paymentby first-class mail to each Holder, on a pro rata basis written notice stating that the Holder may elect to have its 6⅝% Notes purchased by the extent necessary, Company either in whole or in part (subject to prorating as described in Section 1014(b) in the Asset Disposition event the Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case is oversubscribed) in integral multiples of $1,0001,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision and all instructions and materials necessary to tender 6⅝% Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Subordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 1014(a) and (b). On or before 11:00 a.m., New York City time, on the Purchase Date, the Company shall irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) immediately available funds in an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Subordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancellation the 6⅝% Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the 6⅝% Notes delivered by the Company to the Trustee is less than the Offer Amount applicable to the 6⅝% Notes, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period. Upon completion of an Offer, Net Available Cash shall be deemed to be reduced by the Offer Amount. (3) Holders electing to have an 6⅝% Notes purchased shall be required to surrender the 6⅝% Note, with the form “Option of Holder to Elect Purchase” on the reverse duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the 6⅝% Notes which was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such 6⅝% Notes purchased. Holders whose Securities are purchased only in part shall be issued new 6⅝% Notes equal in principal amount to the unpurchased portion of the 6⅝% Notes surrendered. (4) At the time the Company delivers 6⅝% Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Securities or portions thereof were 6⅝% Notes are to be accepted for payment by the Company pursuant to and in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu NotesSection. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, An 6⅝% Note shall be deemed to have applied such deemed cash been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to Indebtedness in accordance with clause (a) above); andthe surrendering Holder. (2d) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt by the Company or such Restricted Subsidiary into cash. The Company will shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities 6⅝% Notes pursuant to this IndentureSection. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5Section, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture Section by virtue of any conflictits compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: unless (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition)value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; , (2ii) at least 75% of the consideration from such Asset Disposition thereof received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents or Replacement Assets; and and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be: ) (aA) first, to the extent the Company or any Restricted Subsidiary, as the case may ----- be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation Preferred Stock) of a Wholly-Owned Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, unless cash is otherwise used to the extent of the balance of such Net Available Cash after ------ application in accordance with clause (bA), at the Company's election to the investment in Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) third, to ----- the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase (an "Offer") Notes and other pari passu debt obligations subject to a similar covenant (collectively, the "pari passu Notes") at par plus accrued and unpaid interest, if any, thereon; and (D) fourth, to the extent of the balance of such Net ------ Available Cash after application in accordance with clauses (A), (B) and (C), for other general corporate purposes not prohibited by the Indenture; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a)A) above, the Company or such Restricted Subsidiary will shall retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to . Notwithstanding the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) aboveforegoing provisions, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such shall not be required to apply any Net Available Cash in any manner not prohibited by this Indenture. Any accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is which are not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds accordance with this covenant exceed $25.0 5 million, the . The Company will shall not be required to make an offer Offer for the Notes and for the pari passu Notes pursuant to this covenant if the Net Available Cash available therefor (“Asset Disposition Offer”) to all Holders after application of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from as provided in clauses (A) and (B)) are less than $5 million for any particular Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount which lesser amounts shall be carried forward for purposes of Securities and any such Pari Passu Notes to which the Asset Disposition determining whether an Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest is required with respect to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Net Available Cash from any subsequent Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”Disposition). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt by the Company or such Restricted Subsidiary into cash. The Company will comply, to the extent applicable, with the requirements of Rule 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.

Limitation on Sales of Assets and Subsidiary Stock. The Company will (a) Sterling shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: (1i) the Company Sterling or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition)value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 7585% of the consideration from such Asset Disposition thereof received by the Company Sterling or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents or Replacement Assets; cash equivalents, and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company Sterling (or such Restricted Subsidiary, as the case may be:): (a1) FIRST, to the extent the Company or any Restricted Subsidiary, as the case may be, Sterling elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior IndebtednessDebt), to prepay, repay or purchase Senior Indebtedness of the Company Debt or Indebtedness of a Restricted Subsidiary Debt (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation Redeemable Stock) of a Wholly Owned Subsidiary Guarantor) (in each case other than Indebtedness Debt owed to the Company Sterling or an Affiliate of the CompanySterling or Holdings) within 365 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (2) SECOND, unless cash is otherwise used to the extent of the balance of such Net Available Cash after application in accordance with clause (b); providedii)(1) above, howeverat Sterling's election to the investment by Sterling, thatany Wholly Owned Subsidiary or the Restricted Subsidiary making such Asset Disposition in assets to replace the assets that were the subject of such Asset Disposition or an asset that (as determined by the Board of Directors) will be used in the business of Sterling, the Wholly Owned Subsidiaries or the Restricted Subsidiary making such Asset Disposition existing on the date of original issuance of the Notes or in businesses reasonably related thereto, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets each case within 365 days from the later of one year from the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period Cash; (3) THIRD, to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application balance of any such Net Available Cash after application in accordance with clause (aii)(1) or and clause (b) aboveii)(2), the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Notes (and any other Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), Debt of Sterling designated by Sterling) pursuant to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest subject to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants conditions contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt by the Company or such Restricted Subsidiary into cash. The Company will comply, to the extent applicable, with the requirements of Rule 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Group Member to, make directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, Group Member receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors Fair Market Value (including as to the value of all non-cash noncash consideration), of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration from such Asset Disposition thereof received by the Company or such Restricted Subsidiary, as the case may be, Group Member is in the form of cash or Cash Equivalents cash equivalents, Marketable Securities or Replacement Telecommunications Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted SubsidiaryGroup Member, as the case may be:) (aA) first, to the extent the Company or any such Restricted Subsidiary, as the case may be, Group Member elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay repay, redeem or purchase (x) Senior Indebtedness of the Company that is either secured Indebtedness or has a Stated Maturity prior to the Stated Maturity of the Securities or (y) Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation Stock) of a Subsidiary Guarantor) Restricted Group Member (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, unless cash is otherwise used to the extent of the balance of such Net Available Cash after application in accordance with clause (bA), to the extent the Company elects, to acquire Telecommunications Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the holders of the Securities (and to holders of other Senior Indebtedness that have a right to be included in such offer) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions contained in Section 4.06(b); provided, however, that, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a)A) or (C) above, the Company or such Restricted Subsidiary will Group Member shall permanently retire such Indebtedness (other than Indebtedness Incurred pursuant to the revolving loan portion of a Permitted Credit Facility) and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to . Notwithstanding the extent foregoing provisions of this Section 4.06, the Company or such and the Restricted Subsidiary elects, Group Members will not be required to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of apply any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated Section 4.06 except to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.06 exceeds $5.0 million. Pending application of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased Net Available Cash pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or4.06, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered such Net Available Cash shall be invested in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase DatePermitted Investments. For the purposes of this Section 3.54.06, the following will be are deemed to be cashcash or cash equivalents: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a any Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) Group Member and the release of the Company or such Restricted Subsidiary Group Member from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above)Disposition; and (2) securities, notes or other obligations securities received by the Company or any Restricted Subsidiary Group Member from the transferee that are converted, sold or exchanged within 60 days of receipt promptly converted by the Company or such Restricted Subsidiary Group Member into cashcash or cash equivalents. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.06(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other Senior Indebtedness) (the "Offer") at a purchase price of 100% of their Accreted Value (or, if other than the Securities, 100% of their principal amount or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorationing in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount at maturity or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of an Offer, the amount of Net Available Cash that served as the basis for such Offer will be reset at zero for purposes of Section 4.06(a). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount at maturity, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business, if any, subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than two Business Days prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of the Security which was delivered for purchase by the Holder and a statement that such Xxxxxx is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount at maturity to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this IndentureSection. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5Section, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture Section by virtue of any conflictits compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the fair market value Fair Market Value (including by way of relief from, or by any other Person or group of Persons assuming sole responsibility for, any liabilities, contingent or otherwise, with such fair market value Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors or senior management of the Company (including as to the value of all non-cash noncash consideration), of the shares and assets subject to such Asset Disposition; ; (2) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement AssetsEquivalents; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be: , within 360 days after the later of the date of such Asset Disposition or the receipt of such Net Available Cash, at its option: (a) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Restricted Wholly Owned Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days Company or, in the case of Net Available Cash from the later of the date Asset Dispositions by a Foreign Subsidiary, to prepay, repay or purchase Indebtedness of such Asset Disposition or Foreign Subsidiary if required by the receipt terms of Indebtedness of such Net Available Cash, unless cash is otherwise used in accordance with clause (bForeign Subsidiary); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or and (b) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement)Assets; provided that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. . (b) Any Net Available Cash from Asset Dispositions that is are not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph (a) will be deemed to constitute “"Excess Proceeds.” " On the 366th 361st day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“"Asset Disposition Offer”") to all Holders of Securities Notes and to the extent required by the terms of other Senior Subordinated Pari Passu Indebtedness, to all holders of other Senior Subordinated Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Pari Passu Indebtedness with the proceeds from any Asset Disposition (“"Pari Passu Notes”"), to purchase the maximum principal amount of Securities Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities Notes and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Securities Notes surrendered by Holders holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities Notes and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities Notes and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. . (c) The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “"Asset Disposition Offer Period”"). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “"Asset Disposition Purchase Date”"), the Company will purchase the principal amount of Securities Notes and Pari Passu Notes required to be purchased pursuant to this Section 3.5 3.8 (the “"Asset Disposition Offer Amount”") or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities Notes and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. . (d) If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security Note is registered at the close of business on such record date, and no additional interest will be payable to Holders holders who tender Securities Notes pursuant to the Asset Disposition Offer. . (e) On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities Notes and Pari Passu Notes or portions of Securities Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities Notes and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ ' Certificate stating that such Securities Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 3.8 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt by the Company or such Restricted Subsidiary into cash. The Company will comply, to the extent applicable, with the requirements of Rule 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.Passu

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: unless (1) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors (including as to the value Directors, which determination shall be conclusive evidence of all non-cash considerationcompliance with this provision), of the shares equity and assets subject to such Asset Disposition; ; (2) (A) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Equivalents Consideration”) or Replacement Assets(B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be: ) (aA) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation Stock) of a Wholly-Owned Subsidiary Guarantor) that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any provided such prepayment, repayment repayment, redemption or purchase of Indebtedness pursuant to this clause (a)permanently retires, the Company or such Restricted Subsidiary will retire such Indebtedness and will cause reduces the related loan commitment (if any) to be permanently reduced for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid repaid, redeemed or purchased; or (bB) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to invest in acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 365 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period Cash; and (C) third, to the extent such arrangements are completed within 90 days after execution of the balance of such arrangementNet Available Cash after application in accordance with clauses (A) and (B); provided that pending , to make an offer to the final Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt). (b) Notwithstanding Section 4.07(a), the Company and the Restricted Subsidiaries shall not be required to apply any such Net Available Cash in accordance with clause (aSection 4.07(a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated except to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and Net Available Cash from all Asset Dispositions, which is not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company applied in accordance with the terms of this Section 3.5 and4.07(a), in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in exceeds $40.0 million during any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Datecalendar year. For the purposes of this Section 3.54.07(a), the following will be are deemed to be cash: cash or cash equivalents (1i) any liabilities, as shown on the assumption by the transferee of Indebtedness (other than Senior Subordinated IndebtednessCompany’s or such Restricted Subsidiary’s most recent balance sheet, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a any Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations contingent liabilities and liabilities that are by their terms subordinated to the Securities or Disqualified Stock any Subsidiary Guarantee) that are assumed by the transferee of any Subsidiary Guarantorsuch Asset Disposition pursuant to (A) and the release of a customary novation agreement that releases the Company or such Restricted Subsidiary from all further liability on or (B) an assignment agreement that includes, in lieu of such Indebtedness in connection with such Asset Disposition (in which case a release, the agreement of the transferee or its parent company to indemnify and hold harmless the Company willor such Restricted Subsidiary from and against any loss, without further action, be deemed to have applied liability or cost in respect of such deemed cash to Indebtedness in accordance with clause assumed liability and (aii) above); and (2) securities, notes or other obligations any non-Cash Consideration received by the Company or any Restricted Subsidiary from the transferee that are is converted, monetized, sold or exchanged within 60 days of receipt by the Company or such Restricted Subsidiary into cashcash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.07(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. The requirement of Section 4.07(a)(3)(B) shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Company or its Restricted Subsidiary within the time period specified in such clause and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement. (c) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness of the Company) pursuant to Section 4.07(a)(3)(C), the Company shall make such offer to purchase Securities on or before the 541st day after the later of the date of such Asset Disposition or the receipt of such Net Available Cash, and shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and if required or permitted by the terms of any other Senior Indebtedness, to the holders of such Indebtedness) at a purchase price of 100% of their principal amount (or, in the event (x) such other Senior Indebtedness (other than the Existing Second Lien Notes, the New Second Lien Notes or the Securities) of the Company was issued with original issue discount greater than 2.5%, and (y) the Existing Second Lien Notes are outstanding, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.02; provided, however, that if the terms of an asset sale covenant relating to Secured Debt outstanding as of the Issue Date would require that such Secured Debt be included in an offer hereunder for the Securities, and the terms of such Secured Debt require that the price offered for the Securities in such offer be at a price not greater than 100% of accreted value, the Company may make the offer for the Securities hereunder at a price of 100% of accreted value so long as the Company has previously made an offer with the then remaining Net Available Cash from the applicable Asset Disposition for the Securities under Section 4.07(a)(3)(A) or otherwise at a price of 100% of principal amount. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Securities shall be minimum denominations of $2,000 principal amount or $1,000 integral multiples in excess thereof (although no Security of $2,000 in original principal amount or less shall be purchased in part). The Company will shall not be required to make such an offer to purchase Securities (and other Senior Indebtedness of the Company) pursuant to this Section 4.07 if the Net Available Cash not applied or invested as provided in Section 4.07(a)(3)(A) or (B) is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an offer to purchase, Net Available Cash shall be deemed to be reduced by the aggregate amount of such offer. (d) The Company shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this IndentureSection 4.07(c). To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.54.07(c), the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture Section 4.07(c) by virtue of any conflictits compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. The Company Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company Parent Guarantor or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (such fair market value Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), ) of the shares and or other assets subject to such Asset Disposition; (2) at least 75% of the aggregate consideration from such Asset Disposition received by the Company Parent Guarantor or such Restricted Subsidiary, as the case may be, from such Asset Disposition and all other Asset Dispositions since the Issue Date, on a cumulative basis, is in the form of cash or Cash Equivalents or Replacement Additional Assets, or any combination thereof; and (3) except as provided in the next paragraph, an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiaryapplied, as the case may be: (a) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, unless cash by the Parent Guarantor or such Restricted Subsidiary, as the case may be: (a) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Parent Guarantor, the Issuer (including the Securities) or a Subsidiary Guarantor or any Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is otherwise used not a Subsidiary Guarantor (in accordance with clause (beach case, excluding Indebtedness owed to the Parent Guarantor or an Affiliate of the Parent Guarantor); provided, however, that, in connection with any prepayment, repayment repayment, redemption or purchase of Indebtedness pursuant to this clause (a), the Company Parent Guarantor or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, redeemed or purchased; or (b) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement)Assets; provided that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company Parent Guarantor and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “"Excess Proceeds.” On " Not later than the 366th day after an from the later of the date of such Asset DispositionDisposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $25.0 20.0 million, the Company Issuer will be required to make an offer (“"Asset Disposition Offer”") to all Holders of Securities and and, to the extent required by the terms of other Senior Subordinated Pari Passu Indebtedness, to all holders of other Senior Subordinated Pari Passu Indebtedness outstanding with similar provisions requiring the Company Issuer to make an offer to purchase such Senior Subordinated Pari Passu Indebtedness with the proceeds from any Asset Disposition (“"Pari Passu Notes”), Securities") to purchase the maximum principal amount of Securities and any such Pari Passu Notes Securities to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or, in the event such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof) of the Securities and Pari Passu Notes Securities plus accrued and unpaid interest interest, if any (or in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Indebtedness), to the date of purchasepurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures set forth in this Indenture Section 3.5 or the agreements governing the Pari Passu NotesSecurities, as applicable, in each case in minimum principal amount of $2,000 and integral multiples of $1,000. To the extent that the aggregate amount 1,000 in excess of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture$2,000. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes Securities surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu NotesSecurities. To the extent that the aggregate amount of Securities and Pari Passu Securities so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Parent Guarantor and its Restricted Subsidiaries may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “"Asset Disposition Offer Period”"). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “"Asset Disposition Purchase Date”"), the Company Issuer will purchase the principal amount of Securities and Pari Passu Notes Securities required to be purchased pursuant to this Section 3.5 (the “"Asset Disposition Offer Amount”") or, if less than the Asset Disposition Offer Amount has been so validly tenderedtendered and not properly withdrawn, all Securities and Pari Passu Notes Securities validly tendered and not properly withdrawn in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest interest, if any, will be paid to the Person in whose name a Security Note is registered at the close of business on such record date, and no additional further interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes Securities or portions of Securities and Pari Passu Notes Securities so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,0001,000 in excess of $2,000. The Company Issuer will deliver to the Trustee an Officers’ ' Certificate stating that such Securities or portions thereof were accepted for payment by the Company Issuer in accordance with the terms of this Section 3.5 and, in addition, the Company Issuer will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu NotesSecurities. The Company Issuer or the Paying Agentpaying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu NotesSecurities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes Securities so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company Issuer for purchase, and the Company Issuer will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ ' Certificate from the CompanyIssuer, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a minimum principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess of $2,000. In addition, the Company Issuer will take any and all other actions required by the agreements governing the Pari Passu NotesSecurities. Any Security not so accepted will be promptly mailed or delivered by the Company Issuer to the Holder thereof. The Company Issuer will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. For the purposes of clause (2) of the first paragraph of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock) of the Company Parent Guarantor or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Obligations or Disqualified Stock of the Issuer and Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Subsidiary that is a Subsidiary Guarantor) and the release of the Company Parent Guarantor or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company Parent Guarantor will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a3)(a) above)of the first paragraph of this Section 3.5; and (2) securities, notes or other obligations received by the Company Parent Guarantor or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt converted by the Company Parent Guarantor or such Restricted Subsidiary into cashcash within 180 days after receipt thereof. The Company will complyNotwithstanding the foregoing, the 75% limitation referred to the extent applicable, with the requirements of Rule 14(ein clause (2) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions first paragraph of this Section 3.53.5 shall be deemed satisfied with respect to any Asset Disposition in which the cash or Cash Equivalents portion of the consideration received therefrom, the Company will comply determined in accordance with the applicable securities laws foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. The requirement of clause (3)(b) of the first paragraph of this Section 3.5 shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Parent Guarantor or its Restricted Subsidiary within the specified time period and regulations such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement. The Parent Guarantor will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless: (1) at the time of entering into such Asset Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be deemed to continuing or would occur as a consequence thereof; and (2) in the event such Asset Swap involves the transfer by the Parent Guarantor or any Restricted Subsidiary of assets having an aggregate Fair Market Value in excess of $20.0 million, the terms of such Asset Swap have breached its obligations under this Indenture been approved by virtue a majority of any conflictthe members of the Board of Directors of the Parent Guarantor.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, make any Asset Disposition unless: (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (of the shares and assets subject to such Asset Disposition, as such fair market value to may be determined on (and shall be determined, to the date of contractually agreeing to extent such Asset Disposition), as determined Disposition or any series of related Asset Dispositions involves aggregate consideration in excess of $10,000,000) in good faith by the Board of Directors Directors, whose determination shall be conclusive (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; (2ii) in the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value of $10,000,000 or more, at least seventy-five percent (75% %) of the consideration from such therefor (excluding, in the case of an Asset Disposition (or series of related Asset Dispositions) of assets, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash cash, and provided that this clause (ii) shall not apply -------- to any Asset Disposition (or Cash Equivalents or Replacement Assetsseries of related Asset Dispositions), involving assets that accounted for less than two percent (2%) of Consolidated EBITDA during the period of the most recent four (4) consecutive fiscal quarters ending prior to the date of such Asset Disposition for which consolidated financial statements of the Company are available; and (3iii) an amount equal to one-hundred percent (100% %) of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be: (a) to the extent the Company or any Restricted Subsidiary, as the case may be) as follows: (A) first, either (1) to the extent the Company elects (or is ----- - required by the provisions of this Agreement or the terms of the Credit Agreement or of Indebtedness of a Restricted Subsidiary that is not a Note Guarantor of any Senior Indebtedness or Guarantor Senior Indebtednessof the Notes), to prepay, repay or purchase Senior the Notes, the Bank Indebtedness of under the Company Credit Agreement or such Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Companya Restricted Subsidiary) within 365 days from the later of after the date of such Asset Disposition or (2) to the receipt extent - the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the date of such Asset Disposition, or, if such reinvestment in Additional Assets is a project that is authorized by the Board of Directors that will take longer than such 365 days to complete, the period of time necessary to complete such project; (B) second, to the extent of the balance of such Net Available Cash, unless cash is otherwise used ------ Cash after application in accordance with clause (bA) above, to make an offer to purchase Notes pursuant and subject to the conditions of this Section 8.4; and (C) third, to the extent of the balance of such Net Available ----- Cash after application in accordance with clauses (A) and (B) above, to fund (to the extent consistent with any other applicable provision of this Agreement) any general corporate purpose (including but not limited to the repurchase, repayment or other acquisition or retirement of any Subordinated Obligations to the extent otherwise permitted hereby); provided, however, that, that in connection with any prepayment, repayment or purchase -------- of Indebtedness pursuant to this clause (a)A)(1) or (B) above, the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or. (b) to Notwithstanding the extent foregoing provisions of this Section 8.4, the Company or such and the Restricted Subsidiary elects, Subsidiaries shall not be required to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of apply any such Net Available Cash in accordance with clause (a) or clause (b) above, this Section 8.4 except to the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any extent that the aggregate Net Available Cash from all Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu NotesSection 8.4 exceeds $15,000,000, as applicable, in each case in integral multiples it being understood that lesser amounts of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds Net Available Cash shall be reset at zero. The Asset Disposition Offer will remain open carried forward for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company future application in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly 8.4. (but in any case not later than five Business Days after termination of the Asset Disposition Offer Periodc) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of clause (ii) of the first paragraph of this Section 3.58.4, the following will be are deemed to be cash: : (1i) Temporary Cash Investments - and Cash Equivalents, (ii) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other -- than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of the Company) or any Restricted Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Disposition Disposition, (in which case iii) Indebtedness of any Restricted Subsidiary that is no longer a --- Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company will, without further action, be deemed to have applied and each other Restricted Subsidiary are released from any Guarantee of payment of the principal amount of such deemed cash to Indebtedness in accordance connection with clause such Asset Disposition, (aiv) above); and (2) securities, notes or other obligations securities received by the Company or any Restricted -- Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt converted by the Company or such Restricted Subsidiary into cash. The cash and (v) consideration consisting of Indebtedness - of the Company will comply, or any Restricted Subsidiary. (d) In the event of an Asset Disposition that requires the purchase of Notes pursuant to the extent applicable, with the requirements of Rule 14(eclause (iii)(B) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions first paragraph of this Section 3.58.4, the Company will comply be required to purchase Notes tendered pursuant to an offer by the Company for the Notes (the "Offer") at a purchase price of 100% of their ----- Principal Amounts plus accrued and unpaid interest to the date of such purchase in accordance with the applicable securities laws and regulations and will not be deemed to have breached its obligations under procedures (including prorating in the event of oversubscription) set forth in paragraph (e) of this Indenture by virtue of any conflictSection 8.

Limitation on Sales of Assets and Subsidiary Stock. The Company will (a) Stage shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: (1i) the Company Stage or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition)value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 75% of the consideration from such Asset Disposition thereof received by the Company Stage or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents or Replacement Assets; cash equivalents, and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company Stage or SRI (or such Restricted Subsidiary, as the case may be:): (aA) FIRST, to the extent the Company Stage or any Restricted Subsidiary, as the case may be, SRI elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior IndebtednessDebt), to prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary Debt (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness Debt owed to the Company Stage or SRI or an Affiliate of the CompanyStage or SRI) within 365 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, unless cash is otherwise used to the extent of the balance of such Net Available Cash after application in accordance with clause (bA), at the election of Stage to the investment by Stage or any Wholly Owned Subsidiary in assets to replace the assets that were the subject of such Asset Disposition or an asset or assets that (as determined by the Board of Directors) will be used in the business of Stage and the Wholly Owned Subsidiaries existing on the Issue Date or in businesses reasonably related thereto, in each case within the later of one year from the date of such Asset Disposition or the receipt of such Net Available Cash; (C) THIRD, to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase the Notes (and any other Senior Subordinated Debt of SRI designated by SRI) pursuant to and subject to the conditions contained in the applicable Indenture (it being understood that, in all cases, SRI shall be required to make an offer to purchase the Senior Notes prior to making any offer to purchase the Notes); providedand (D) FOURTH, howeverto the extent of the balance of such Net Available Cash after application in accordance with clauses (A), that(B) and (C), to (x) the acquisition by Stage or any Wholly Owned Subsidiary of Tangible Property or (y) the prepayment, repayment or purchase of Debt (other than any Redeemable Stock) of Stage or SRI (other than Debt owed to an Affiliate of Stage or SRI) or Debt of any Restricted Subsidiary (other than Debt owed to Stage or SRI or an Affiliate of Stage or SRI), in each case within one year from the later of the receipt of such Net Available Cash and the date the offer described in paragraph (b) below is consummated; PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness Debt pursuant to this clause (aA), the Company (C) or (D) above, Stage, SRI or such Restricted Subsidiary will shall retire such Indebtedness Debt and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) . Notwithstanding the foregoing provisions of this paragraph, Stage and its Restricted Subsidiaries shall not be required to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of apply any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated paragraph except to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount Net Available Cash from all Asset Dispositions which are not applied in accordance with this paragraph exceeds $10 million. Pending application of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased Net Available Cash pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) orparagraph, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered such Net Available Cash shall be invested in response Permitted Investments or to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, reduce loans outstanding under any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Dateworking capital facility. For the purposes of this Section 3.55.07, the following will be are deemed to be cash: cash or cash equivalents: (1x) the express assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations Debt of Stage or Disqualified Stock) of the Company or Indebtedness of a any Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company Stage or such Restricted Subsidiary from all liability on such Indebtedness Debt in connection with such Asset Disposition and (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (ay) above); and (2) securities, notes or other obligations securities received by the Company Stage or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt converted by the Company Stage or such Restricted Subsidiary into cashcash within 90 days of the receipt of such securities. (b) In the event of an Asset Disposition that requires the purchase of the Notes (and other Senior Subordinated Debt) pursuant to clause (a)(ii)(C) above, SRI will be required to purchase Notes tendered pursuant to an offer by SRI for the Notes (and such other Debt) (the "OFFER") at a purchase price of 100% of the principal amount the Notes on the date of such offer (without premium) plus accrued but unpaid interest (or, in respect of such other Debt, such lesser price, if any, as may be provided for by the terms of such Debt) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 5.07(c). If the aggregate purchase price of Notes (and any such other Debt) tendered pursuant to any such offer is less than the Net Available Cash allotted to the purchase thereof, SRI will be required to apply the remaining Net Available Cash in accordance with clause (a)(ii)(D) above. SRI shall not be required to make any such offers to purchase Notes (and other Senior Subordinated Debt) pursuant to this covenant if the Net Available Cash available therefor is less than $10 million (which lesser amount shall be carried forward for purposes of determining whether any such offer is required with respect to any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after SRI becomes obligated to make an Offer, SRI shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by SRI either in whole or in part (subject to prorating as hereinafter described in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The Company notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of Stage and its Subsidiaries which Stage in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of Stage, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of Stage filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports or, if Stage shall not at such time be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a corresponding report prepared pursuant to Section 5.03), (ii) a description of material developments in the business of Stage and its Subsidiaries subsequent to the date of the latest of such Reports, and (iii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided above, SRI shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Offer (the "OFFER AMOUNT"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 5.07(a). On such date, SRI shall also irrevocably deposit with the Trustee or with a paying agent other than SRI in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), SRI shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by SRI. The Trustee shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by SRI to the Trustee is less than the Offer Amount, the Trustee shall deliver the excess to SRI immediately after the expiration of the Offer Period for application in accordance with this Section. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to SRI at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or SRI receives, not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes (and any other Senior Subordinated Debt included in the Offer) surrendered pursuant to the Offer exceeds the Offer Amount, SRI shall select the Notes and other Senior Subordinated Debt to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by SRI so that only Notes and other Senior Subordinated Debt in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time SRI delivers Notes to the Trustee which are to be accepted for purchase, SRI shall also deliver an Officers' Certificate stating that such Notes are to be accepted by SRI pursuant to and in accordance with the terms of this Section 5.07. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) SRI shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to this IndentureSection 5.07. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.55.07, the Company will SRI shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture clause by virtue of any conflictthereof.

Limitation on Sales of Assets and Subsidiary Stock. The Company will (a) Iridium shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, make any Asset Disposition unless: (1i) the Company Iridium or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), ) of the shares and assets subject to such Asset Disposition, as determined by the Board of Directors in good faith and evidenced by a resolution filed with the Trustee; (2ii) at least 7580% of the consideration from such Asset Disposition therefor received by the Company Iridium or such Restricted Subsidiary, as the case may be, is in the form consists of cash or Cash Equivalents or Replacement Assets; and Marketable Securities (3) provided that an amount equal to 100% the fair value (as determined in good faith by the Board of Directors as evidenced by a resolution filed with the Net Available Cash from such Trustee) of assets utilized or to be utilized in a Related Business and received by Iridium or any Restricted Subsidiary in connection with any Asset Disposition shall be treated as cash solely for purposes of this clause (ii)) or the assumption of Indebtedness of Iridium (other than Indebtedness that is applied by a Subordinated Obligation) or the Company Restricted Subsidiary, as the case may be, and the release of Iridium or such Restricted Subsidiary, as the case may be:, from all liability on the Indebtedness assumed; and (aiii) to the extent the Company or all Net Available Proceeds, less any Restricted Subsidiary, as the case may be, elects amounts invested within 180 days of such disposition (or is required committed by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), such 180th day for investment pursuant to prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) written agreement which commits such investment within 365 180 days from the later of after the date of such Asset Disposition or the receipt of such Net Available Cashagreement) in assets that comply with Section 4.13, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets are applied within 365 180 days from the later of the date of such Asset Disposition (1) first, to the permanent repayment or the receipt reduction of such Net Available Cash Indebtedness then outstanding under any Bank Credit Agreement or pursuant to arrangements in place within the 365 day period (Vendor Financing Facility, to the extent such arrangements are completed within 90 days after execution of agreement or facility would require such arrangement); provided that pending application or prohibit payments pursuant to the final application of any such Net Available Cash in accordance with following clause (a2), (2) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth abovesecond, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess of remaining Net Available Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) Offer to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness Purchase outstanding with similar provisions requiring the Company to make an offer to Notes at a purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchasepurchase and, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later terms thereof, any other Indebtedness of Iridium or a Restricted Subsidiary that ranks pari passu with 55 48 the Notes at a purchase price no greater than five Business Days after the termination 100% of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any thereof plus accrued and unpaid interest will be paid and liquidated damages, if any, to the Person in whose name a Security is registered at the close date of business on such record date, purchase and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will(3) third, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities any remaining Net Available Proceeds after application of clauses (1) and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms (2) of this Section 3.5 and4.06(a)(iii), in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price repayment of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery other Indebtedness of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company Iridium or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated IndebtednessSubsidiary, Guarantor Subordinated Obligations or Disqualified Stock of to the extent permitted under the terms thereof. To the extent any Subsidiary Guarantor) Net Available Proceeds remain after such uses, Iridium and the release of Restricted Subsidiaries may use such amounts for any purposes not prohibited by this Indenture. Notwithstanding the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such foregoing, (x) these provisions shall not apply to any Asset Disposition which constitutes a transfer, conveyance, sale, lease or other disposition of all or substantially all of Iridium's, Capital's or a Guarantor Subsidiary's properties or assets as described under Article V and (in which case the Company will, without further action, y) Iridium shall not be deemed required to have applied such deemed cash repurchase or redeem Notes pursuant to Indebtedness in accordance with clause (a) above); and (2) securitiesof this Section 4.06(a)(iii) until Net Available Proceeds from all Asset Dispositions in the aggregate, notes or other obligations received by the Company or less (x) any Restricted Subsidiary from the transferee that are converted, sold or exchanged amounts invested within 60 180 days of receipt such dispositions (or committed by such 180th day for investment pursuant to a written agreement which commits such investment within 180 days after the Company date of such agreement) in a Related Business, (y) any amounts applied pursuant to clause (1) above and (z) any amounts previously applied pursuant to clause (1), (2) or such Restricted Subsidiary into cash. (3) of this Section 4.06(a)(iii), are greater than $10,000,000. (b) The Company will Note Issuers shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to this IndentureSection 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5covenant, the Company will Issuers shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations described under this Indenture Section 4.06 by virtue of any conflictthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company Issuer or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by an Officer or the Board of Directors (including as to of the value of all non-cash consideration)Issuer, of the shares and assets subject to such Asset Disposition;Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); and (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition or such series of related Asset Dispositions (excluding any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, other than Indebtedness), together with all other Asset Dispositions since the Issue Date (except to the extent any such Asset Disposition was a Permitted Asset Swap) on a cumulative basis received by the Company Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or cash, Cash Equivalents or Replacement Assets; andTemporary Cash Investments. (3b) an amount equal to 100% After the receipt of the Net Available Cash from such an Asset Disposition is applied by Disposition, the Company Issuer or such Restricted Subsidiary, as the case may be: (a) to the extent the Company or any a Restricted Subsidiary, as the case may be, elects may apply such Net Available Cash directly or indirectly (or is required by at the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness option of the Company Issuer or Indebtedness of a such Restricted Subsidiary Subsidiary): (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company1) within 365 days from the later of (A) the date of such Asset Disposition or and (B) the receipt of such Net Available CashCash (i) to prepay, unless cash is otherwise used repay, purchase or redeem any Indebtedness secured by a Lien on the assets of the Issuer or a Restricted Subsidiary not Incurred in accordance with clause (b)contravention of this Indenture; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (ai), the Company Issuer or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) (except in the case of any revolving Indebtedness) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, purchased or purchasedredeemed; or(ii) unless included in clause (i), to prepay, repay, purchase or redeem any Pari Passu Indebtedness of the Issuer or a Subsidiary Guarantor, at a price of no more than 100% of the principal amount of such Pari Passu Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment, purchase or redemption; provided that the Issuer or such Subsidiary Guarantor, as applicable, shall prepay, redeem, repay or repurchase Pari Passu Indebtedness that is Public Debt pursuant to this clause (ii) only if the Issuer or such Subsidiary Guarantor purchases through open-market purchases at a price equal to or higher than 100% of the principal amount thereof, or makes an offer to the Holders of the Notes to purchase their Notes at a purchase price in cash equal to at least 100% of the principal amount of such Notes, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) for, in each case, an aggregate principal amount of Notes at least equal to the proportion that (x) the total aggregate principal amount of Notes outstanding bears to (y) the sum of the total aggregate principal amount of Notes outstanding plus the total aggregate principal amount outstanding of such Pari Passu Indebtedness; (iii) to prepay, repay, purchase or redeem any Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor (iv) to purchase the Notes through open-market purchases at a price equal to or higher than 100% of the principal amount thereof, or make an offer to all holders of the Notes at a purchase price in cash equal to at least 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) or (v) to redeem the Notes as described under Section 3.07; (b2) to the extent the Company Issuer or such Restricted Subsidiary elects, to invest in or purchase or commit to invest in or purchase Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Issuer or another Restricted Subsidiary) within 365 days from the later of (i) the date of such Asset Disposition or and (ii) the receipt of such Net Available Cash or Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to arrangements in place a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within the 365 day period (such time will satisfy this requirement, so long as such investment or commitment to the extent such arrangements are completed invest is consummated within 90 180 days after execution of such arrangement365th day; (3) to make a capital expenditure within 365 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided, however, that any such capital expenditure made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day; or (4) any combination of clauses (1) through (3) of Section 4.08(b); , provided that that, pending the final application of any such Net Available Cash in accordance with clause clauses (a1), (2), (3) or clause (b4) aboveof Section 4.08(b), the Company Issuer and its the Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. . (c) Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated committed to an investment in Additional Assets as set forth above, to the extent so applied) be applied or invested as provided in the preceding paragraph Section 4.08(b) will be deemed to constitute “Excess Proceeds.” On the 366th day (or the 546th day, in the case of any Net Available Cash committed to be used pursuant to a definitive binding agreement or commitment approved by the Board of Directors of the Issuer pursuant to clause (2) or (3) of Section 4.08(b)) after an the later of (A) the date of such Asset DispositionDisposition and (B) the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $25.0 35 million, the Company Issuer will be required within ten (10) Business Days thereof to make an offer (“Asset Disposition Offer”) to all Holders holders of Securities and the Notes and, to the extent the Issuer or a Guarantor elects or the Issuer or a Guarantor is required by the terms of other Senior Subordinated outstanding Pari Passu Indebtedness, to all holders of such other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), Indebtedness to purchase the maximum principal amount of Securities such Notes and any such Pari Passu Notes Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount of such Notes and 100% of the Securities and principal amount of Pari Passu Notes Indebtedness, in each case, plus accrued and unpaid interest to interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu NotesIndebtedness, as applicable, and in each the case of the Notes, in minimum denominations of $200,000 and in integral multiples of $1,0001,000 in excess thereof. No such purchase in part shall reduce the principal amount at maturity of the Notes held by any holder to below $200,000. The Issuer may satisfy the foregoing obligations with respect to any Net Available Cash from an Asset Disposition by making an Asset Disposition Offer with respect to such Net Available Cash prior to the time period that may be required by this Indenture with respect to all or a part of the available Net Available Cash (the “Advance Portion”) in advance of being required to do so by this Indenture (an “Advance Offer”). (d) To the extent that the aggregate amount of Securities Notes and Pari Passu Notes Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess ProceedsProceeds (or, in the case of an Advance Offer, the Company Advance Portion), the Issuer and the Restricted Subsidiaries may use any remaining Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) for general corporate purposes, subject to the extent not prohibited by the other covenants contained in this Indenture. If the aggregate principal amount of Securities the Notes surrendered in any Asset Disposition Offer by Holders thereof and other Pari Passu Notes Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess ProceedsProceeds (or, in the case of an Advance Offer, the Trustee Advance Portion), the Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) shall select be allocated among the Securities Notes and Pari Passu Notes Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities Notes and Pari Passu NotesIndebtedness. For the purposes of calculating the principal amount of any such Indebtedness not denominated in dollars, such Indebtedness shall be calculated by converting any such principal amounts into their Dollar Equivalent determined as of a date selected by the Issuer that is within the Asset Disposition Offer Period (as defined below). Upon completion of such any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. , and in the case of an Advance Offer, the amount of Net Available Cash the Issuer is offering to apply in such Advance Offer shall be excluded in subsequent calculations of Excess Proceeds. (e) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than dollars, the amount thereof payable in respect of the Notes shall not exceed the net Dollar Equivalent of the amount that is actually received by the Issuer. (f) The Asset Disposition Offer Offer, in so far as it relates to the Notes, will remain open for a period of not less than 20 Business Days following its commencement, except commencement or such shorter period of time required to comply with Section 14(e) of the extent that a longer period is required by Exchange Act and any other applicable law securities laws or regulations in connection with the Asset Disposition Offer (the “Asset Disposition Offer Period”). No later than five (5) Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company Issuer will purchase the principal amount of Securities and Notes and, to the extent it elects, Pari Passu Notes Indebtedness required to be purchased by it pursuant to this Section 3.5 4.08 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities Notes and Pari Passu Notes Indebtedness validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. . (g) On or before the Asset Disposition Purchase Date, the Company Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities Notes and Pari Passu Notes Indebtedness or portions of Securities Notes and Pari Passu Notes Indebtedness so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities Notes and Pari Passu Notes Indebtedness so validly tendered and not properly withdrawnwithdrawn and, in each the case of the Notes, in minimum denominations of $200,000 and in integral multiples of $1,000. 1,000 in excess thereof. (h) The Company Issuer will deliver to the Trustee an Officers’ Officer’s Certificate stating that such Securities Notes or portions thereof were accepted for payment by the Company Issuer in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt by the Company or such Restricted Subsidiary into cash. The Company will comply, to the extent applicable, with the requirements of Rule 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict4.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (such fair market value Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), ) of the shares and or other assets subject to such Asset Disposition;; and (2) at least 75% of the aggregate consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, from such Asset Disposition and all other Asset Dispositions since the Issue Date, on a cumulative basis, is in the form of cash or Cash Equivalents or Replacement Additional Assets; and, or any combination thereof. (3b) an amount equal to 100% of the The Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiarymay be applied, as the case may be: (a) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, unless cash by the Company or such Restricted Subsidiary, as the case may be: (1) to prepay, repay, redeem or purchase Indebtedness of the Company (including the Notes) or a Subsidiary Guarantor (other than Subordinated Obligations, Guarantor Subordinated Obligations or Disqualified Stock) or any Indebtedness of a Restricted Subsidiary that is otherwise used not a Subsidiary Guarantor (in accordance with clause (beach case, excluding Indebtedness owed to the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment repayment, redemption or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, redeemed or purchased; or (b2) to make capital expenditures in the extent the Company Oil and Gas Business or such Restricted Subsidiary elects, to invest in or acquire Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement)Assets; provided provided, that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) aboveof this Section 4.11, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. . (c) Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph Section 4.11(b) will be deemed to constitute “Excess Proceeds.” On Not later than the 366th day after an from the later of the date of such Asset DispositionDisposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and Notes and, to the extent required by the terms of other Senior Subordinated Pari Passu Indebtedness, to all holders of other Senior Subordinated Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), ) to purchase the maximum principal amount of Securities Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or, in the event such Pari Passu Indebtedness of the Securities Company was issued with significant original issue discount, 100% of the accreted value thereof) of the Notes and Pari Passu Notes plus accrued and unpaid interest interest, if any (or in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Indebtedness), to the date of purchasepurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in minimum principal amount of $2,000 and integral multiples of $1,0001,000 in excess of $2,000. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by Holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Notes. To the extent that the aggregate principal amount of Securities Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in Articles Four and Five of this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. . (d) The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities Notes and Pari Passu Notes required to be purchased pursuant to this Section 3.5 4.11 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tenderedtendered and not properly withdrawn, all Securities Notes and Pari Passu Notes validly tendered and not properly withdrawn in response to the Asset Disposition Offer. . (e) If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest interest, if any, will be paid to the Person in whose name a Security Note is registered at the close of business on such record date, and no additional further interest will be payable to Holders who tender Securities Notes pursuant to the Asset Disposition Offer. . (f) On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities Notes and Pari Passu Notes or portions of Securities Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities Notes and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,0001,000 in excess of $2,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 4.11 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agentpaying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities Notes or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities Notes or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new SecurityNote, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security Note to such Holder, in a principal amount equal to any unpurchased portion of the Security Note surrendered; provided provided, that each such new Security Note will be in a minimum principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security Note not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. (g) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.11, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. (h) For the purposes of this clause (2) of Section 3.54.11(a) above, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Subsidiary that is a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) aboveSection 4.11(b)(1)); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt converted by the Company or such Restricted Subsidiary into cashcash within 180 days after receipt thereof. The Company will complyNotwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above shall be deemed satisfied with respect to any Asset Disposition in which the extent applicablecash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the requirements foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. (i) The requirement of Rule 14(eclause (2) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5, the Company will comply with the applicable securities laws and regulations and will not 4.11(b) above shall be deemed to have breached be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Company or its obligations under this Indenture by virtue of any conflictRestricted Subsidiary within the specified time period and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will Issuers shall not, and will the Issuers shall not permit any of its Restricted Subsidiaries Subsidiary to, make any Asset Disposition unless: (1) the Company Issuer or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value Fair Market Value (such fair market value Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration)Issuer, of the shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), with a purchase price in excess of the greater of (i) $14 million and (ii) an amount equal to 10% of LTM EBITDA, at least 75% of the consideration from such Asset Disposition Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative basis), (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Company Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement AssetsEquivalents; and (3) an amount equal to 100% within 450 days from the later of (A) the date of such Asset Disposition and (B) the receipt of the Net Available Cash from such Asset Disposition (as may be extended by an Acceptable Commitment as set forth below, the “Proceeds Application Period”), an amount equal to the Net Available Cash (the “Applicable Proceeds”) is applied by the Company or such Restricted Subsidiaryapplied, as the case may be: (a) to the extent the Company Issuer or any Restricted Subsidiary, as the case may be, elects elects: (or is required by i) (A) to the terms extent such Applicable Proceeds are from an Asset Disposition of any Senior Indebtedness or Guarantor Senior Indebtedness)Collateral, (x) to reduce, prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Super-Priority Indebtedness or Guarantor Subordinated Obligation of Other Xxxx Xxxx Obligations or (y) to make an offer (in accordance with the procedures set forth below for a Subsidiary Guarantor) Collateral Asset Disposition Offer or Asset Disposition Offer), redeem Notes as described under Section 5.7 or purchase Notes through open-market purchases or in privately negotiated transactions (in each case case, other than Indebtedness owed to the Company Issuer or an Affiliate of the Company) within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, unless cash is otherwise used in accordance with clause (bany Restricted Subsidiary); provided, however, that, in connection with any reduction, prepayment, repayment or purchase of Indebtedness pursuant to this clause (ai), the Company Issuer or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if anyother than obligations in respect of any revolving credit facility (including Indebtedness under the Credit Agreement or any Refinancing Indebtedness in respect thereof)) to be permanently reduced in an amount equal to the principal amount so reduced, prepaid, repaid or purchased; or (b) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt by the Company or such Restricted Subsidiary into cash. The Company will comply, to the extent applicable, with the requirements of Rule 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.;

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; ; (2) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement AssetsEquivalents; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be: : (a) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Restricted Wholly-Owned Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Subsidiary Guarantor Subordinated Obligation of a Wholly-Owned Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will shall retire such Indebtedness and will shall cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or and (b) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (a), to the extent the Company or such Restricted Subsidiary elects, to invest in acquire Additional Assets within 365 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement)Cash; provided that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. . (b) Any Net Available Cash from Asset Dispositions that is are not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will (a) shall be deemed to constitute “Excess Proceeds.” On the 366th 361st day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 10.0 million, the Company will shall be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities Notes and to the extent required by the terms of other Senior Subordinated Pari Passu Indebtedness, to all holders of other Senior Subordinated Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities Notes and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Securities Notes surrendered by Holders holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities Notes and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities Notes and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. . (c) The Asset Disposition Offer will shall remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will shall purchase the principal amount of Securities Notes and Pari Passu Notes required to be purchased pursuant to this Section 3.5 3.8 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities Notes and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. . (d) If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will shall be paid to the Person in whose name a Security Note is registered at the close of business on such record date, and no additional interest will shall be payable to Holders holders who tender Securities Notes pursuant to the Asset Disposition Offer. . (e) On or before the Asset Disposition Purchase Date, the Company willshall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities Notes and Pari Passu Notes or portions of Securities Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities Notes and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will shall deliver to the Trustee an Officers’ Certificate stating that such Securities Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 3.8 and, in addition, the Company will shall deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will shall promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder holder of Securities Notes or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities Notes or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will shall promptly issue a new SecurityNote, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will shall authenticate and mail or deliver such new Security Note to such Holderholder, in a principal amount equal to any unpurchased portion of the Security Note surrendered; provided that each such new Security will Note shall be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will shall take any and all other actions actions, if any, required by the agreements governing the Pari Passu Notes. Any Security Note not so accepted will shall be promptly mailed or delivered by the Company to the Holder holder thereof. The Company will shall publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. . (f) For the purposes of this Section 3.53.8, the following will shall be deemed to be cash: : (1x) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Wholly-Owned Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Subsidiary Guarantor Subordinated Obligations or Disqualified Stock of any Wholly-Owned Subsidiary that is a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company willshall, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) of Section 3.8 above); and and (2y) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt promptly converted by the Company or such Restricted Subsidiary into cash. . (g) The Company will shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to this IndentureSection 3.8. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.53.8, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture by virtue of any conflict. (h) For the purposes of this Section 3.8, Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Each Holder shall be entitled to withdraw its election if the Company receives, not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter from such Holder setting forth the name of such Holder, the principal amount of the Note or Notes which were delivered for purchase by such Holder and a statement that such Holder is withdrawing his election to have such Note or Notes purchased.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to of the value of all non-cash consideration)Company, of the shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (excluding any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, other than Indebtedness) received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash, Cash Equivalents or Replacement AssetsTemporary Cash Investments; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be: (aA) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtednessof a Restricted Subsidiary), (i) to prepay, repay or purchase Senior Indebtedness of the Company or any Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or that is not a Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case case, other than Indebtedness owed to the Company or an Affiliate any Restricted Subsidiary or Indebtedness of the CompanyIssuer or the Xxxxxx Issuer) or Indebtedness under the Senior Facilities Agreement (or any Refinancing Indebtedness in respect thereof) within 365 days from the later of (x) the date of such Asset Disposition or and (y) the receipt of such Net Available Cash, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a(A)), the Company or such Restricted Subsidiary will shall retire such Indebtedness and will shall cause the related commitment (if any) (except in the case of the Senior Facilities Agreement) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (ii) to prepay, repay or purchase Pari Passu Indebtedness at a price of no more than 100% of the principal amount of such Pari Passu Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment or purchase within 365 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided that the Company or a Restricted Subsidiary shall redeem, repay or repurchase Pari Passu Indebtedness pursuant to this clause (ii) only if the Issuer makes (at such time or subsequently in compliance with this Section 4.10) an offer to the Holders to purchase their Notes in accordance with the provisions set forth below for an Asset Disposition Offer for an aggregate principal amount of Notes at least equal to the proportion that (x) the total aggregate principal amount of Notes outstanding bears to (y) the sum of the total aggregate principal amount of Notes outstanding plus the total aggregate principal amount outstanding of such Pari Passu Indebtedness; or (bB) to the extent the Company or such Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the later of (i) the date of such Asset Disposition or and (ii) the receipt of such Net Available Cash or Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to arrangements in place a definitive binding agreement or a commitment approved by the Board of Directors of the Company that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day; provided further, that if the 365 day period assets (including Capital Stock) sold constitute Collateral, subject to the Agreed Security Principles, the Company shall pledge or shall cause the applicable Restricted Subsidiary to pledge any acquired Additional Assets (to the extent such arrangements are completed within 90 days after execution assets (including Capital Stock) were of such arrangementa category of assets included in the Collateral as of the Issue Date) in favor of the Notes on a first-ranking basis (subject to pre-existing Liens and Permitted Collateral Liens); , provided that that, pending the final application of any such Net Available Cash in accordance with clause (aA) or clause (bB) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. . (b) Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated committed to an investment in Additional Assets as set forth above, to the extent so applied) be applied or invested as provided in the preceding paragraph paragraph, or offered to be applied in accordance with Section 4.10(a)(3)(A)(ii) above, will be deemed to constitute “Excess Proceeds.” ”. On the 366th day after an Asset Disposition, or at such earlier date that the Company elects, if the aggregate amount of Excess Proceeds exceeds $25.0 million£10.0 million (or equivalent thereof), the Company will Issuer or another Restricted Subsidiary shall be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and and, to the extent required by the terms of other Senior Subordinated IndebtednessIssuer or such Restricted Subsidiary elects, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”)Indebtedness, to purchase the maximum principal amount of Securities Notes and any such Pari Passu Notes Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount of the Securities Notes and 100% of the principal amount of Pari Passu Notes Indebtedness, in each case, plus accrued and unpaid interest to interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture Section 3.09 or the agreements governing the Pari Passu NotesIndebtedness, as applicable, and in each case minimum denominations of £100,000 and in integral multiples of $1,000. £1,000 in excess thereof. (c) To the extent that the aggregate amount of Securities Notes and Pari Passu Notes Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities the Notes surrendered in any Asset Disposition Offer by Holders thereof and other Pari Passu Notes Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee Excess Proceeds shall select be allocated among the Securities Notes and Pari Passu Notes Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities Notes and Pari Passu NotesIndebtedness. For the purposes of calculating the principal amount of any such Indebtedness not denominated in pound sterling, such Indebtedness shall be calculated by converting any such principal amount into its Sterling Equivalent determined as of a date selected by the Issuer that is within the Asset Disposition Offer Period (as defined below). Upon completion of such any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. . (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than pound sterling, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in pound sterling that is actually received by the Issuer upon converting such portion into pound sterling. (e) The Asset Disposition Offer Offer, insofar as it relates to the Notes, will remain open for a period of not less than 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law commencement (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will Issuer or another Restricted Subsidiary, as applicable, shall purchase the principal amount of Securities and Notes and, to the extent they elect, Pari Passu Notes Indebtedness required to be purchased pursuant to this Section 3.5 4.10 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities Notes and Pari Passu Notes Indebtedness validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly . (but in any case not later than five Business Days after termination of the Asset Disposition Offer Periodf) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, 4.10(a)(2) the following (or any combination thereof) will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated IndebtednessIndebtedness of the Company, Guarantor Subordinated Obligations the Issuer or Disqualified Stock of any Subsidiary a Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); andDisposition; (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt converted by the Company or such Restricted Subsidiary into cash. cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; (4) consideration consisting of Indebtedness of the Company, the Issuer or the Existing Cabot Floating Rate Notes Issuer (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Company or any Restricted Subsidiary; and (5) any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.10 that is at that time outstanding, not to exceed the greater of £40.0 million and 3.0% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (g) The Company will Issuer shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations (or rules of any exchange on which the Notes are then listed) in connection with the repurchase of Securities pursuant to this IndentureNotes. To the extent that the provisions of any securities laws or regulations (or exchange rules) conflict with provisions of this Section 3.54.10, the Company will shall comply with the applicable securities laws and regulations (or exchange rules) and will shall not be deemed to have breached its obligations under this Indenture by virtue of any such conflict.

Limitation on Sales of Assets and Subsidiary Stock. The (a) Each of Superior Energy and the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: (1) Superior Energy, the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration)) as determined in good faith by the Board of Directors of Superior Energy, an officer of Superior Energy or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision, of the shares and assets subject to such Asset Disposition; (2) in the case of an Asset Disposition for consideration exceeding $20.0 million, the fair market value is determined, in good faith, by the Board of Directors of Superior Energy, and evidenced by a resolution of the Board of Directors of Superior Energy set forth in an Officer’s Certificate delivered to the Trustee; (3) at least 75% of the consideration from such Asset Disposition thereof received by Superior Energy, the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Temporary Cash Equivalents or Replacement AssetsInvestments; and (34) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by Superior Energy, the Company or such Restricted Subsidiary, as the case may be, within 365 days after its receipt, at its option: (aA) to repay Indebtedness and other Obligations under a Credit Facility; (B) to acquire Additional Assets or to make capital expenditures in a Related Business; and (C) to the extent of the Company or any Restricted Subsidiary, as the case may be, elects balance of such Net Available Cash after application in accordance with clauses (or is required by the terms of any Senior Indebtedness or Guarantor Senior IndebtednessA) and (B), to prepay, repay or purchase Senior make an offer to the Holders of the Notes (and to holders of other Indebtedness of the Company or that is pari passu with the Notes) to purchase Notes (and such other Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days from pursuant to and subject to the later of the date of such Asset Disposition or the receipt of such Net Available Cash, unless cash is otherwise used conditions contained in accordance with clause (b)this Indenture; provided, however, that, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a)A) or (C) above, the Company or such Restricted Subsidiary will shall permanently retire such Indebtedness and will shall cause the related commitment (loan commitment, if any) , to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to . Notwithstanding the extent foregoing provisions of this Section 4.10, Superior Energy, the Company or such and the Restricted Subsidiary elects, Subsidiaries will not be required to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of apply any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated paragraph except to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.10 exceeds $20.0 million. Pending application of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased Net Available Cash pursuant to this Section 3.5 4.10, such Net Available Cash shall be invested in Temporary Cash Investments or used to reduce loans outstanding under any revolving credit facility existing under a Credit Facility. For the purposes of this Section 4.10, the following are deemed to be cash or Temporary Cash Investments: (i) the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close assumption of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase DateIndebtedness of Superior Energy, the Company will, to or any Restricted Subsidiary (other than any of their Subordinated Obligations) and the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount release of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in additionSuperior Energy, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agentsuch Restricted Subsidiary, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (aii) above); and (2) securities, notes or other obligations any securities received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt promptly converted by the Company or such Restricted Subsidiary into cashcash on the maturity date thereof but in no event later than 180 days after the receipt thereof (to the extent of cash received). The requirement of clause (a)(4) above shall be deemed to be satisfied if an agreement (including a lease) committing to make the acquisitions or expenditures referred to therein is entered into by Superior Energy, the Company or a Restricted Subsidiary within the time period specified in such clause and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement. In the event of an Asset Disposition that requires the purchase of the Notes (and other pari passu Indebtedness of the Company) pursuant to clause (a)(4)(C) above, the Company will purchase Notes tendered pursuant to an offer by the Company for the Notes (and such other pari passu Indebtedness of the Company) at a purchase price of 100% of their principal amount (or, in the event such other pari passu Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Additional Interest (or, in respect of such other pari passu Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in denominations of $1,000 principal amount or multiples thereof. Each of Superior Energy and the Company will comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to Section 3.09 hereof and this IndentureSection 4.10. To the extent that the provisions of any securities laws or regulations conflict with provisions of Section 3.09 hereof and this Section 3.54.10, each of Superior Energy and the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof and this Indenture Section 4.10 by virtue of any conflictits compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: (1) unless the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) , and at least 75% of the consideration from such Asset Disposition thereof received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents cash equivalents. With respect to any Asset Disposition occurring on or Replacement Assets; and (3) an amount equal to 100% of after the Series A/B Issue Date from which the Company or any Restricted Subsidiary receives Net Available Cash from such Asset Disposition is applied by Cash, the Company or such Restricted Subsidiary, as Subsidiary shall (i) within 360 days after the case may be: (a) date such Net Available Cash is received and to the extent the Company or any such Restricted Subsidiary, as the case may be, Subsidiary elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), ) to (A) apply an amount equal to such Net Available Cash to prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a such Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (Subsidiary, in each case owing to a Person other than Indebtedness owed to the Company or an any Affiliate of the Company, or (B) within 365 days from the later of the date of such Asset Disposition invest an equal amount, or the receipt amount not so applied pursuant to clause (A), in Additional Assets (including by means of such an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash, unless cash is otherwise used in accordance with Cash received by the Company or another Restricted Subsidiary) and (ii) apply such excess Net Available Cash (to the extent not applied pursuant to clause (bi)) as provided in the following paragraphs of this Section 4.6; provided, however, that, that in connection with any prepayment, repayment or purchase of Senior Indebtedness pursuant to this clause (a)A) above, the Company or such Restricted Subsidiary will shall retire such Senior Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or . The amount of Net Available Cash required to be applied pursuant to clause (bii) above and not theretofore so applied shall constitute "Excess Proceeds." Pending application of Net Available Cash pursuant to the extent the Company or such Restricted Subsidiary electsthis provision, to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements shall be invested in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of Temporary Cash Investments. If at any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if time the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Excess Proceeds Offer (as defined below) totals at least $25.0 5 million, the Company will be shall, not later than 30 days after the end of the period during which the Company is required to apply such Excess Proceeds pursuant to clause (i) of the immediately preceding paragraph of this Section 4.6(a) (or, if the Company so elects, at any time within such period), make an offer (“Asset Disposition a "Series A/B Excess Proceeds Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness"), first, to all holders of other Senior Subordinated Indebtedness outstanding purchase Series A/B Securities, if any are outstanding, in accordance with similar provisions requiring the Company Existing Indenture (as in effect on the Issue Date) and, second, in the event that any Excess Proceeds are not applied to make an a Series A/B Excess Proceeds Offer, offer to purchase such Senior Subordinated Indebtedness with from the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum Holders on a pro rata basis an aggregate principal amount of Securities and equal to any remaining Excess Proceeds (rounded down to the nearest multiple of $1,000) on such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceedsdate, at an offer a purchase price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus such Securities, plus, in each case, accrued and unpaid interest (if any) to the date of purchase, in accordance with purchase (the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining "Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu NotesPayment"). Upon completion of such Asset Disposition Offer, an Excess Proceeds Offer the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days remaining after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased application pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Excess Proceeds Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples (including payment of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the for Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case duly tendered) may be, and accepted be used by the Company for purchase, and any corporate purpose (to the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required extent not otherwise prohibited by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase DateIndenture). For the purposes of this Section 3.54.6, the following will be are deemed to be cash: cash or cash equivalents: (1x) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a any Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition Disposition, and (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (ay) above); and (2) securities, notes or other obligations securities received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt immediately converted by the Company or such Restricted Subsidiary into cash. (b) Promptly, and in any event within 30 days after the Company becomes obligated to make an Excess Proceeds Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, at the address appearing in the Security Register, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorationing as hereinafter described in the event the Excess Proceeds Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice, which shall govern the terms of the Excess Proceeds Offer, shall include such disclosures as are required by law and shall specify (i) that the Excess Proceeds Offer is being made pursuant to this Section 4.6; (ii) the purchase price (including the amount of accrued interest, if any) for each Security and the purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date"); (iii) that any Security not tendered or accepted for payment will continue to accrue interest in accordance with the terms thereof; (iv) that, unless the Company defaults on making the payment, any Security accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (v) that Securityholders electing to have Securities purchased pursuant to an Excess Proceeds Offer will be required to surrender their Securities to the Paying Agent at the address specified in the notice at least three business days prior to 5:00 p.m., New York City time, on the Purchase Date and must complete any form letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (vi) that Securityholders will be entitled to withdraw their election if the Paying Agent receives, not later than one business day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Securityholder, the principal amount of Securities the Securityholder delivered for purchase, the Security certificate number (if any) and a statement that such Securityholder is withdrawing its election to have such Securities purchased; (vii) that if Securities in a principal amount in excess of the aggregate principal amount which the Company has offered to purchase are tendered pursuant to the Excess Proceeds Offer, the Company shall purchase Securities on a pro rata basis among the Securities tendered (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000 or integral multiples of $1,000 shall be acquired); (viii) that Securityholders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; and (ix) the instructions that Security holders must follow in order to tender their Securities. (c) Not later than the date upon which written notice of an Excess Proceeds Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Excess Proceeds Offer (the "Excess Proceeds Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Excess Proceeds Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.6(a). Upon the expiration of the period for which the Excess Proceeds Offer remains open (the "Excess Proceeds Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. Not later than 11:00 a.m. (New York City time) on the Purchase Date, the Company shall irrevocably deposit with the Trustee or with a paying agent (or, if the Company is acting as Paying Agent, segregate and hold in trust) an amount in cash sufficient to pay the Excess Proceeds Offer Amount for all Securities properly tendered to and accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price. (d) Holders electing to have a Security purchased will be required to surrender the Security, together with all necessary endorsements and other appropriate materials duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders will be entitled to withdraw their election in whole or in part if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security (which shall be $1,000 or an integral multiple thereof) which was delivered for purchase by the Holder, the aggregate principal amount of such Security (if any) that remains subject to the original notice of the Excess Proceeds Offer and that has been or will be delivered for purchase by the Company and a statement that such Holder is withdrawing his election to have such Security purchased. If at the expiration of the Excess Proceeds Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Excess Proceeds Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (e) A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (f) The Company shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this IndentureSection 4.6. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.54.6, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture Section by virtue of any conflictthereof.

Limitation on Sales of Assets and Subsidiary Stock. The (a) Following the Closing, the Company will and its Subsidiaries may make Asset Dispositions in an aggregate amount not to exceed $10 million in any fiscal year of the Company. (b) Following the Closing, the Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make any Asset Disposition unless: which, either alone or together with all other Asset Dispositions made by the Company and its Subsidiaries during such fiscal year, exceeds $10 million unless (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition)value, as determined in good faith by the Board of Directors (if such fair market value is greater than $10,000,000), the determination of which shall be evidenced by a Board Resolution (including as to the value of all non-non- cash considerationconsideration (if such fair market value is greater than $3,000,000)), of the shares and assets subject to such Asset Disposition; , (2ii) at least 75% of the consideration from such Asset Disposition thereof received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents or Replacement Assets; and and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be: ) (aA) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation Preferred Stock) of a Wholly Owned Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 270 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, unless cash is otherwise used to the extent of the balance of Net Available Cash after application in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (aA), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to the extent the Company or such Restricted Subsidiary elects, to invest reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Subsidiary with Net Available Cash received by the Company or another Subsidiary) within 365 270 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period Cash; (C) third, to the extent such arrangements are completed within 90 days after execution of the balance of such arrangementNet Available Cash after application in accordance with clauses (A) and (B); , to make an Offer to purchase Securities pursuant to and subject to the conditions of Section 4.06(c), and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), for any purpose not prohibited by the terms of this Indenture. For the purposes of this Section, the following shall be deemed to be cash: (x) the assumption of Indebtedness of the Company (other than Preferred Stock of the Company) or any Subsidiary and the release of the Company or such Subsidiary from all liability with respect to such Indebtedness in connection with such Asset Disposition, provided that pending the final application amount of such Indebtedness shall not be deemed to be cash for the purpose of the term "Net Available Cash," and (y) securities received by the Company or any Subsidiary from the transferee that are promptly converted by the Company or such Subsidiary into cash. (c) In the event of an Asset Disposition that requires the purchase of Securities pursuant to Section 4.06(b)(iii)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (the "Offer") at a purchase price of 100% of their principal amount plus accrued interest to the Purchase Date in accordance with the procedures (including prorationing in the event of oversubscription) set forth in Section 4.06(b). If the aggregate purchase price of Securities tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase of the Securities, the Company shall apply the remaining Net Available Cash in accordance with clause (a) or clause (b) above, the Section 4.06(b)(iii)(D). The Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner shall not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer Offer for Securities pursuant to this Section if the Net Available Cash available therefor (“after application of the proceeds as provided in clauses (A) and (B) of Section 4.06(b)(iii)) is less than $5,000,000 for any particular Asset Disposition Offer”) to all Holders (which lesser amounts shall be carried forward for purposes of Securities and determining whether an Offer is required with respect to the extent required by the terms of other Senior Subordinated IndebtednessNet Available Cash from any subsequent Asset Disposition). (1) Promptly, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring and in any event within 10 days after the Company becomes obligated to make an offer Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorationing as hereinafter described in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such Senior Subordinated Indebtedness notice (the "Purchase Date") and shall contain information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (iii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the proceeds from any Asset Disposition information contained in clause (“Pari Passu Notes”3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to purchase which such Offer is being made and (iii) the maximum principal compliance of such allocation with the provisions of Section 4.06(b). Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company and shall irrevocably deposit with the Trustee an amount of cash equal to the aggregate purchase price for the Securities and any tendered in the Offer, provided that such Pari Passu Notes amount shall not exceed the Offer Amount. The Trustee shall, on the Purchase Date, mail or deliver payment to which each tendering Holder in the Asset Disposition Offer applies that may be purchased out amount of the Excess Proceedspurchase price. (3) Holders electing to have a Security purchased will be required to surrender the Security, with an appropriate form duly completed, to the Company at an offer price the address specified in cash in an amount equal the notice at least 10 Business Days prior to 100% the Purchase Date. Holders will be entitled to withdraw their election if the Trustee or the Company receives, not later than three Business Days prior to the Purchase Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities Security which was delivered for purchase by the Holder and Pari Passu Notes plus accrued and unpaid interest a statement that such Holder is withdrawing his election to have such Security purchased. If, at the date expiration of purchasethe Offer Period, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess ProceedsOffer Amount, the Trustee Company shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on (with such adjustments as may be deemed appropriate by the basis Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law surrendered. (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”4) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, shall (i) accept for payment, on a pro rata basis to payment the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly thereof that have been properly tendered and not properly withdrawn pursuant to the Asset Disposition Offeroffer made pursuant to this Section 4.06, or if less than (ii) deposit with the Asset Disposition Offer Amount has been validly Trustee an amount of cash equal to the aggregate amount of the aggregate purchase price for the Securities and portions thereof properly tendered and not properly withdrawn, all Securities accepted pursuant to clause (i) and Pari Passu Notes so validly tendered shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the purchase date and not properly withdrawn, in each case in integral multiples of $1,000. The Company will (iii) deliver to the Trustee an Officers’ Certificate stating that such the Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver which have been properly tendered to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchaseCompany. The Trustee shall, and on the Company will promptly issue a new SecurityPurchase Date, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion payment of the purchase price to each tendering Holder. A Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, shall be deemed to have applied such deemed cash been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to Indebtedness in accordance with clause (a) above); andthe surrendering Holder. (2e) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt by the Company or such Restricted Subsidiary into cash. The Company will shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this IndentureSection. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5Section, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture Section by virtue thereof. (f) Notwithstanding anything to the contrary contained in this Section, (i) Hexcel Technologies, Inc. may transfer up to 15% of the outstanding partnership interests in HDP to DIC Technologies, Inc., (ii) the Company may sell the Specified Equipment to Ciba or any Affiliate of Ciba and (iii) the Company or any Subsidiary may grant licenses in respect of intellectual property to Ciba or any Subsidiary of Ciba pursuant to the Strategic Alliance Agreement. (g) Notwithstanding anything to the contrary contained in this Section, the Company shall be deemed to have complied with Section 4.06(b)(iii)(A) if the Net Available Cash from any sale or other disposition of any conflictof the Specified Properties are applied to repay outstanding loans under the Credit Agreement (whether or not the commitments thereunder are reduced in connection therewith).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to of the value of all non-cash consideration)Company, of the shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement AssetsEquivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such any Restricted Subsidiary, as the case may be: (ai) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), ) (A) to prepay, repay or purchase Senior Indebtedness of the Company or any Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock Non-Guarantor or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of that is secured by a Subsidiary Guarantor) Lien (in each case case, other than Indebtedness owed to the Company or an Affiliate of any Restricted Subsidiary) including Indebtedness under the CompanyCredit Agreement (or any Refinancing Indebtedness in respect thereof) within 365 540 days from the later of (1) the date of such Asset Disposition or and (2) the receipt of such Net Available Cash, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (ai), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; oror (B) to prepay, repay or purchase Pari Passu Indebtedness at a price of no more than 100% of the principal amount of such Pari Passu Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment or purchase; provided further that, to the extent the Company redeems, repays or repurchases Pari Passu Indebtedness pursuant to this clause (B), the Issuers shall equally and ratably reduce obligations under the Notes as provided under Section 5.7, through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; (bii) to the extent the Company or such Restricted Subsidiary elects, elects to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days 540days from the later of (A) the date of such Asset Disposition or and (B) the receipt of such Net Available Cash; provided, that a binding agreement to make an investment of Additional Assets shall be treated as a permitted application of the Net Available Cash from the date of such agreement; provided further that (x) in the event such binding agreement is later canceled or pursuant terminated for any reason before such Net Available Cash is so applied, the Company or such Restricted Subsidiary may satisfy its obligation as to arrangements in place any Net Available Cash by entering into another binding agreement within 180 days of such cancellation or termination of the prior binding agreement (or, if later, 540 days from the later of (i) the date of such Asset Disposition and (ii) the receipt of such Net Available Cash) and (y) if such investment is not consummated within the 365 day period set forth in clause (x) or such binding agreement is terminated, the Net Available Cash not so applied will be deemed to the extent such arrangements are completed within 90 days after execution of such arrangementbe Excess Proceeds (as defined below); provided further that the Company or such Restricted Subsidiary may only enter into such a commitment under clause (x) one time with respect to each Asset Disposition; provided that, pending the final application of any such Net Available Cash in accordance with clause clauses (ai) or clause (bii) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest use such Net Available Cash in any manner not prohibited by this Indenture. . (b) Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated committed to an investment in Additional Assets as set forth above, to the extent so applied) be applied or invested as provided in the preceding paragraph Section 3.5(a) will be deemed to constitute “Excess Proceeds.” On under this Indenture. No later than the 366th 541st day after an Asset DispositionDisposition or the receipt of such Net Available Cash, as applicable, if the aggregate amount of Excess Proceeds under this Indenture exceeds $25.0 million50.0 million in any calendar year (and thereafter only Net Cash Proceeds in excess of such amount shall constitute Excess Proceeds), the Company Issuers will be required to within fifteen (15) Business Days make an offer (“Asset Disposition Offer”) to all Holders of Securities and Notes issued under this Indenture and, to the extent required by the terms of other Senior Subordinated IndebtednessIssuers elect, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”)Indebtedness, to purchase the maximum principal amount of Securities Notes and any such Pari Passu Notes Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash respect of the Notes in an amount equal to 100% of the principal amount of the Securities Notes and Pari Passu Notes Indebtedness, in each case, plus accrued and unpaid interest to interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu NotesIndebtedness, as applicable, and in each case minimum denominations of $2,000 and in integral multiples of $1,0001,000 in excess thereof; provided, however, that Asset Dispositions elected by the Issuers the Excess Proceeds of which do not exceed $300.0 million in the aggregate during the term of the Notes, no Asset Disposition Offer shall be required. The Issuers will deliver notice of such Asset Disposition Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC describing the transaction or transactions that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Asset Disposition Period”), pursuant to the procedures required by this Indenture and described in such notice. (c) To the extent that the aggregate amount of Securities Notes and Pari Passu Notes Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company Issuers or any Restricted Subsidiary may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in any purpose not prohibited by this Indenture. If the aggregate principal amount of Securities the Notes surrendered in any Asset Disposition Offer by Holders thereof and other Pari Passu Notes Indebtedness surrendered by holders Holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee Excess Proceeds shall select be allocated by the Securities Issuers among the Notes and Pari Passu Notes Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities Notes and Pari Passu NotesIndebtedness, subject to adjustments so that no Note in an unauthorized amount remains outstanding. Upon completion of such any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) To the extent that any portion of Net Available Cash payable in respect of the relevant Notes is denominated in a currency other than U.S. Dollars, the amount thereof payable shall not exceed the net amount of funds in U.S. Dollars that is actually received by the Issuers upon converting such portion into U.S. Dollars. The Asset Disposition Offer will remain open for a period Notwithstanding any other provisions of 20 Business Days following its commencementthis covenant, except (i) to the extent that any of or all the Net Available Cash of any Asset Disposition by a longer period Foreign Subsidiary (a “Foreign Disposition”) is required (x) prohibited or delayed by applicable law local law, (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period y) restricted by applicable organizational documents or any agreement or (the “Asset Disposition Purchase Date”)z) subject to other onerous organizational or administrative impediments from being repatriated to Luxembourg, the Company portion of such Net Available Cash so affected will purchase the principal amount of Securities and Pari Passu Notes not be required to be purchased pursuant to applied in compliance with this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record datecovenant, and no additional interest will such amounts may be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment retained by the Company in accordance with the terms of this Section 3.5 andapplicable Foreign Subsidiary so long, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agentbut only so long, as the case may beapplicable local law, applicable organizational documents or other agreement or other impediment will not permit repatriation to Luxembourg (the Issuers hereby agreeing to use reasonable efforts (as determined in the Issuers’ reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law, applicable organizational document or other agreement or other impediment to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Available Cash is permitted under the applicable local law, applicable organizational document or other agreement or other impediment, such repatriation will be promptly effected and such repatriated Net Available Cash will be promptly (but and in any case event not later than five (5) Business Days after termination such repatriation could be made) applied (net of the Asset Disposition Offer Periodadditional Taxes payable or reserved against as a result thereof) mail (whether or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal not repatriation actually occurs) in compliance with this covenant and (ii) to the purchase price extent that the Issuers have reasonably determined in good faith that repatriation of any of or all the Securities Net Available Cash of any Foreign Disposition would have a material adverse Tax consequence with respect to such Net Available Cash (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby in doing so the Issuers, any Restricted Subsidiary or Pari Passu Notes any of its respective affiliates and/or equity partners would incur a tax liability, including a tax dividend, deemed dividend pursuant to Code Section 956 or a withholding tax), taking into account any foreign tax credit or benefit actually realized in connection with such repatriation, the Net Available Cash so validly tendered and not properly withdrawn by such holder or lender, as the case affected may be, and accepted be retained by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrenderedapplicable Foreign Subsidiary; provided that each the Issuers shall use commercially reasonable efforts to eliminate such new Security material adverse Tax consequences to permit such repatriation. The non-application of any prepayment amounts as a consequence of the foregoing provisions will be in not, for the avoidance of doubt, constitute a principal amount of $1,000 Default or an integral multiple Event of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. Default. (e) For the purposes of this Section 3.53.5(a)(2) hereof, the following will be deemed to be cash: (1i) the assumption by the transferee of Indebtedness (or other than Senior Subordinated Indebtedness, Subordinated Obligations liabilities contingent or Disqualified Stock) otherwise of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary the Company or a Guarantor or Preferred Stock of a Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition and (ii) the cancelation or termination of Indebtedness or other liabilities contingent or otherwise of the Company or a Restricted Subsidiary in connection with such Asset Disposition (in which case other than Subordinated Indebtedness, Disqualified Stock of the Company willor a Guarantor, without further action, be deemed Preferred Stock of a Guarantor or intercompany debt owed to have applied such deemed cash to Indebtedness in accordance with clause (a) abovea Company or a Restricted Subsidiary); and; (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary of the Company from the transferee that are converted, sold or exchanged within 60 days of receipt converted by the Company or such Restricted Subsidiary into cash. cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; (4) consideration consisting of Indebtedness of the Company (other than Subordinated Indebtedness or Disqualified Stock) received after the Issue Date from Persons who are not the Company or any Restricted Subsidiary; and (5) any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this covenant that is at that time outstanding, not to exceed the greater of (i) $100.0 million and (ii) 4.25% of Total Assets (with the amount of Total Assets being measured at the time such disposition is made) at the time of the receipt of such Designated Non-Cash Consideration. (f) The Company Issuers will comply, to the extent applicable, with the requirements of Rule 14(e) of 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Securities Notes pursuant to this IndentureSection 3.5. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.5Indenture, the Company Issuers will comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations under described in this Indenture by virtue of any conflictthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Issuer and Holdings will not, and will not permit any of its their Restricted Subsidiaries to, make any Asset Disposition unless: (1) Holdings, the Company Issuer or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration)Issuer, of the shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by Holdings, the Company Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement AssetsEquivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may beapplied: (ai) to the extent Holdings, the Company Issuer or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), (A) to prepay, repay or purchase Senior Indebtedness of the Company or any Indebtedness of a Restricted Subsidiary (other than Non-Guarantor or any Disqualified Stock or Guarantor Senior Subordinated Secured Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case case, other than Indebtedness owed to the Company Issuer or an Affiliate of any Restricted Subsidiary), including Indebtedness under the CompanyCredit Agreement (or any Refinancing Indebtedness in respect thereof) within 365 450 days from the later of (a) the date of such Asset Disposition or and (b) the receipt of such Net Available Cash, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (ai), Holdings, the Company Issuer or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; oror (B) to prepay, repay or purchase Pari Passu Indebtedness; provided that, to the extent the Issuer redeems, repays or repurchases Pari Passu Indebtedness pursuant to this clause (B), the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 5.7, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; and (bii) to the extent the Company Issuer or such Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary equal to the amount of Net Available Cash received by the Issuer or another Restricted Subsidiary) within 365 450 days from the later of (A) the date of such Asset Disposition or and (B) the receipt of such Net Available Cash; provided, however, that a binding agreement shall be treated as a permitted application of Net Available Cash or pursuant to arrangements in place within from the 365 day period (to the extent such arrangements are completed within 90 days after execution date of such arrangement)commitment with the good faith expectation that an amount equal to Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event of any Acceptable Commitment is later canceled or terminated for any reason before such amount is applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later canceled or terminated for any reason before such amount is applied, then such Net Available Cash shall constitute Excess Proceeds; provided that, pending the final application of the amount of any such Net Available Cash in accordance with clause (ai) or clause (bii) above, Holdings, the Company Issuer and its their Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest use such Net Available Cash in any manner not prohibited by this Indenture. Any . (b) The amount of any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated committed to an investment in Additional Assets as set forth above, to the extent so applied) be applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” under this Indenture. On the 366th 451st day after the later of an Asset DispositionDisposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Indenture exceeds $25.0 50.0 million, the Company Issuer will within 10 Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and Notes issued under such indenture and, to the extent required by the terms of other Senior Subordinated IndebtednessIssuer elects, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”)Indebtedness, to purchase the maximum principal amount of Securities Notes and any such Pari Passu Notes Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash respect of the Notes in an amount equal to 100% of the principal amount of the Securities Notes and Pari Passu Notes Indebtedness, in each case plus accrued and unpaid interest to to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu NotesIndebtedness, as applicable, and, with respect to the Notes, in each case minimum denominations of $2,000 and in integral multiples of $1,0001,000 in excess thereof. The Issuer will deliver notice of such Asset Disposition Offer electronically or by first-class mail, with a copy to the Trustee and each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC describing the transaction or transactions that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer may satisfy the foregoing obligations with respect to any Net Available Cash from an Asset Disposition by making an Asset Disposition Offer with respect to all Net Available Cash prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to any unapplied Excess Proceeds. (c) To the extent that the aggregate amount of Securities Notes and Pari Passu Notes Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in any purpose not prohibited by this Indenture. If the aggregate principal amount of Securities the Notes surrendered in any Asset Disposition Offer by Holders thereof and other Pari Passu Notes Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee Issuer shall select allocate the Securities Excess Proceeds among the Notes and Pari Passu Notes Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities Notes and Pari Passu NotesIndebtedness provided that no Notes or other Pari Passu Indebtedness will be selected and purchased in an unauthorized denomination. Upon completion of such any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Additionally, the Issuer may, at its option, make an Asset Disposition Offer will remain open using proceeds from any Asset Disposition at any time after the consummation of such Asset Disposition. Upon consummation or expiration of any Asset Disposition Offer, any remaining Net Available Cash shall not be deemed Excess Proceeds and the Issuer may use such Net Available Cash for any purpose not prohibited by this Indenture. (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a period currency other than Dollars, the amount thereof payable in respect of 20 Business Days following its commencementthe Notes shall not exceed the net amount of funds in Dollars that is actually received by the Issuer upon converting such portion into Dollars. Notwithstanding any other provisions of this Section 3.5, except (i) to the extent that any of or all the Net Available Cash of any Asset Disposition by a longer period Foreign Subsidiary (a “Foreign Disposition”) is required (x) prohibited or delayed by applicable law local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other onerous organizational or administrative impediments from being repatriated to the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”)United States, the Company portion of such Net Available Cash so affected will purchase the principal amount of Securities and Pari Passu Notes not be required to be purchased pursuant to applied in compliance with this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date3.5, and no additional interest will such amounts may be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment retained by the Company in accordance with the terms of this Section 3.5 andapplicable Foreign Subsidiary so long, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agentbut only so long, as the case may beapplicable local law, documents or agreements will not permit repatriation to the United States (the Issuer hereby agreeing to use reasonable efforts (as determined in the Issuer’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Available Cash is permitted under the applicable local law, applicable organizational impediment or other impediment, such repatriation will be promptly effected and such repatriated Net Available Cash will be promptly (but and in any case event not later than five (5) Business Days after termination such repatriation could be made) applied (net of additional Taxes payable or reserved against as a result thereof) (whether or not repatriation actually occurs) in compliance with this Section 3.5 and (ii) to the extent that the Issuer has determined in good faith that repatriation of any of or all the Net Available Cash of any Foreign Disposition would have an adverse Tax consequence (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Issuer, any Restricted Subsidiary or any of their respective affiliates and/or equity owners would incur a tax liability, including a tax dividend, deemed dividend pursuant to Code Section 956 or a withholding tax), the Net Available Cash so affected may be retained by the applicable Foreign Subsidiary. The non-application of any prepayment amounts as a consequence of the Asset Disposition Offer Period) mail or deliver to each tendering Holder foregoing provisions will not, for the avoidance of Securities or holder or lender of Pari Passu Notesdoubt, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue constitute a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 Default or an integral multiple Event of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. Default. (e) For the purposes of this Section 3.53.5(a)(2) hereof, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (or other than Senior Subordinated Indebtedness, Subordinated Obligations liabilities contingent or Disqualified Stock) otherwise of the Company Issuer or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations Indebtedness of the Issuer or Disqualified Stock of any Subsidiary a Guarantor) and the release of the Company Issuer or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); andDisposition; (2) securities, notes or other obligations received by Holdings, the Company Issuer or any Restricted Subsidiary of the Issuer from the transferee that are convertedconverted by Holdings, sold or exchanged within 60 days of receipt by the Company Issuer or such Restricted Subsidiary into cash. cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that Holdings, the Issuer and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; (4) consideration consisting of Indebtedness of the Issuer (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not Holdings, the Issuer or any Restricted Subsidiary; and (5) any Designated Non-Cash Consideration received by Holdings, the Issuer or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this covenant that is at that time outstanding, not to exceed the greater of $175.0 million and 2.75% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (f) The Company Issuer will comply, to the extent applicable, with the requirements of Rule 14(e) of 14e-1 under the Exchange Act and any other securities laws, rules and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Securities Notes pursuant to this IndentureSection 3.5. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.5Indenture, the Company Issuer will comply with the applicable securities laws laws, rules and regulations and will shall not be deemed to have breached its obligations under described in this Indenture by virtue of any conflictthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors in case of an Asset Disposition having a fair market value of $20.0 million or greater) (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash, Cash Equivalents or Replacement Additional Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be: (a) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness or Indebtedness (other than any Preferred Stock) of the Company or Secured Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of that is a Subsidiary Guarantor) Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness Indebtedness, and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchasedrepurchased; orand (b) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending Cash. Pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) aboveCash, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness its revolving credit borrowings or otherwise invest such Net Available Cash in any manner that is not prohibited by this Indenture. . (b) Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph Section 3.8(a)(3) will be deemed to constitute “Excess Proceeds.” On the 366th 361st day after an Asset Disposition (or, if there exists any Senior Indebtedness with similar provisions requiring the Company to make an offer to purchase such Senior Indebtedness, on the 451st day after an Asset Disposition), if the aggregate amount of Excess Proceeds exceeds $25.0 10.0 million, the Company Issuers will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtednessthereof, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company or the Issuers to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes thereof plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company Issuers may use any remaining Excess Proceeds for general corporate or partnership purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenderslenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. . (1) The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company Issuers will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 3.8 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. . (2) If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders of the Securities who tender Securities pursuant to the Asset Disposition Offer. . (3) On or before the Asset Disposition Purchase Date, the Company Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes thereof so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company Issuers will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company Issuers in accordance with the terms of this Section 3.5 3.8 and, in addition, the Company Issuers will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company Issuers or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company Issuers for purchase, and the Company Issuers will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, Issuers will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company or the Issuers will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company Issuers to the Holder thereof. The Company Issuers will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. . (d) For the purposes of this Section 3.53.8, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock Preferred Stock) of any Restricted Subsidiary Guarantor) of the Company and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (aSection 3.8(a)(3)(a) above); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary of the Company from the transferee that are converted, sold or exchanged within 60 days of receipt converted promptly by the Company or such Restricted Subsidiary into cash. . (e) The Company Issuers will comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this IndentureSection 3.8. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.53.8, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: unless (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration 50 42 (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition)value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; , (2ii) at least 7580% of the consideration from such Asset Disposition thereof received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents or Replacement Assets; and and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be: ) (aA) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness, Guarantor Senior Indebtedness or Guarantor Senior IndebtednessIndebtedness (other than Preferred Stock) of a Wholly-Owned Subsidiary), to prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation Preferred Stock) of a Wholly-Owned Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, unless cash is otherwise used to the extent of the balance of such Net Available Cash after application in accordance with clause (bA), at the Company's election to invest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) third, to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B) (the "Excess Proceeds"), to make an offer to purchase the Securities and other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from any Asset Disposition ("Pari Passu Notes") at 100% of the principal amount thereof (or 100% of the accreted value of such Pari Passu Notes so tendered if such Pari Passu Notes were issued at a discount) plus accrued and unpaid interest, if any, to the date of purchase; and (D) fourth, to the extent of the balance of the Excess Proceeds, after application in accordance with clause (C), to fund other corporate purposes not prohibited by this Indenture; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a)A) above, the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (loan commitment, if any) , to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or . Notwithstanding the foregoing provisions, (bi) to the extent the Company or such and its Restricted Subsidiary elects, Subsidiaries will not be required to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of apply any such Net Available Cash in accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with clause this Section 3.7 exceed $5 million and (aii) or clause (b) abovein addition, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash make in any manner not prohibited by this Indenture. Any Net Available Cash from the aggregate $1 million in Asset Dispositions that is each year which are not applied or invested (or dedicated to an investment in Additional Assets as set forth above, subject to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date3.7. For the purposes of this Section 3.53.7, the following will be deemed to be cash: : (1i) the assumption by the transferee of Senior Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a any Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) the Company and the release of the Company or such Restricted Subsidiary from all liability on such Senior Indebtedness or Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to assumed Indebtedness in accordance with clause (aiii) above); and (2A) securities, notes or other obligations of the preceding paragraph) and (ii) securities received by the 51 43 Company or any Restricted Subsidiary of the Company from the transferee that are converted, sold or exchanged within 60 days of receipt promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities pursuant to clause (iii)(C) of paragraph (a), the Company will be required to apply such Excess Proceeds to the repayment of the Securities and any Pari Passu Notes as follows: (i) the Company will make an offer to purchase (an "Offer") within ten days of such time from all holders of the Securities in accordance with the procedures set forth in this Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Securities that may be purchased out of an amount (the "Note Amount") equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Securities and the denominator of which is the sum of the outstanding principal amount of the Securities and the outstanding principal amount (or accreted value, as the case may be) of the Pari Passu Notes at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase and (ii) the Company will make an offer to purchase any Pari Passu Notes (a "Pari Passu Offer") in an amount equal to the excess of the Excess Proceeds over the Note Amount at a purchase price of 100% of the principal amount (or accreted value, as the case may be) thereof plus accrued and unpaid interest, if any, to the date of purchase in accordance with the procedures (including prorating in the event of oversubscription) set forth in the documentation governing such Pari Passu Notes with respect to the Pari Passu Offer. If the aggregate purchase price of the Securities and Pari Passu Notes tendered pursuant to the Offer and the Pari Passu Offer is less than the Excess Proceeds, the remaining Excess Proceeds will be available to the Company for use in accordance with clause (iii)(D) of paragraph (a) of this Section 3.7. The Company will not be required to make an Offer for Securities pursuant to this Section 3.7 if the Excess Proceeds available therefor are less than $10 million (which lesser amounts will be carried forward for purposes of determining whether an Offer is required with respect to the Excess Proceeds from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company is required to make an Offer, the Company will deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as hereinafter described in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date"). (2) Not later than the date upon which such written notice of an Offer is delivered to the Trustee and the Holders, the Company will deliver to the Trustee an Officers' Certificate setting forth (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions as a result of which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 3.7(a). Upon the expiration of the period (the "Offer Period") for which the Offer remains open, the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the 52 44 purchase price of the Securities tendered by such Holder to the extent such funds are available to the Trustee. (3) Holders electing to have a Security purchased will be required to surrender the Security, with an appropriate form entitled "Option of Holder to Elect Purchase" duly completed, to the Company at the address specified in the notice prior to the expiration of the Offer Period. Each Holder will be entitled to withdraw its election if the Trustee or the Company receives, not later than one Business Day prior to the expiration of the Offer Period, a facsimile transmission or overnight mail from such Holder setting forth the name of such Holder, the principal amount of the Security or Securities which were delivered for purchase by such Holder and a statement that such Holder is withdrawing his election to have such Security or Securities purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (d) The Company will comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.53.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflictthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to of the value of all non-cash consideration)Company, of the shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (excluding any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, other than Indebtedness) received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash, Cash Equivalents or Replacement AssetsTemporary Cash Investments; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be: (aA) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtednessof a Restricted Subsidiary), (i) to prepay, repay or purchase Senior Indebtedness of the Company or any Indebtedness of a non-Guarantor Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case case, other than Indebtedness owed to the Company or an Affiliate of any Restricted Subsidiary) or Indebtedness under the CompanySuper Priority Notes or the Senior Facilities Agreement (or any Refinancing Indebtedness in respect thereof) within 365 days from the later of (A) the date of such Asset Disposition or and (B) the receipt of such Net Available Cash, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) (except in the case of the Senior Facilities Agreement) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (ii) to prepay, repay or purchase Pari Passu Indebtedness at a price of no more than 100% of the principal amount of such Pari Passu Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment or purchase; provided that the Company shall redeem, repay or repurchase Pari Passu Indebtedness pursuant to this clause (ii) only if the Company makes (at such time or subsequently in compliance with this Section 4.09) an offer to the Holders of the Notes to purchase their Notes in accordance with the provisions set forth below for an Asset Disposition Offer for an aggregate principal amount of Notes at least equal to the proportion that (x) the total aggregate principal amount of Notes outstanding bears to (y) the sum of the total aggregate principal amount of Notes outstanding plus the total aggregate principal amount outstanding of such Pari Passu Indebtedness; or (bB) to the extent the Company or such Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the later of (i) the date of such Asset Disposition or and (ii) the receipt of such Net Available Cash or Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to arrangements in place a definitive binding agreement or a commitment approved by the Board of Directors of the Company that is executed or approved within the 365 day period (such time will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day; provided that, to the extent that any disposition in such arrangements Asset Disposition was of Collateral, the assets (including Voting Stock) acquired with the Net Cash Proceeds thereof are completed within 90 days after execution of pledged as Collateral, subject to the Agreed Security Principles, under the Security Documents substantially simultaneously with such arrangement)acquisition, in accordance with the requirements set forth in this Indenture; provided that that, pending the final application of any such Net Available Cash in accordance with clause (aSection 4.09(a)(3)(A) or clause (b) above4.09(a)(3)(B), the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. . (b) Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated committed to an investment in Additional Assets as set forth above, to the extent so applied) be applied or invested as provided in the preceding paragraph Section 4.09(a) will be deemed to constitute “Excess Proceeds.” under this Indenture. On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds under this Indenture exceeds $25.0 €50.0 million, the Company Issuers will be required to make an offer (“Asset Disposition Offer”) to all Holders holders of Securities and Notes and, to the extent required by the terms of other Senior Subordinated IndebtednessIssuers elect, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”)Indebtedness, to purchase the maximum principal amount of Securities Notes and any such Pari Passu Notes Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount of the Securities Notes and 100% of the principal amount of Pari Passu Notes Indebtedness, in each case, plus accrued and unpaid interest to interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu NotesIndebtedness, as applicable, and in each case minimum denominations of $100,000 and in integral multiples of $1,000. 1,000 in excess thereof. (c) To the extent that the aggregate amount of Securities Notes and Pari Passu Notes Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities the Notes surrendered in any Asset Disposition Offer by Holders thereof and other Pari Passu Notes Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee Excess Proceeds shall select be allocated among the Securities Notes and Pari Passu Notes Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities Notes and Pari Passu Indebtedness. For the purposes of calculating the principal amount of any such Indebtedness not denominated in euro, including the Notes, such Indebtedness shall be calculated by converting any such principal amounts into their Euro Equivalent determined as of a date selected by the Issuers that is within the Asset Disposition Offer Period (as defined below). Upon completion of such any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. . (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Issuers upon converting such portion into U.S. dollars. (e) The Asset Disposition Offer Offer, in so far as it relates to the Notes, will remain open for a period of not less than 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law commencement (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company Issuers will purchase the principal amount of Securities and Notes and, to the extent they elect, Pari Passu Notes Indebtedness required to be purchased pursuant to this Section 3.5 4.09 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities Notes and Pari Passu Notes Indebtedness validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. . (f) On or before the Asset Disposition Purchase Date, the Company Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities Notes and Pari Passu Notes Indebtedness or portions of Securities Notes and Pari Passu Notes Indebtedness so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities Notes and Pari Passu Notes Indebtedness so validly tendered and not properly withdrawn, withdrawn and in each case minimum denominations of $100,000 and in integral multiples of $1,0001,000 in excess thereof. The Company will deliver to the Trustee an Officers’ Officer’s Certificate stating that such Securities Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes4.09. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, Notes an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may beHolder, and accepted by the Company for purchase, and the Company will promptly issue a new SecurityNote (or amend the Global Note), and the Trustee, upon delivery of an Officers’ Officer’s Certificate from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Security Note to such Holder, in a principal amount equal to any unpurchased portion of the Security Note surrendered; provided that each such new Security Note will be in a principal amount with a minimum denomination of $100,000 and in integral multiples of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notesin excess thereof. Any Security Note not so accepted will be promptly mailed or delivered (or transferred by book entry) by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. . (g) For the purposes of this Section 3.54.09(a)(2), the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations Indebtedness of the Company or Disqualified Stock of any Subsidiary a Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); andDisposition; (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary of the Company from the transferee that are converted, sold or exchanged within 60 days of receipt converted by the Company or such Restricted Subsidiary into cash. cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; (4) consideration consisting of Indebtedness of the Company (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Company or any Restricted Subsidiary; and (5) any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.09 that is at that time outstanding, not to exceed the greater of €100.0 million and 1% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (h) The Company Issuers will comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations (or rules of any exchange on which the Notes are then listed) in connection with the repurchase of Securities Notes pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations (or exchange rules) conflict with provisions of this Section 3.54.09, the Company will comply with the applicable securities laws and regulations (or exchange rules) and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.

Limitation on Sales of Assets and Subsidiary Stock. The Company will and the Guarantors shall not, and will shall not permit any of its Restricted their Subsidiaries to, make in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any Asset Disposition unless: of its property, business or assets, including by merger or consolidation (1) the Company or such Restricted Subsidiary, as in the case may be, receives consideration at least equal to of a Subsidiary of the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset DispositionCompany), as determined in good faith by the Board and including any sale or other transfer or issuance of Directors (including as to the value any Equity Interests of all non-cash consideration), any Subsidiary of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration from such Asset Disposition received Company, whether by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be: (a) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless (l)(a) within 365 days from the later of after the date of such Asset Disposition or Sale, the receipt Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied to the optional redemption of such Net Available Cash, unless cash is otherwise used the Securities in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of this Indenture and other Senior Subordinated Indebtedness, Indebtedness of the Company ranking on a parity with the Securities from time to all holders of other Senior Subordinated Indebtedness time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Senior Subordinated Indebtedness with the proceeds for asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding or to the repurchase of the Securities and such other Indebtedness pursuant to an irrevocable, unconditional cash offer (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding) (the "Asset Sale Offer") to repurchase such Indebtedness at a purchase price of 100% of principal amount (or accreted amount in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price"), together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, made within 335 days of such Asset Sale, or (b) within 365 days following such Asset Sale, the Asset Sale Offer Amount is (i) used (x) to make one or more Acquisitions, (y) to make capital expenditures or (z) to acquire other tangible assets, in each case which in the good faith reasonable judgment of the Board of Directors of the Company shall immediately constitute or be a part of a Related Business of the Company or a Subsidiary Guarantor (or, if such Asset Sale is by a Foreign Subsidiary, such Foreign Subsidiary) immediately following such transaction or (ii) used to retire permanently Senior Debt (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount), or, if such Asset Sale is by a Foreign Subsidiary, Indebtedness of Foreign Subsidiaries or (c) any combination permitted by the foregoing clauses (a) and (b), (2) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, provided that (A) the amount of any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet) of the Company or any such Subsidiary (other than Subordinated Indebtedness) that are assumed by the transferee of any such assets (provided that the Company and its Subsidiaries are released from all obligations in respect thereof) shall be deemed to be cash for purposes of this provision, (B) any notes or other obligations received by the Company or a Subsidiary from such transferee in exchange for any such assets that are promptly converted into cash (to the extent of cash received) shall be deemed to be cash for purposes of this provision, and (C) in connection with any Asset Disposition Sale or series of related Asset Sales involving exclusively assets and property (“Pari Passu Notes”)including Equity Interests of any Subsidiary of the Company) comprising the Company's business described under "Business--Products--Sporting Goods and Other Products" in the Offering Memorandum, to purchase the maximum principal amount of Securities and total consideration for any such Pari Passu Notes to which the Asset Disposition Offer applies Sale that does not consist of cash or Cash Equivalents may be purchased out up to the lesser of (x) 50% of the Excess Proceedstotal consideration of such Asset Sale or (y) $5,000,000, (3) no Event of Default shall have occurred and be continuing at an offer price the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, unless such Asset Sale is in consideration solely of cash in an amount equal or Cash Equivalents and such consideration is applied immediately to 100% the permanent reduction of the principal amount of Indebtedness outstanding pursuant to the New Credit Facility, and (4) the Board of Directors of the Company determines in good faith that the Company or such Subsidiary, as applicable, receives fair market value for such Asset Sale. Notwithstanding the foregoing provisions of the prior paragraph, the following transactions shall not constitute Asset Sales: (i) the Company and each of its Subsidiaries may, in the ordinary course of business, convey, sell, transfer, assign or otherwise dispose of property in the ordinary course of business; (ii) the Company and each of its Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets pursuant to and in accordance with (A) the mergers, sales and consolidation provisions in this Indenture and (B) the provisions in Section 4.3 (including transactions constituting Permitted Investments); (iii) the Company and each of its Subsidiaries may sell or dispose of damaged, worn out or other obsolete personal property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of the business of the Company or such Subsidiary, as applicable; (iv) the Company and each of the Guarantors may convey, sell, transfer, assign or otherwise dispose of assets to the Company or any of the Guarantors, any Subsidiary of the Company may issue or sell Equity Interests to the Company or any Guarantor, and any Foreign Subsidiary that is not a Guarantor may issue or sell Equity Interests to any Foreign Subsidiary; (v) The Company and each of its Subsidiaries may grant in the ordinary course of business non-exclusive licenses of patents, trademarks, registrations therefore and other similar intellectual property; (vi) the Company and each of its Subsidiaries may enter into contracts to provide manufacturing consideration for Asset Sales and other services in the ordinary course of business, including in connection with Asset Sales; (vii) the Company and each of its Subsidiaries may surrender or waive contract rights or the settlement, release or surrender of contract, tort or other claims of any kind; (viii) the Company and each of its Subsidiaries may grant Liens not prohibited by this Indenture; (1) sales of accounts receivable and related assets of the type specified in the definition of "Qualified Receivables Transaction" to a Receivables Subsidiary for the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP, and (2) transfers of accounts receivable and related assets of the type specified in the definition of "Qualified Receivables Transaction" (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction; and (x) the Company and its Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets (in addition to assets transferred or disposed of as described in clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above) with an aggregate fair market value not to exceed $1 million during any fiscal year. An acquisition of Securities and Pari Passu Notes pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in (1)(b) above (the "Excess Proceeds") exceeds $5 million. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company promptly shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the date purchase of purchaseall Indebtedness properly tendered (on a pro rata basis as described above if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000if any). To the extent that the aggregate amount of Securities and Pari Passu Notes so validly Indebtedness tendered and not properly withdrawn pursuant to an Asset Disposition Sale Offer is less than the Excess ProceedsAsset Sale Offer Amount, the Company may use any remaining Excess Net Cash Proceeds for general corporate purposespurposes as otherwise permitted by this Indenture and following each Asset Sale Offer the Excess Proceeds amount shall be reset to zero. For purposes of (2) above, subject to other covenants contained in this Indenture. If total consideration received means the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds total consideration received for such Asset Sales minus the amount of Excess ProceedsPurchase Money Indebtedness secured solely by the assets sold and assumed by a transferee. All Net Cash Proceeds from an Event of Loss relating to any Material Facility (other than the proceeds of any business interruption insurance) shall be invested, used for prepayment of Senior Debt or used to repurchase Securities and other Indebtedness of the Company ranking on a parity with the Securities from time to time outstanding of the type described in clause 1(a) of the first paragraph of this Section 4.14, all within 18 months from the occurrence of such Event of Loss and as otherwise provided above in clause (1) of the first paragraph of this Section 4.14. In addition, the Trustee Company shall select the Securities not, and Pari Passu Notes to be purchased on a pro rata basis on the basis shall not permit any Subsidiary to, directly or indirectly make any Asset Sale of any of the aggregate principal amount Equity Interests of tendered Securities and Pari Passu Notes. Upon completion any Subsidiary except (i) pursuant to an Asset Sale of all the Equity Interests of such Subsidiary or (ii) pursuant to an Asset Disposition Sale of common stock of such Subsidiary with no preferences or special rights or privileges and with no redemption or prepayment provisions. Notice of an Asset Sale Offer shall be sent, on or prior to the commencement of the Asset Sale Offer, by first-class mail, by the amount of Excess Proceeds shall be reset Company to each Holder at zeroits registered address, with a copy to the Trustee. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except notice to the extent that a longer period is Holders shall contain all information, instructions and materials required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required or otherwise material to be purchased pursuant such Holders' decision to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Sale Offer. On or before The notice, which (to the extent consistent with this Indenture) shall govern the terms of an Asset Sale Offer, shall state: (1) that the Asset Disposition Sale Offer is being made pursuant to such notice and this Section 4.14; (2) the Asset Sale Offer Amount, the Asset Sale Offer Price (including the amount of accrued but unpaid interest (and Liquidated Damages, if any)), and the date of purchase; (3) that any Security or portion thereof not tendered or accepted for payment will continue to accrue interest if interest is then accruing; (4) that, unless the Company defaults in depositing cash with the Paying Agent (which may not for purposes of this Section 4.14, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) in accordance with the last paragraph of this Section 4.14 any Security, or portion thereof, accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (5) that Holders electing to have a Security, or portion thereof, purchased pursuant to an Asset Sale Offer will be required to surrender their Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 4.14, notwithstanding any other provision of this Indenture, be the Company or any Affiliate of the Company) at the address specified in the notice; (6) that Holders will be entitled to withdraw their elections, in whole or in part, if the Paying Agent receives, prior to the expiration of the Asset Sale Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement containing a facsimile signature and stating that such Holder is withdrawing his election to have such principal amount of the Securities purchased; (7) that if Indebtedness in a principal amount in excess of the principal amount of Securities to be acquired pursuant to the Asset Sale Offer are tendered and not withdrawn, the Company will, to the extent lawful, accept for payment, shall purchase Indebtedness on a pro rata basis in proportion to the extent necessary, respective principal amounts (or accreted values in the Asset Disposition Offer Amount case of Indebtedness issued with an original issue discount) thereof (with such adjustments as may be deemed appropriate by the Company so that only Securities and Pari Passu Notes in denominations of $1,000 or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company 1,000 shall be acquired); (8) that Holders whose Securities were purchased only in part will deliver be issued new Securities equal in principal amount to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security Securities surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); and (29) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt by the Company or circumstances and relevant facts regarding such Restricted Subsidiary into cashAsset Sales. The Company will comply, to the extent applicable, shall comply with the requirements of Rule 14(e) of 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Securities pursuant to this Indenturean Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Asset Sale" provisions of this Section 3.5Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the "Asset Sale" provisions of this Indenture by virtue thereof. On or before the date of purchase, the Company shall (i) accept for payment Securities or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis if required pursuant to paragraph (7) above), (ii) deposit with the Paying Agent cash sufficient to pay the Asset Sale Offer Price for all Securities or portions thereof so accepted and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate setting forth the Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Asset Sale Offer Price for such Securities, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any conflictunpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will Parent Guarantor shall not, and will shall not permit the Company or any of its other Restricted Subsidiaries Subsidiary to, make consummate any Asset Disposition unless: (1i) the Company consideration the Parent Guarantor or such Restricted SubsidiarySubsidiary receives (including by way of relief from, as the case may beor by any other Person assuming responsibility for, receives consideration at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to any liabilities, contingent or otherwise) for such Asset Disposition), Disposition is not less than the Fair Market Value of the assets sold (as determined in good faith by the Board of Directors Directors); and (including as ii) at least 80% of the consideration the Parent Guarantor or the relevant Restricted Subsidiary receives in respect of such Asset Disposition consists of cash. For the purpose of this covenant, the following are deemed to be cash: (i) cash or Temporary Cash Investments; (ii) the assumption or discharge of Indebtedness of the Parent Guarantor or any Restricted Subsidiary (other than Indebtedness (A) between and among the Parent Guarantor and a Restricted Subsidiary, (B) owed to an Affiliate of the Parent Guarantor or (C) that is subordinated to the value of all non-cash consideration), Notes or any Guarantee) and the release of the shares and assets subject to Parent Guarantor or any Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2iii) at least 75% Indebtedness (other than Indebtedness (A) between and among the Parent Guarantor and a Restricted Subsidiary, (B) owed to an Affiliate of the consideration from Parent Guarantor or (C) that is subordinated to the Notes or any Guarantee) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition to the extent that the Parent Guarantor and the Restricted Subsidiaries, following such Asset Disposition, are released from any Guarantee of such Indebtedness in connection with such Asset Disposition; (iv) consideration consisting of Indebtedness of the Parent Guarantor or any Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary that is either repaid in full or cancelled in connection with such Asset Disposition; (v) securities or other obligations received by the Company Parent Guarantor or any Restricted Subsidiary from the transferee that can be converted by the Parent Guarantor or such Restricted Subsidiary, as the case may be, is in the form of Subsidiary into cash or Temporary Cash Equivalents Investments within 90 days of receipt thereof, to the extent of the cash or Replacement AssetsTemporary Cash Investments actually received in that conversion; and (3vi) an amount equal to 100% all or substantially all of the Net Available Cash from such assets of, or Capital Stock of, a Person received as consideration in an Asset Disposition if, after giving effect to any such receipt of Capital Stock, the Person is applied by the Company or such becomes a Restricted Subsidiary, as the case may be:. (ab) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 Within 90 days from the later of the date of such Asset Disposition or after the receipt of such any Net Available Cash, unless cash is otherwise used in accordance with clause (b); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a)Cash Proceeds from an Asset Disposition, the Company Parent Guarantor or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of may use such Net Available Cash Proceeds to make an investment in or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indentureexpenditure for Additional Assets. Any Net Available Cash Proceeds from Asset Dispositions that is are not applied or invested (or dedicated to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will shall be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if ” (c) When the aggregate amount of Excess Proceeds exceeds $25.0 €5 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring Parent Guarantor or the Company to make shall, within 15 Business Days, prepay an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum aggregate principal amount of Securities and any Notes (in a principal amount equal to 100% of such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, ) at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof; provided that (i) after €275 million in aggregate principal amount of the Securities Notes have been repaid, any subsequent Excess Proceeds shall be applied pro rata to repay outstanding amounts under this Agreement and Pari Passu the Notes; and (ii) if a default occurs and is continuing under the Senior Secured Credit Facility, any Excess Proceeds shall be applied to the repayment of debt under the Senior Secured Credit Facility before any Notes plus are repaid pursuant to this Section 4.09. (d) The Parent Guarantor or the Company shall purchase the Notes in whole or in part in integral multiples of €1,000. (e) All prepayments under this Section 4.09 shall be made together with accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased such prepayment on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount prepaid. (f) Pending the final application of Securities and Pari Passu Notes required to be purchased any Net Cash Proceeds pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date4.09, the Company will, Parent Guarantor or applicable Restricted Subsidiary may apply such Net Proceeds temporarily to the extent lawful, accept for payment, on reduce Debt Outstanding under a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offerrevolving credit facility, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, other invest such Net Proceeds in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 60 days of receipt by the Company or such Restricted Subsidiary into cash. The Company will comply, to the extent applicable, with the requirements of Rule 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflictTemporary Cash Investments.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors of the Company or the chief financial or accounting officer of the Company, as evidenced by an Officer's Certificate certifying compliance with the foregoing condition, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration from such Asset Disposition thereof received by the Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents or Replacement Assetscash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be:) (aA) FIRST, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified Preferred Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation Disqualified Stock) of a Wholly Owned Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, unless cash is otherwise used to the extent of the balance of such Net Available Cash after application in accordance with clause (bA), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; providedPROVIDED, howeverHOWEVER, thatthat the Company or such Restricted Subsidiary shall be deemed to have applied Net Available Cash in accordance with this clause (B) within such 12-month period if, within such 12-month period, it has entered into a binding commitment or agreement to invest such Net Available Cash and continues to use all reasonable efforts to so apply such Net Available Cash as soon as practicable thereafter; PROVIDED FURTHER, HOWEVER, that such Net Available Cash is applied on the earlier of (x) a date which is 18 months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or (y) promptly upon any abandonment or termination of such commitment or agreement; (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with Section 8.06(a)(3)(A) and Section 8.06(a)(3)(B), to make an offer to the holders of the Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture; and (D) FOURTH, to the extent of the balance of such Net Available Cash after application in accordance with Section 8.06(a)(3) (A), (B) and (C), for any purpose not prohibited by the terms of this Indenture; PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause Section 8.06(a)(3) (aA) or (C), the Company or such Restricted Subsidiary will shall permanently retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (b) to . Notwithstanding the extent foregoing provisions of this Section 8.06, the Company or such and the Restricted Subsidiary elects, Subsidiaries will not be required to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or pursuant to arrangements in place within the 365 day period (to the extent such arrangements are completed within 90 days after execution of such arrangement); provided that pending the final application of apply any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested (or dedicated Section 8.06 except to an investment in Additional Assets as set forth above, to the extent so applied) as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Net Available Cash from all Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders Dispositions on or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination Issue Date which is not applied in accordance with this Section 8.06 exceeds $10.0 million. Pending application of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased Net Available Cash pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or8.06, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered such Net Available Cash shall be invested in response Temporary Cash Investments or applied to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Datetemporarily reduce Senior Indebtedness. For the purposes of this Section 3.58.06(a), the following will be are deemed to be cashcash or cash equivalents: (1) the assumption by the transferee of Indebtedness of the Company (other than Senior Subordinated Indebtedness, Subordinated Obligations or obligations in respect of Disqualified Stock) Stock of the Company Company) or Indebtedness of a any Restricted Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or obligations in respect of Disqualified Stock and Preferred Stock of any a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition Disposition; (2) the fair market value of any assets (other than securities, unless such securities represent Capital Stock in which case an entity engaged in a Related Business, such entity becomes a Restricted Subsidiary and the Company will, without further action, or a Restricted Subsidiary acquires voting and management control of such entity) received by the Company or any Restricted Subsidiary to be deemed to have applied used by it in the business of the Company or such deemed cash to Indebtedness in accordance with clause (a) above)Restricted Subsidiary; and (23) securities, notes or other obligations securities received by the Company or any Restricted Subsidiary from the transferee that are converted, sold or exchanged converted within 60 90 days of receipt by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion. (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to Section 8.06(a)(3)(C), the Company shall purchase Notes tendered pursuant to an offer (an "Offer") by the Company for the Notes (and such other Senior Subordinated Indebtedness) at a purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 8.06(c). If the aggregate purchase price of the Notes (and any other Senior Subordinated Indebtedness of the Company) tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the Notes and other Senior Subordinated Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be minimum denominations of $2,000 principal amount or $1,000 multiples thereof. The Company shall not be required to make such an offer to purchase Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to this Section 8.06 if the Net Available Cash available therefor is less than $5.0 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer pursuant to this Section 8.06, Net Available Cash will be deemed to be reduced by the aggregate amount of such offer. (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Company either in whole or in part (subject to prorating as described in Section 8.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall state (A) that the Company has become obligated to make an Offer, (B) the aggregate principal amount of Notes that is subject to such Offer, (C) the purchase price, (D) the circumstances and relevant facts regarding such Asset Disposition, (E) the Purchase Date, (F) the instructions, as determined by the Company, consistent with this Section, that a Holder must follow in order to have its Notes purchased and (G) such other information as the Company may deem necessary. (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Subordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 8.06(a) and (b). On or prior to each Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) an amount in cash equal to the applicable Offer Amount. If the Offer includes other Senior Subordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements reasonably satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Company to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 8.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Company delivers Note to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 8.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Rule Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to this IndentureSection 8.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.58.06, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture Section 8.06 by virtue of any conflictits compliance with such securities laws or regulations.