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, directly or indirectly, consummate any Asset Disposition unless: (1) the Company or a Restricted Subsidiary receives consideration at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition; (2) at least 75% of the consideration received by the Company or its Restricted Subsidiaries is in the form of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); provided that each of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee) that are assumed by the transferee by written agreement that releases the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (d) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (d), not to exceed an amount equal to 7.5% of the Company’s ACNTA (determined at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or a Restricted Subsidiary, as the case may be) within 365 days to: (a) prepay, repay, redeem or purchase any Senior Debt; (b) acquire Additional Assets; or (c) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) of the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company (or any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash pursuant to this Section 3.5, the Company or any Restricted Subsidiary of the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Company shall make an offer to purchase Securities and other Pari Passu Indebtedness of the Company (an “Asset Disposition Offer”) within 30 days, and shall purchase Securities tendered pursuant to an Offer by the Company for the Securities (and such other Pari Passu Indebtedness of the Company) at a purchase price of 100% of their principal amount without premium, plus accrued but 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 on the relevant interest payment date (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 Pari Passu Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5. Upon completion of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to 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 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 tendered and not properly withdrawn, all Securities and Pari Passu 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no 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 will, to the extent lawful, accept for payment, to the extent necessary on a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu 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 Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. 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 Securities. The Company or the paying 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 otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. 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. 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 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 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.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will Borrower shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: (1) the Company Borrower or a such Restricted 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 (measured as of the date of the definitive agreement with respect shares and assets subject to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition;; and (2) at least 75% of the consideration therefor received by the Company Borrower or its such Restricted Subsidiaries Subsidiary is (i) to the extent the assets subject to such Asset Disposition do not constitute Collateral under this Agreement, in the form of cash or Temporary Cash InvestmentsAdditional Assets, Additional Assets or any combination thereof (collectivelyii) to the extent the assets subject to such Asset Disposition do constitute Collateral under this Agreement, in the form of cash or assets that are included in the Collateral. (b) For the purposes of this covenant, the “Cash Consideration”); provided that each of the following will be are deemed to be cash: (a1) any liabilities, as shown on the Company’s most recent consolidated balance sheet, assumption of Indebtedness or other obligations of the Company Borrower (other than obligations in respect of Disqualified Stock of the Borrower) or any Restricted Subsidiary (other than contingent liabilities obligations in respect of Disqualified Stock and liabilities Preferred Stock of a Restricted Subsidiary that are by their terms subordinated to is a Subsidiary Guarantor) and the Securities or any Subsidiary Guarantee) that are assumed by release of the transferee by written agreement that releases the Company Borrower or such Restricted Subsidiary from all liability on such Indebtedness or indemnifies the Company or obligations in connection with such Restricted Subsidiary against further liabilityAsset Disposition; (b2) with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash, except to the extent of the cash received in that conversion; and (d) assets subject to the applicable Asset Disposition constitute Collateral under this Agreement, any Designated Non-Cash Noncash Consideration received by the Company or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market ValueValue that, when taken together with all other Designated Non-Cash Noncash Consideration received pursuant to this clause (d)and then outstanding, does not to exceed an amount equal to 7.5% of the Company’s ACNTA (determined at the time of the receipt of such Designated Non-Cash Consideration), Noncash Consideration (with the Fair Market Value of each item of Designated Non-Cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value; and) the greater of (1) $200,000,000 and (2) 1.5% of the total Consolidated assets of the Borrower as shown on the most recent balance sheet of the Borrower filed with the SEC; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied securities, notes or similar obligations received by the Company (or a Restricted Subsidiary, as the case may be) within 365 days to: (a) prepay, repay, redeem or purchase any Senior Debt; (b) acquire Additional Assets; or (c) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) of the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company (Borrower or any Restricted Subsidiary of from the Company) with a Person other than a transferee that are promptly converted by the Borrower or such Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash pursuant to this Section 3.5, the Company or any Restricted Subsidiary of the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Company shall make an offer to purchase Securities and other Pari Passu Indebtedness of the Company (an “Asset Disposition Offer”) within 30 days, and shall purchase Securities tendered pursuant to an Offer by the Company for the Securities (and such other Pari Passu Indebtedness of the Company) at a purchase price of 100% of their principal amount without premium, plus accrued but 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 on the relevant interest payment date (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 Pari Passu Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5. Upon completion of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to 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 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 tendered and not properly withdrawn, all Securities and Pari Passu 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no 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 will, to the extent lawful, accept for payment, to the extent necessary on a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu 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 Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000into cash; provided that if, following the repurchase of a portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. 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 Securities. The Company or the paying 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 otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. 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. 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 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 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.

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, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) such Asset Disposition is for Fair Market Value, (ii) the proceeds therefrom consist of at least 85% cash or Cash Equivalents, (iii) such Asset Disposition shall not involve any of the Collateral unless the Company complies with Sections 4.11(c) and (d) below 42 and (iv) the Company shall apply the proceeds of such Asset Disposition to redeem or a Restricted Subsidiary receives consideration at least equal to prepay Indebtedness secured by the Fair Market Value (measured as assets which are the subject of such Asset Disposition in accordance with the terms of the date of the definitive agreement with respect to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition; (2) at least 75% of the consideration received by the Company or its Restricted Subsidiaries is in the form of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); provided that each of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee) that are assumed by the transferee by written agreement that releases the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability;Intercreditor Agreement. (b) with respect to any Asset Disposition of Oil and Gas Properties by the The Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (d) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (d), not to exceed an amount equal to 7.5% of the Company’s ACNTA (determined at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (3) shall apply an amount equal to 100% of the Net Available Cash Proceeds received from such an Asset Disposition is applied by the Company (or within 15 days of receipt thereof to redeem Securities at a Restricted Subsidiary, as the case may be) within 365 days to: (a) prepay, repay, redeem or purchase any Senior Debt; (b) acquire Additional Assets; or (c) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) price equal to 100% of the preceding paragraph of this Section 3.5 shall be deemed principal amount plus accrued and unpaid interest to be satisfied if a bona fide binding contract committing to make and including the investmentredemption date, acquisition or expenditure referred to therein is entered into by the Company (or any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash pursuant to this Section 3.5, 4.11. All redemptions of Securities pursuant to this Section 4.11 shall be made on a pro rata basis among the Securityholder's based upon the outstanding principal amount of Securities as of the record date of such redemption. (1) If the Company or any Restricted Subsidiary is obligated to redeem Securities pursuant to this Section 4.11, it shall notify the Trustee in writing of the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Company shall make an offer to purchase Securities redemption date and other Pari Passu Indebtedness of the Company (an “Asset Disposition Offer”) within 30 days, and shall purchase Securities tendered pursuant to an Offer by the Company for the Securities (and such other Pari Passu Indebtedness of the Company) at a purchase price of 100% of their principal amount without premium, plus accrued but 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 on the relevant interest payment date (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 Pari Passu Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5. Upon completion of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to 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 Securities required to be purchased pursuant redeemed. (2) Unless the Trustee consents to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Securities and Pari Passu 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no further interest will be payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Dateshorter period, the Company will, shall give each notice to the extent lawful, accept Trustee provided for payment, in this Section 4.11 at least three Business Days before the applicable redemption date. Such notice shall be accompanied by an Officers' Certificate to the extent necessary on a pro rata basis (except effect that any such redemption will comply with the conditions herein. If fewer than all the Securities represented by a Security in global form will are to be redeemed, the record date relating to such redemption shall be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Company and given to the Trustee, a method that most nearly approximates which record date shall be not less than two days after the date of notice to the Trustee. (3) If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities or portions thereof to be redeemed pro rata selection (or as nearly pro rata as practicable in the sole discretion of the Trustee deems fair based on the principal amount of the then outstanding Securities). Securities and appropriate unless otherwise required by law), portions of them that the Asset Disposition Offer Amount Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000. Provisions of this Section that apply to Securities called for redemption also apply to portions of Securities and Pari Passu called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities and Pari Passu to be redeemed. (4) At least three days but not more than thirty days before a date for redemption of 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 Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. 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 addition4.11, the Company will deliver all certificates and notes required, if any, shall mail a notice of redemption by the agreements governing the Pari Passu Securities. The Company or the paying 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) first-class mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities to be so redeemed. (5) The notice shall identify the Securities to be redeemed and shall state: (i) the redemption date; (ii) the redemption price; (iii) the name and address of the Paying Agent; (iv) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; (v) if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the particular Securities to be redeemed, and that after the applicable redemption date, upon surrender of such Security, a new Security or holder or lender of Pari Passu Securities, as the case may be, an Securities in principal amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased unredeemed portion of the Security surrendered; provided that each such new Security will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. 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. 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 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 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.issued;

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, directly or indirectly, consummate any Asset Disposition of any Notes Collateral, unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; (2) except in the case of any Permitted Asset Swap, at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; (3) to the extent that any consideration received by the Company and its Restricted Subsidiaries in such Asset Disposition, including any Permitted Asset Swap, constitute securities or other assets that constitute Notes Collateral, such securities or other assets, including the assets of any Person that becomes a Restricted Subsidiary of the Company as a result of such transaction, are concurrently with their acquisition added to the Notes Collateral securing the Securities, other than Excluded Assets; and (4) the Net Available Cash from such Asset Disposition is paid directly by the purchaser thereof to the Noteholder Collateral Agent to be held in trust in an Asset Sale Proceeds Account for application in accordance with this Section 4.06. Notwithstanding the foregoing provisions of this Section 4.06(a), the Company and its Restricted Subsidiaries will not be required to cause any Net Available Cash to be held in an Asset Sale Proceeds Account in accordance with Section 4.06(a)(4) except to the extent the aggregate Net Available Cash from all Asset Dispositions of Notes Collateral which are not held in an Asset Sale Proceeds Account, or have not been previously applied in accordance with the provisions of the following paragraphs relating to the application of Net Available Cash from Asset Dispositions of Notes Collateral, exceeds $10 million. (b) Within 365 days after the Note Collateral Agent’s receipt of the Net Available Cash from an Asset Disposition of any Notes Collateral, the Company or such Restricted Subsidiary shall at its option do any one or more of the following: (1) acquire Additional Assets; provided, however, that such Additional Assets, including the assets of any Person that becomes a Restricted Subsidiary of the Company as a result of such acquisition, are concurrently with their acquisition added to the Notes Collateral securing the Securities; or (2) make one or more offers to the Holders of the Securities (and, at the option of the Company, the holders of Other Pari Passu Lien Obligations) to purchase Securities (and such Other Pari Passu Lien Obligations) pursuant to and subject to the conditions contained in this Indenture (each, a “Notes Collateral Asset Sale Offer”); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (2), the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and 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. Notwithstanding the foregoing provisions of this Section 4.06(b), the Company and Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06(b) until the aggregate Net Available Cash from all Asset Dispositions of Notes Collateral which are not applied in accordance with this Section 4.06(b) exceeds $20 million. (c) The Company shall commence a Notes Collateral Asset Sale Offer with respect to the Net Available Cash from any Asset Disposition of Notes Collateral not later than 10 Business Days after the later of (x) the 365th day after such Asset Disposition of Notes Collateral to the extent such Net Available Cash has not been used in accordance with Section 4.06(b) and (y) the date that the Net Available Cash from Asset Dispositions of Notes Collateral not applied in accordance with this covenant exceeds $20 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. After the Company or any Restricted Subsidiary has applied the Net Available Cash from any Asset Disposition of any Notes Collateral as provided in, and within the time periods required by, Section 4.06(b) and (c), the balance of such Net Available Cash, if any, from such Asset Disposition of any Notes Collateral shall be released by the Noteholder Collateral Agent to the Company or such Restricted Subsidiary for use by the Company or such Restricted Subsidiary for any purpose not prohibited by the terms of this Indenture and shall cease to constitute Net Available Cash of Asset Dispositions of Notes Collateral subject to the provisions of this Section 4.06. Additionally, the Company may, at its option, make a Notes Collateral Asset Sale Offer using proceeds from any Asset Disposition of Notes Collateral at any time after consummation of such Asset Disposition. (d) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly consummate an Asset Disposition (other than an Asset Disposition of Notes Collateral) unless: (1) the Company or a such Restricted Subsidiary Subsidiary) receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (measured including as to the value of all non-cash consideration) of the date of the definitive agreement with respect shares and assets subject to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition;; and (2) except in the case of any Permitted Asset Swap, at least 75% of the consideration received by the Company or its Restricted Subsidiaries is in the form of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); provided that each of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee) that are assumed by the transferee by written agreement that releases the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (d) any Designated Non-Cash Consideration therefor received by the Company or such Restricted Subsidiary is in such the form of cash or cash equivalents. (e) Within 365 days after the Company’s or Restricted Subsidiary’s receipt of the Net Available Cash from an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (dspecified in Section 4.06(d), the Company or such Restricted Subsidiary may at its option do any one or more of the following: (1) permanently reduce any Indebtedness under the Credit Agreement and/or any Indebtedness secured by a Permitted Lien (including the Credit Facilities) or any Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor (and, in the case of revolving obligations, to exceed an amount equal correspondingly reduce commitments with respect thereto) or any Pari Passu Indebtedness, in each case other than Indebtedness owed to 7.5% the Company or a Subsidiary of the Company’s ACNTA (determined ; provided, however, that if the Company or any Subsidiary Guarantor shall so reduce any Pari Passu Indebtedness, the Company shall equally and ratably reduce Indebtedness under the Securities by making an offer to all Holders of Securities to purchase at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (3) an amount a purchase price equal to 100% of the Net Available Cash from principal amount thereof, plus accrued and unpaid interest and additional interest, if any, the pro rata principal amount of the Securities, such offer to be conducted in accordance with the procedures set forth below for an Asset Disposition is applied by the Company (or a Restricted Subsidiary, as the case may be) within 365 days to:Sale Offer but without any further limitation in amount; or (a) prepay, repay, redeem or purchase any Senior Debt; (b2) acquire Additional Assets; or. (cf) make capital expenditures in a Permitted Business. The requirement Pending the final application of clauses (3)(b) and (3)(c) of the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company (or any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash pursuant to this Section 3.5Cash, the Company or any such Restricted Subsidiary of the Company may apply the Net Available Cash to temporarily reducing reduce Indebtedness under any Credit Facility a revolving credit facility, if any, or otherwise invest the such Net Available Cash in any manner that is not prohibited by this IndentureTemporary Cash Investments. The amount of Any Net Available Cash from any Asset Disposition (other than an Asset Disposition of Notes Collateral) that are not applied or invested as provided above and within the 365-day time period set forth in Section 4.06(e) will be deemed to constitute “Excess Proceeds.” ”. When the aggregate amount of Excess Proceeds equals or exceeds $50.0 20 million, the Company shall make an offer to purchase all Holders of Securities and other (and, at the option of the Company, to holders of any Pari Passu Indebtedness of the Company Indebtedness) (an “Asset Disposition Sale Offer”) within 30 days, and shall to purchase Securities tendered pursuant to an Offer by the Company for the maximum principal amount of Securities (and principal amount or accreted value, as applicable, of such other Pari Passu Indebtedness Indebtedness), that is an integral multiple of $1,000 that may be purchased out of the Company) Excess Proceeds at a purchase an offer price of in cash in an amount equal to 100% of their the principal amount without premiumthereof, plus accrued but and unpaid interest toand additional interest, but not including, the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date if any (or, in respect of such other Pari Passu Indebtedness of the CompanyIndebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness Indebtedness), to the date fixed for the closing of the Company) such offer, in accordance with the procedures set forth in this Indenture. The Company shall commence an Asset Sale Offer with respect to Excess Proceeds not later than ten Business Days after the date that Excess Proceeds exceed $20 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Securities (including prorating and such Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities (and such Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities (and the Company or the trustee with respect to such Pari Passu Indebtedness, shall select such Pari Passu Indebtedness) to be purchased in the event of oversubscriptionmanner described in clause (g) set forth below in this Section 3.5below. Upon completion of an any such Asset Disposition Sale Offer, the amount of Excess Proceeds will which served as the basis for such Asset Sale Offer shall be deemed to be reset reduced to 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”)Additionally, the Company will purchase may, at its option, make an Asset Sale Offer using proceeds from any Asset Disposition at any time after consummation of such Asset Disposition. (g) If more Securities (and any Other Pari Passu Lien Obligations) are tendered pursuant to a Notes Collateral Asset Sale Offer than the Company is required to purchase, the principal amount of the Securities and Pari Passu Securities required to be purchased pursuant to this Section 3.5 (will be determined pro rata based on the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been principal amounts so validly tendered and not properly withdrawn, all the selection of the actual Securities and Pari Passu Securities validly tendered and not properly withdrawn in response to for purchase shall be made by 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no 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 will, to the extent lawful, accept for payment, to the extent necessary Trustee on a pro rata basis to the extent practicable; provided, however, that no Securities (except or any Other Pari Passu Lien Obligations) of $2,000 or less shall be purchased in part. If more Securities (and Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Company is required to purchase, the principal amount of the Securities to be purchased shall be determined pro rata based on the principal amounts so tendered and the selection of the actual Securities for purchase shall be made by the Trustee on a pro rata basis to the extent practicable; provided, however, that no Securities (or Pari Passu Indebtedness) of $2,000 or less shall be purchased in part. (h) For the purposes of Section 4.06, the following shall be deemed to be cash or cash equivalents: (1) Temporary Cash Investments; (2) the assumption or discharge of Indebtedness of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Securities represented Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness other than, in each case, Indebtedness constituting Subordinated Obligations, in connection with such Asset Disposition; and (3) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash, to the extent of cash received in that conversion within 90 days of the receipt of such securities. (i) For the purposes of this Section 4.06, any sale by the Company or a Security in global form will Restricted Subsidiary of the Capital Stock of a Restricted Subsidiary that owns assets constituting Notes Collateral or ABL Collateral shall be selected by deemed to be sale of such method as DTC Notes Collateral or its nominee or successor may require ABL Collateral (or, where in the event of a Restricted Subsidiary that owns assets that include any combination of Notes Collateral and ABL Collateral a separate sale of each of such nominee Notes Collateral and ABL Collateral). In the event of any such sale (or successor is the Trustee, a method sale of assets that most nearly approximates pro rata selection as the Trustee deems fair includes any combination of Notes Collateral and appropriate unless otherwise required by lawABL Collateral), the proceeds received by the Company and the Restricted Subsidiaries in respect of such sale shall be allocated to the Notes Collateral and ABL Collateral in accordance with their respective fair market values, which shall be determined by the Board of Directors of the Company in good faith or, in the case of an Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu 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 Securities so validly tendered and not properly withdrawn, in each case in minimum principal involving an amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. 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 Securities. The Company or the paying 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 otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be25.0 million, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000Independent Qualified Party. In addition, the Company will take for purposes of this covenant, any and all other actions required by the agreements governing the Pari Passu Securities. Any Security not so accepted will be promptly mailed or delivered sale by the Company or any Restricted Subsidiary of the Capital Stock of any Person that does not own any assets constituting Notes Collateral will not be subject to the Holder thereof. Sections 4.06(a) through (c), but rather will be subject to Section 4.06(d) through (f). (j) The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. The Company will shall comply, to the extent applicable, with the requirements of Rule 14e-1 Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to an Asset Disposition Offerthis Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.54.06, 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 4.06 by virtue of its 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 Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1i) the Company or a such Restricted Subsidiary receives consideration at the time of such Asset Disposition (or conclusion of any payment schedule with respect to such Asset Disposition) at least equal to the Fair Market Value (measured including as to the value of all non-cash consideration) of the date of the definitive agreement with respect shares and assets subject to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition;; and (2ii) at least 75% of the consideration received by thereof, together with all other Asset Dispositions since the Company or its Restricted Subsidiaries is in the form of cash or Temporary Cash InvestmentsEscrow Release Date (on a cumulative basis), Additional Assets or any combination thereof (collectively, the “Cash Consideration”); provided that each of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee) that are assumed by the transferee by written agreement that releases the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (d) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary is in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-the form of cash or Cash Consideration received pursuant to this clause (d), not to exceed an amount equal to 7.5% of Equivalents. Within 450 days after the Company’s ACNTA (determined at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (3) an amount equal to 100% of the any Net Available Cash from such Asset Disposition is applied by (or, in the case of a Designated Foreign Asset Disposition, within the time period specified in the definition thereof), the Company (or a the applicable Restricted Subsidiary, as the case may be) within 365 days to, shall apply the Net Available Cash from such Asset Disposition: (aA) prepayto the extent the assets or property disposed of in the Asset Disposition constituted Collateral, repayto repay (i) Secured Notes Obligations, redeem (ii) Senior Secured Credit Facilities Obligations or (iii) any Additional Equal Priority Obligations, and in each case, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto; provided that all reductions of Secured Notes Obligations shall be made pursuant to Section 5 of the Securities, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in Section 4.06(b)) to all Holders to purchase any Senior Debttheir Securities at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, on such Securities; (bB) acquire Additional Assets; orto the extent the assets or property disposed of in the Asset Disposition did not constitute Collateral: (ci) to repay (x) Secured Notes Obligations, (y) Senior Secured Credit Facilities Obligations or (z) any Additional Equal Priority Obligations, and in each case, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto; provided that if the Issuer or any Restricted Subsidiary shall repay any Obligations pursuant to clause (z) above, the Issuer or such Restricted Subsidiary will either (I) reduce the aggregate principal amount of Secured Notes Obligations on a ratable basis with any such Obligations under the Additional Equal Priority Obligations repaid pursuant to this clause (B)(i) by, at its option, (x) redeeming Securities pursuant to Section 5 of the Securities or (y) purchasing Securities through open-market purchases or (II) make capital expenditures an offer (in accordance with the provisions set forth in Section 4.06(b)) to all Holders to purchase their Securities on a Permitted Business. The requirement of clauses ratable basis with any Obligations under the Additional Equal Priority Obligations repaid pursuant to this clause (3)(bB)(i) and (3)(c) for no less than 100% of the preceding paragraph principal amount thereof plus the amount of this Section 3.5 accrued and unpaid interest, if any, thereon (which offer shall be deemed to be satisfied an Asset Disposition Offer for purposes hereof); or (ii) to repay Obligations under any Senior Indebtedness (other than any Senior Indebtedness referred to in clause (B)(i) above), and in the case of revolving obligations, to correspondingly reduce commitments with respect thereto; provided that the Issuer or such Restricted Subsidiary will either (I) reduce the aggregate principal amount of Secured Notes Obligations on an equal or ratable basis with any such Senior Indebtedness repaid pursuant to this clause (B)(ii) by, at its option, (x) redeeming Securities pursuant to Section 5 of the Securities or (y) purchasing Securities through open-market purchases or (II) make an offer (in accordance with the provisions set forth in Section 4.06(b) and for no less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon) to all Holders to purchase their Securities on an equal or ratable basis with any Senior Indebtedness repaid pursuant to this clause (B)(ii) (which offer shall be deemed to be an Asset Disposition Offer for purposes hereof); (C) to reduce the outstanding principal amount of Indebtedness of a bona fide binding contract committing Restricted Subsidiary that is not a Subsidiary Guarantor; (D) to acquire Additional Assets or other assets that replace the assets subject to such Asset Disposition; (E) to make investments and capital expenditures that are used or useful in a Related Business; or (F) for the investmentavoidance of doubt, acquisition or expenditure referred any combination of the foregoing, in the case of clauses (A), (B) and (C) other than Indebtedness owed to therein is entered into by the Company (or any Restricted Subsidiary an Affiliate of the Company; provided that entering into and not abandoning or rejecting a binding commitment to acquire assets or property or make investments or capital expenditures to satisfy clause (D) with or (E) shall be treated as a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending permitted application of Net Available Cash pursuant from the date of such commitment; provided further that (x) such acquisition or capital expenditure is consummated within 545 days after the later of the receipt of such Net Available Cash or the date of such Asset Disposition and (y) if such acquisition or capital expenditure is not consummated within the period set forth in subclause (x), the Net Available Cash not so applied will be deemed to this constitute Excess Proceeds under Section 3.54.06(b). Pending the final application of any such Net Available Cash, the Company or any such Restricted Subsidiary of the Company may apply the Net Available Cash to temporarily reducing reduce Indebtedness under any Credit Facility a revolving credit facility, if any, or otherwise invest the such Net Available Cash in any manner that is not prohibited by this Indenture. The amount 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 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.06 exceeds $100,000,000. (b) Any Net Available Cash that is not applied or invested as provided above will in Section 4.06(a) shall constitute “Excess Proceeds.” ”. When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million100,000,000, the Company shall make an offer to purchase Securities and other Pari Passu Indebtedness of the Company (an “Asset Disposition Offer”) within 30 daysto all Holders and, and shall purchase Securities tendered pursuant to an Offer by if the Company for or any Subsidiary Guarantor elects, to holders of such Equal Priority Obligations to purchase or redeem the maximum principal amount of the Securities (and such other Pari Passu Indebtedness Equal Priority Obligations, as applicable, that may be purchased out of the Company) at a purchase amount of such Excess Proceeds. The offer price of in any Asset Disposition Offer shall be equal to 100% of their the principal amount without premium, of the Securities or any such Equal Priority Obligations plus accrued but and unpaid interest to, but not including, to the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date (or, and shall be payable 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 Pari Passu Indebtedness of the Company) cash in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5Indenture or the agreements governing the applicable Equal Priority Obligations. Upon completion If the aggregate purchase price of an Asset Disposition Offer, Indebtedness tendered exceeds the amount of Excess Proceeds will be deemed to be reset to 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”)Proceeds, the Company will purchase Trustee shall select the principal amount of Securities and Pari Passu Securities required Indebtedness 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 and not properly withdrawn, all Securities and Pari Passu 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no 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 will, to the extent lawful, accept for payment, to the extent necessary on a pro rata basis (except that any Securities represented by a Security but in global form will be selected by such method as DTC or its nominee or successor may require orround denominations, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu 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 Securities so validly tendered and not properly withdrawnwhich, in each the case in minimum principal amount of the Securities, shall be denominations of $2,000 and principal amount or integral multiples of $1,000 in excess thereof. Upon completion of $2,000; provided that if, following the repurchase of a portion of a Securityeach Asset Disposition Offer, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased Excess Proceeds shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. The Company will deliver to the Trustee an Officers’ Certificate stating that reset at zero and, so long as all such Securities or portions thereof were accepted for payment validly tendered and not withdrawn pursuant to such offer are purchased by the Company in accordance compliance with the terms of this Section 3.5 and4.06, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Securities. The Company or the paying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination excess of the Asset Disposition Offer Periodoffer amount over the amount applied to purchase such Securities (and such other Equal Priority Obligations) mail (or otherwise deliver in accordance with the applicable procedures of DTC) pursuant to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case such offer may be, an amount equal to the purchase price of the Securities or Pari Passu Securities so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted be applied by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an authentication order 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required purpose not prohibited by the agreements governing the Pari Passu Securities. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereofthis Indenture. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. The Company will shall comply, to the extent applicable, with the requirements of Rule 14e-1 Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to an Asset Disposition Offerthis Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.54.06, 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 4.06 by virtue of its compliance with such securities laws or regulations. Nothing in this Indenture shall prevent the Company from making an Asset Disposition Offer earlier than required. (c) (i) Promptly, and in any event within 10 days after the Company becomes obligated to make an Asset Disposition Offer, the Company shall be obligated to deliver to the Trustee and deliver electronically, in accordance with DTC procedures in the case of Global Securities, or send by first-class mail, to each Holder, a written notice stating that the Holder may elect to have their Securities purchased by the Company either in whole or in part (subject to prorating as described in 4.06(b) in the event the Asset Disposition Offer is oversubscribed) in integral multiples of $2,000 of principal amount or any whole integral multiple of $1,000 in excess thereof, 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 shall enable such Holders to make an informed decision (which at a minimum shall 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 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 Asset Disposition Offer, together with the address referred to in clause (iii) below.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition of Collateral unless: (1) the Company or a such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value fair market value (measured as of such fair market value to be determined on the date of the definitive agreement with respect 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 assets and Equity Interests issued or sold pursuant Collateral subject to such Asset DispositionDisposition (notwithstanding the foregoing, the consideration received by the Company or any of its Restricted Subsidiaries from the sale of the Uhrichsville, Ohio facility on terms materially consistent with the terms, as in effect as of the Issue Date, set forth in Exhibit G to the Supply Agreement by and among Commonwealth Aluminum Corporation, IMCO Recycling of Ohio Inc. and IMCO Recycling Inc., dated as of April 1, 1999, or the sale of the Saginaw, Michigan facility on terms materially consistent with the terms, as in effect as of the Issue Date, set forth in Exhibit 5 to the Long Term Agreement between General Motors Corporation and Alchem Aluminum Inc., dated as of February 26, 1999, shall, in each case, be deemed to be fair market value for purposes of this paragraph); (2) at least 75% of the consideration from such Asset Disposition received by the Company or its such Restricted Subsidiaries Subsidiary, as the case may be, is in the form of cash or Temporary Cash InvestmentsEquivalents and 100% of the Net Available Cash therefrom is deposited directly by the Company into the Collateral Account; and (3) the remaining consideration from such Asset Disposition that is not in the form of cash or Cash Equivalents is thereupon with its acquisition pledged as Collateral to secure the Securities; provided, however, to the extent that the Credit Facility Collateral Documents restrict the Company's ability to pledge such other consideration as Collateral, the Company shall either pledge other property or assets as Collateral having a fair market value, as determined in good faith by the Board of Directors, at least equal to the fair market value of such other consideration or deposit an amount of cash or Cash Equivalents into the Collateral Account having a value at least equal to the fair market value of such other consideration (which Cash or Cash Equivalents may be withdrawn by the Company from the Collateral Account to be invested in Additional Assets in the manner set forth under this subsection (a)); provided, further, that prior to such pledge, deposit or withdrawal, the Company shall have delivered to the Trustee an Officers' Certificate stating, as applicable, that (i) in accordance with this clause (3), other property or assets may be pledged as Collateral having the fair market value required by said clause, (ii) in accordance with this clause (3), cash or Cash Equivalents are to be deposited into the Collateral Account having the fair market value required by said clause or (iii) funds to be withdrawn from the Collateral Account are to be invested in Additional Assets in compliance with this clause (3) and that, in the case of clause (i), (ii) or (iii), all conditions precedent provided for in this Indenture to such pledge, deposit or withdrawal have been complied with. Any Net Available Cash deposited into the Collateral Account from any Asset Dispositions of Collateral, Recovery Events (as described in the next paragraph), Asset Swaps involving the transfer of Collateral (as described in Section 3.5(d) below) or prepayments of the Intercompany Note may be withdrawn by the Company to be invested by the Company in Additional Assets within 360 days from the later of the date of (x) such Asset Disposition, Recovery Event, Asset Swap or prepayments and (y) the receipt of such Net Available Cash, which Additional Assets are thereupon with their acquisition added to the Collateral securing the Notes; provided, however, to the extent that the Credit Facility Collateral Documents restrict the Company's ability to pledge such Additional Assets as Collateral, the Company shall either pledge other property or assets as Collateral having a fair market value, as determined in good faith by the Board of Directors, at least equal to the fair market value of such Additional Assets or any combination thereof deposit an amount of cash or Cash Equivalents into the Collateral Account having a value at least equal to the fair market value of such Additional Assets; provided, further, that prior to such investment (collectivelyand the related withdrawal from the Collateral Account), pledge or deposit, the “Company shall have delivered to the Trustee an Officers' Certificate stating, as applicable, that (i) funds to be withdrawn from the Collateral Account are to be invested in Additional Assets in compliance with this paragraph, (ii) in accordance with this paragraph, other property or assets may be pledged as Collateral having the fair market value required by said paragraph or (iii) in accordance with this paragraph, cash or Cash Consideration”Equivalents are to be deposited into the Collateral Account having the fair market value required by said paragraph and that, in the case of clause (i); , (ii) or (iii), all conditions precedent provided that each for in this Indenture to such investment, pledge or deposit have been complied with. All of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are Net Available Cash received by their terms subordinated to the Securities or any Subsidiary Guarantee) that are assumed by the transferee by written agreement that releases the Company or such Restricted Subsidiary Subsidiary, as the case may be, from or indemnifies any Recovery Event shall be deposited directly into the Company or such Restricted Subsidiary against further liability; (b) with respect to any Asset Disposition of Oil Collateral Account and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted may be withdrawn by the Company or such Restricted Subsidiary into cash, to the extent be invested in Additional Assets (which may include performance of a Restoration of the cash received affected Collateral) in accordance with the preceding paragraph within 360 days from the receipt of such Net Available Cash. Any Net Available Cash from Asset Dispositions of Collateral, Asset Swaps involving the transfer of Collateral, Recovery Events or prepayments of the Intercompany Note that conversion; and are not applied or invested as provided in this subsection (da) any Designated Non-Cash Consideration received by or in accordance with the Company Collateral Documents will be deemed to constitute "Excess Collateral Proceeds." On the 361st day after an Asset Disposition, Asset Swap, Recovery Event or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received prepayment of the Intercompany Note pursuant to this clause subsection (da), not if the aggregate amount of Excess Collateral Proceeds exceeds $5.0 million, the Company will be required to exceed make an offer ("Collateral Disposition Offer") to all holders of Securities to purchase the maximum principal amount equal of Securities to 7.5% which the Collateral Disposition Offer applies that may be purchased out of the Company’s ACNTA (determined Excess Collateral Proceeds, at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes an offer price in value; and (3) cash in an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or a Restricted Subsidiary, as the case may be) within 365 days to: (a) prepay, repay, redeem or purchase any Senior Debt; (b) acquire Additional Assets; or (c) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) principal amount of the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company (or any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash pursuant to this Section 3.5, the Company or any Restricted Subsidiary of the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Company shall make an offer to purchase Securities and other Pari Passu Indebtedness of the Company (an “Asset Disposition Offer”) within 30 days, and shall purchase Securities tendered pursuant to an Offer by the Company for the Securities (and such other Pari Passu Indebtedness of the Company) at a purchase price of 100% of their principal amount without premium, plus accrued but and unpaid interest to, but not including, to the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date (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 Pari Passu Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5Indenture in integral multiples of $1,000. Upon completion of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to 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 aggregate amount of Securities and Pari Passu 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 tendered and not properly withdrawn, all Securities and Pari Passu 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no 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 will, to the extent lawful, accept for payment, to the extent necessary on a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu Securities so validly tendered and not properly withdrawn pursuant to the Asset a Collateral Disposition Offer, or if Offer is less than the Asset Disposition Offer Amount has been validly tendered Excess Collateral Proceeds, the Company may use any remaining Excess Collateral Proceeds for general corporate purposes, free and not properly withdrawnclear of any Liens created by the Collateral Documents, all Securities and Pari Passu Securities so validly tendered and not properly withdrawn, subject to other covenants contained in each case in minimum this Indenture. If the aggregate principal amount of $2,000 and integral multiples Securities surrendered by Holders thereof exceeds the amount of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a SecurityExcess Collateral Proceeds, the remaining Trustee shall select the Securities to be purchased on a pro rata basis on the basis of the aggregate principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. 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 Securities. The Company or the paying 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 otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. 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. 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 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 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.tendered

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, directly or indirectly, consummate any Asset Disposition unless: unless (1i) the Company or a such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (measured including as to the value of the date of the definitive agreement with respect to such Asset Dispositionall non-cash consideration), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition; (2) at least 75% of the consideration received as determined in good faith by the Company or its Restricted Subsidiaries is in the form of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); provided that each of the following will be deemed to be cash:Board of (a) any liabilitiesexcept to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.06(a) exceeds $5,000,000. Pending application of Net Available Cash pursuant to this Section 4.06(a), as shown on such Net Available Cash shall be invested in Permitted Investments or used to reduce outstanding borrowings under revolving credit facilities. For the Company’s most recent consolidated balance sheetpurposes of Section 4.06(a)(i), the following are deemed to be cash or cash equivalents: (x) the assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee) that are assumed by the transferee by written agreement that releases release of the Company or such Restricted Subsidiary from or indemnifies the Company or all liability on such Restricted Subsidiary against further liability; (b) Indebtedness in connection with respect to any such Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereofy) agrees to pay; (c) any securities, notes or other obligations securities received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, are promptly converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (d) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (d), not to exceed an amount equal to 7.5% of the Company’s ACNTA (determined at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or a Restricted Subsidiary, as the case may be) within 365 days to: (a) prepay, repay, redeem or purchase any Senior Debt;. (b) acquire Additional Assets; or (c) make capital expenditures in a Permitted Business. The requirement In the event of clauses (3)(b) and (3)(c) an Asset Disposition that requires the purchase of the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company (or any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash Securities pursuant to this Section 3.5, the Company or any Restricted Subsidiary of the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million4.06(a)(ii)(C), the Company shall make an offer be required to purchase Securities and other Pari Passu Indebtedness of the Company (an “Asset Disposition Offer”) within 30 days, and shall purchase Securities tendered pursuant to an Offer offer by the Company for the Securities (and such other Pari Passu Indebtedness of the Company"Offer") at a purchase price of 100% of their principal amount value (without premium, ) plus accrued but 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 on the relevant interest payment date (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 Pari Passu Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5. Upon completion of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to zero4.06(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 and Pari Passu Securities shall not be required to be purchased make an Offer to purchase Securities pursuant to this Section 3.5 4.06 if the Net Available Cash available therefor is less than $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). (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 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 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 Disposition Offer Amount”Dispositions otherwise described in the offering materials (or corresponding successor reports), (ii) or, if less than a description of material developments in the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Securities and Pari Passu Securities validly tendered and not properly withdrawn in response Company's business subsequent to the Asset Disposition Offer. If date of 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, if any, will be paid to the Person in whose name a Security is registered at the close latest of business on such record datereports, and no further interest will be payable (iii) if material, appropriate pro forma financial information) and all instructions and materials necessary to Holders who 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, 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 Disposition OfferDispositions pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or before with a paying agent (or, if the Asset Disposition 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. 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 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 willto 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 shall be required to surrender the Security, with an appropriate form duly completed, to the extent lawful, accept for payment, Company at the address specified in the notice at least three Business Days prior to the extent necessary 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 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 thereof exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (except with such adjustments as may be deemed appropriate by the Company so that any only Securities represented by a Security in global form will denominations of $1,000, or integral multiples thereof, shall be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by lawpurchased), the Asset Disposition Offer Amount of . Holders whose Securities and Pari Passu are purchased only in part shall be issued new Securities or portions of Securities and Pari Passu Securities so validly tendered and not properly withdrawn pursuant equal in principal amount 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 Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a unpurchased portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then Securities surrendered. (4) At the portion of such Security so repurchased shall be reduced such that time the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. The Company will deliver delivers Securities 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 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, Section. A Security shall be deemed to have been accepted for purchase at the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Securities. The Company or the paying 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 otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 time the Trustee, upon delivery of directly or through an authentication order from the Companyagent, will authenticate and mail mails 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 $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. Any Security not so accepted will be promptly mailed or delivered by the Company delivers payment therefor to the Holder thereof. surrendering Holder. (d) The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. The Company will shall comply, to the extent applicable, with the requirements of Rule 14e-1 Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to an Asset Disposition Offerthis Section. 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 its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will Borrower shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:except for the following (and subject to the Financing Orders): (1i) Dispositions of (x) obsolete, damaged, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and (y) property no longer used or useful in the conduct of the business of the Loan Parties and their Subsidiaries; (ii) Dispositions of (x) inventory and immaterial assets in the ordinary course of business and (y) accounts receivable in connection with the collection or compromise thereof in the ordinary course of business; (iii) leases, subleases, licenses or sublicenses in the ordinary course of business and consistent with past practices that do not materially interfere with the ordinary conduct of the business of the Loan Parties; (iv) transfers of property to the extent subject to casualty or condemnation events; (v) abandonment or cancellation of intellectual property in the ordinary course of business which does not materially interfere with the ordinary conduct of the business of the Loan Parties; (vi) Dispositions in the ordinary course of business of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the Company proceeds of such Disposition are promptly applied to the purchase price of similar replacement property (which replacement property is actually promptly purchased); (vii) Dispositions of property to the Borrower or a Restricted Subsidiary; provided, that, if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party or (ii) to the extent such transaction constitutes an Investment, such transaction is a Permitted Investment; (viii) Dispositions in the ordinary course of business of cash and Cash Equivalents; and (ix) other Dispositions not otherwise permitted by this Section 6.05, so long as (x) the Borrower or a Restricted Subsidiary receives consideration at the time of such Disposition at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect shares and assets subject to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition; (2y) at least not less than seventy-five percent (75% of %) the consideration thereof received by the Company Borrower or its such Restricted Subsidiaries Subsidiary is in the form of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); provided that each of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee) that are assumed by the transferee by written agreement that releases the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (d) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (d), not to exceed an amount equal to 7.5% of the Company’s ACNTA (determined at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or a Restricted Subsidiary, as the case may be) within 365 days to: (a) prepay, repay, redeem or purchase any Senior Debt; (b) acquire Additional Assets; or (c) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) Equivalents and (3)(cz) of the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company (or any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash pursuant to this Section 3.5, the Company or any Restricted Subsidiary of the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds all such Dispositions does not exceed $50.0 million, the Company shall make an offer to purchase Securities and other Pari Passu Indebtedness of the Company (an “Asset Disposition Offer”) within 30 days, and shall purchase Securities tendered pursuant to an Offer by the Company for the Securities (and such other Pari Passu Indebtedness of the Company) at a purchase price of 100% of their principal amount without premium, plus accrued but 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 on the relevant interest payment date (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 Pari Passu Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5. Upon completion of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to 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 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 tendered and not properly withdrawn, all Securities and Pari Passu 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no 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 will, to the extent lawful, accept for payment, to the extent necessary on a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu 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 Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. 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 Securities. The Company or the paying 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 otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. 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. 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 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 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 regulations1,000,000.

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, directly cause or indirectly, consummate make any Asset Disposition Sale of Collateral, unless: (1) the Company or a Restricted Subsidiary receives consideration at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition; (2) at least 75% of the consideration received by the Company or its Restricted Subsidiaries is in the form of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); provided that each of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee) that are assumed by the transferee by written agreement that releases the Company Issuer or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (d) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (d), not to exceed an amount equal to 7.5% of the Company’s ACNTA (determined at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or a Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer on the date of contractually agreeing to such Asset Sale) within 365 days to: (a) prepay, repay, redeem of the assets sold or purchase any Senior Debtotherwise disposed of; (b2) acquire Additional Assets; or (c) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) 85% of the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into consideration therefor received by the Company (Issuer or any such Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash pursuant to this Section 3.5, the Company or any Restricted Subsidiary of the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Company shall make an offer to purchase Securities and other Pari Passu Indebtedness of the Company (an “Asset Disposition Offer”) within 30 days, and shall purchase Securities tendered pursuant to an Offer by the Company for the Securities (and such other Pari Passu Indebtedness of the Company) at a purchase price of 100% of their principal amount without premium, plus accrued but 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 on the relevant interest payment date (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 Pari Passu Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5. Upon completion of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to 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 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 tendered and not properly withdrawn, all Securities and Pari Passu 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no 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 will, to the extent lawful, accept for payment, to the extent necessary on a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu 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 Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. 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 Securities. The Company or the paying agentSubsidiary, as the case may be, will promptly is in the form of cash, Cash Equivalents or Replacement Assets of a type which would constitute Collateral (but which are thereupon with their acquisition added to the Collateral securing the Notes in the manner and to the extent required in the Indenture or any case not later than five Business Days after the termination of the Security Documents) or a combination of the foregoing; (3) to the extent that any consideration received by the Issuer or a Restricted Subsidiary in such Asset Disposition Offer PeriodSale constitutes securities or other assets that are of a type or class that constitutes Collateral, such securities or other assets, including the assets of any Person that becomes a Subsidiary Guarantor as a result of such transaction, are concurrently with their acquisition added to the Collateral securing the Notes in the manner and to the extent required in the Indenture or any of the Security Documents; and (4) mail the Net Proceeds from any such Asset Sale of Collateral is paid directly by the purchaser thereof to the Collateral Agent to be held in trust in a Collateral Account for application in accordance with this covenant. Notwithstanding the foregoing provisions of the above paragraph, the Issuer and the Restricted Subsidiaries will not be required to cause any Net Proceeds to be held in an Collateral Account in accordance with clause (3) of the above paragraph except to the extent the aggregate Net Proceeds from all Asset Sales of Collateral which are not held in an Collateral Account, or otherwise deliver have not been previously applied in accordance with the applicable procedures provisions of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal following paragraphs relating to the purchase price application of Net Proceeds from Asset Sales of Collateral, exceed $5.0 million. Any Net Proceeds deposited into the Collateral Account from any Asset Sale of Collateral may be withdrawn to be invested by the Issuer or a Guarantor in Replacement Assets constituting Collateral within 365 days of the Securities or Pari Passu Securities so validly tendered and not properly withdrawn by date of such holder or lenderAsset Sale, as which Replacement Assets are thereupon with their acquisition added to the case may be, and accepted by Collateral securing the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an authentication order 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 surrenderedNotes; provided that each the Replacement Assets shall not include the Capital Stock of Foreign Subsidiaries for purposes of this requirement unless the relevant Asset Sale consisted of the sale of the Capital Stock of a Foreign Subsidiary. All of the Net Proceeds received from any Recovery Event in respect of Collateral shall be deposited directly into the Collateral Account and may be withdrawn to pay Priority Payment Lien Obligations in accordance with the proviso of the succeeding paragraph or be invested by the Issuer or a Guarantor in Replacement Assets (which may include performance of a restoration of the affected Collateral) within 365 days of the date of such new Security will Recovery Event, which Replacement Assets are thereupon with their acquisition added to the Collateral securing the Notes; provided, that (x) the Issuer shall not be required to deposit in a minimum principal the Collateral Account the Net Proceeds in an aggregate amount of $2,000 5.0 million or an integral multiple less and (y) Replacement Assets shall not include the Capital Stock of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. 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. 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 Securities pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions Foreign Subsidiaries for purposes 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 its compliance with such securities laws or regulationsrequirement.

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, directly or indirectly, consummate any Asset Disposition unless: (1i) the Company consideration the Parent Guarantor or a such Restricted Subsidiary receives consideration at least equal to (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) for such Asset Disposition is not less than the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition;(as determined by the Board of Directors); and (2ii) at least 7580% of the consideration received by the Company Parent Guarantor or its the relevant Restricted Subsidiaries is Subsidiary receives in respect of such Asset Disposition consists of cash. For the form purpose of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectivelythis covenant, the “Cash Consideration”); provided that each of the following will be are deemed to be cash: (ai) any liabilities, as shown on cash or Temporary Cash Investments; (ii) the Company’s most recent consolidated balance sheet, assumption or discharge of Indebtedness of the Company Parent Guarantor or any Restricted Subsidiary (other than contingent liabilities Indebtedness (A) between and liabilities among the Parent Guarantor and a Restricted Subsidiary, (B) owed to an Affiliate of the Parent Guarantor or (C) that are by their terms is subordinated to the Securities Notes or any Subsidiary Guarantee) that are assumed by and the transferee by written agreement that releases release of the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) with respect to any Asset Disposition of Oil and Gas Properties by the Company Parent Guarantor or any Restricted Subsidiary where the Company or from all liability on such Restricted Subsidiary retains an interest Indebtedness in connection with such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to payAsset Disposition; (ciii) Indebtedness (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 Notes or any securitiesGuarantee) 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, notes 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 are, within 180 days of the Asset Disposition, can be converted by the Company Parent Guarantor or such Restricted Subsidiary into cashcash or Temporary Cash Investments within 90 days of receipt thereof, to the extent of the cash or Temporary Cash Investments actually received in that conversion; and (dvi) all or substantially all of the assets of, or Capital Stock of, a Person received as consideration in an Asset Disposition if, after giving effect to any Designated Non-such receipt of Capital Stock, the Person is or becomes a Restricted Subsidiary. (b) Within 90 days after the receipt of any Net Cash Consideration received by Proceeds from an Asset Disposition, the Company Parent Guarantor or such Restricted Subsidiary may use such Net Cash Proceeds to make an investment in such or expenditure for Additional Assets. Any Net Cash Proceeds from Asset Disposition having Dispositions that are not applied or invested as provided in the preceding paragraph shall be deemed to constitute “Excess Proceeds.” (c) When the aggregate amount of Excess Proceeds exceeds €5 million, the Parent Guarantor or the Company shall, within 15 Business Days, prepay on a pro rata basis to each Holder’s holdings thereof an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause principal amount of Notes (d), not to exceed an in a principal amount equal to 7.5100% of the Company’s ACNTA (determined such Excess Proceeds) at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes a purchase price in value; and (3) cash in an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or a Restricted Subsidiary, as the case may be) within 365 days to:principal amount thereof; provided that (ai) prepayafter €275 million in aggregate principal amount of the Notes have been repaid, repayany subsequent Excess Proceeds shall be applied pro rata to repay outstanding amounts under the Super-Priority Subscription Agreement Documents, redeem or purchase any the Notes and the Senior Debt;Unsecured Notes; and (bii) acquire Additional Assets; or (c) make capital expenditures in if a Permitted Business. The requirement of clauses (3)(b) default occurs and (3)(c) of is continuing under the preceding paragraph of this Section 3.5 Super-Priority Subscription Agreement Documents, any Excess Proceeds shall be deemed applied to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by repayment of debt under the Company (or Super-Priority Subscription Agreement Documents before any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash Notes are repaid pursuant to this Section 3.5, the Company 4.09. (d) The Parent Guarantor or any Restricted Subsidiary of the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Company shall make an offer 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 interest to purchase Securities and other Pari Passu Indebtedness of the Company (an “Asset Disposition Offer”) within 30 days, and shall purchase Securities tendered pursuant to an Offer by the Company for the Securities (and such other Pari Passu Indebtedness of the Company) at a purchase price of 100% of their principal amount without premium, plus accrued but unpaid interest to, but not including, the date of purchase, subject to the right of Holders of record such prepayment on the relevant record date to receive interest on the relevant interest payment date (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 Pari Passu Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5. Upon completion of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to 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 Securities 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 and not properly withdrawn, all Securities and Pari Passu 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no further 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, to the extent necessary on reduce Debt Outstanding under a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu 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 Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. 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 Securities. The Company or the paying 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 (revolving credit facility or otherwise deliver invest such Net Proceeds in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. 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. 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 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 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 regulationsTemporary 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, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) the Company or a such Restricted 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 fair market value (measured as determined in good faith by the Company) of the date of the definitive agreement with respect shares and assets subject to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition; (2ii) at least 75% of the consideration thereof received by the Company or its such Restricted Subsidiaries Subsidiary is in the form of cash or Temporary Cash Investments, Additional Assets or any combination thereof cash equivalents (collectively, the “Cash Consideration”); provided that each the amount of the following will be deemed to be cash: (aw) any liabilities, liabilities (as shown on the Company’s 's or such Restricted Subsidiary's most recent consolidated balance sheet, sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary GuaranteeSenior Subordinated Notes) that are assumed by the transferee by written agreement that releases the Company or of any such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) with respect assets without recourse to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the explorationSubsidiaries, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (cx) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are, within 180 days of the Asset Disposition, are converted by the Company or such Restricted Subsidiary into cash, cash (to the extent of the cash received in that conversion; and received) within 180 days following the closing of such Asset Disposition, (dy) any Designated Non-Cash Noncash Consideration received by the Company or such any of its Restricted Subsidiary Subsidiaries in such Asset Disposition having an aggregate Fair Market Valuefair market value, taken together with all other Designated Non-Cash Noncash Consideration received pursuant to this clause (d)y) that is at that time outstanding, not to exceed an amount equal to 7.55% of the Company’s ACNTA (determined Adjusted Consolidated Assets at the time of the receipt of such Designated Non-Cash Consideration), Noncash Consideration (with the Fair Market Value fair market value of each item of Designated Non-Cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value; and ) and (3z) any assets received in exchange for assets related to a Related Business of comparable market value in the good faith determination of the Board of Directors shall be deemed to be cash for purposes of this provision) and (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or a Restricted Subsidiary, as the case may be) within 365 days to:Asset (a) prepay, repay, redeem or purchase any Senior Debt;except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is not applied in accordance with this Section 4.06 (a) exceeds $20.0 million. (b) acquire Additional Assets; or In the event of an Asset Disposition that requires the purchase of Senior Subordinated Notes (c) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) of the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company (or any Restricted Subsidiary other Senior Subordinated Indebtedness of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash pursuant to this Section 3.5, the Company or any Restricted Subsidiary of the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million4.06(a)(iii)(C), the Company shall make an offer be required to purchase Securities Senior Subordinated Notes (and other Pari Passu Senior Subordinated Indebtedness of the Company (an “Asset Disposition Offer”Company) within 30 days, and shall purchase Securities tendered pursuant to an Offer offer by the Company for the Securities Senior Subordinated Notes (and such other Pari Passu Senior Subordinated Indebtedness of the Company) (the "Offer") at a purchase price of 100% of their principal amount without premium, plus accrued but 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 on the relevant interest payment date (or, in respect of such other Pari Passu Indebtedness of the Company, such lesser priceand liquidated damages, if any, as may be provided for by to the terms date of such Pari Passu Indebtedness of the Company) purchase in accordance with the procedures (including prorating in the event of oversubscription) ), set forth below in this Section 3.54.06(c). Upon completion If the aggregate purchase price of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to zero. The Asset Disposition Offer will remain open for a period Senior Subordinated Notes (and other Senior Subordinated Indebtedness of 20 Business Days following its commencement, except the Company) tendered pursuant to the extent that a longer period Offer is required by applicable law (less than the “Asset Disposition Offer Period”). No later than five Business Days after Net Available Cash allotted to the termination purchase of the Asset Disposition Offer Period Senior Subordinated Notes (and other Senior Subordinated Indebtedness of the “Asset Disposition Purchase Date”Company), the Company will purchase may apply the principal amount remaining Net Available Cash for any purpose permitted by the terms of Securities and Pari Passu Securities this Indenture. The Company shall not be required to be purchased make an Offer for Senior Subordinated Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to this Section 3.5 4.06 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 Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Securities and Pari Passu Securities validly tendered and not properly withdrawn 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record dateDisposition). (c) (1) Promptly, and no further interest will be payable in any event within 30 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 be obligated to deliver to the extent lawfulSenior Subordinated Notes Trustee and send, accept for payment, by first-class mail to the extent necessary on a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trusteeeach Senior Subordinated Noteholder, a method written notice stating that most nearly approximates pro rata selection the Senior Subordinated Noteholder may elect to have his Senior Subordinated Notes purchased by the Company either in whole or in part (subject to prorating as hereinafter described in the Trustee deems fair and appropriate unless otherwise required by law), event the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu 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 Securities so validly tendered and not properly withdrawn, is oversubscribed) in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that ifprincipal amount, following at the repurchase of applicable purchase price. The notice shall specify a portion of a Security, purchase date not less than 30 days nor more than 60 days after the remaining principal amount date of such Security outstanding immediately after notice (the "Purchase Date") and shall contain or incorporate by reference such repurchase would be less than $2,000, then information concerning the portion business of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by which the Company in accordance good faith believes will enable such Senior Subordinated Noteholders to make an informed decision and all instructions and materials necessary to tender Senior Subordinated Notes pursuant to the Offer, together with the terms of this Section 3.5 and, address referred to in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Securities. The Company or the paying agent, as the case may be, will promptly clause (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. 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. 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 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 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 regulations3).

Limitation on Sales of Assets and Subsidiary Stock. The Company will (a) Holdings shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) the Company Holdings or a such Restricted 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 (measured as of the date of the definitive agreement with respect shares and assets subject to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition; (2ii) at least 75% of the consideration therefor received by the Company Holdings or its such Restricted Subsidiaries Subsidiary is in the form of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectively, the “Cash Consideration”)cash; provided that each of the following will shall be deemed to be cash: cash for purposes of this clause (aii) (but not for purposes of the definition of Net Available Cash): (1) the amount of any liabilities, liabilities (as shown on the Company’s Holdings' or such Restricted Subsidiary's most recent consolidated balance sheet, sheet or in the notes thereto) of the Company Holdings or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary GuaranteeNotes) that are assumed by the transferee of any such assets, (2) the amount of any securities received by written agreement that releases the Company Holdings or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, are converted or scheduled to be converted by the Company Holdings or such Restricted Subsidiary into cash, cash (to the extent of the cash received or scheduled to be received) within 90 days following the closing of such Asset Disposition, (3) the Fair Market Value of any Related Assets received by Holdings or any Restricted Subsidiary in that conversion; and such Asset Disposition and (d4) any Designated Non-Cash Noncash Consideration received by the Company Holdings or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Noncash Consideration received pursuant to this clause (d)4) that has not been converted into cash or cash equivalents, not to exceed an amount equal to 7.510% of Consolidated Net Tangible Assets as of the Company’s ACNTA (determined end of the most recent fiscal quarter for which financial statements are publicly available or are otherwise provided pursuant to the Purchase Agreement at the time of receipt of such Designated Non-Cash Consideration), Noncash Consideration is received (with the Fair Market Value of each item of Designated Non-Cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value); and and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company Holdings (or a such Restricted Subsidiary, as the case may be) within 365 days to: (a1) first, to the extent Holdings elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem redeem, purchase, repurchase, defease or purchase otherwise acquire or retire for value Indebtedness (other than obligations in respect of any Senior Debt; (b) acquire Additional Assets; or (c) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(cPreferred Stock) of the preceding paragraph a Wholly Owned Subsidiary (in each case, other than Indebtedness owed to Holdings or an Affiliate of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company (or Holdings and other than obligations in respect of any Restricted Subsidiary Disqualified Stock) within 360 days of the Company) with a Person other than a Restricted Subsidiary later of the Company within date of such Asset Disposition or the time period specified in the preceding paragraph and receipt of such Net Available Cash is subsequently applied in accordance with such contract within six months following Cash; (2) second, to the date such agreement is entered into. Pending application extent of the balance of Net Available Cash pursuant to after application in accordance with clause (1) of this Section 3.54.06(a)(iii), to the Company extent Holdings or any such Restricted Subsidiary elects to, or enters into a binding agreement to, reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with cash in an amount equal to the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied received by, or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals to be received by, Holdings or exceeds $50.0 million, the Company shall make an offer to purchase Securities and other Pari Passu Indebtedness another Restricted Subsidiary) within 360 days of the Company (an “later of such Asset Disposition Offer”) within 30 days, and shall purchase Securities tendered pursuant to an Offer by or the Company for the Securities (and such other Pari Passu Indebtedness of the Company) at a purchase price of 100% of their principal amount without premium, plus accrued but 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 on the relevant interest payment date (or, in respect receipt of such other Pari Passu Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness of the CompanyNet Available Cash; and (3) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5. Upon completion of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to 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 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 tendered and not properly withdrawn, all Securities and Pari Passu 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no 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 willthird, to the extent lawful, accept for payment, to of the extent necessary on a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu 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 Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Security, the remaining principal amount balance of such Security outstanding immediately Net Available Cash after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company application in accordance with the terms clauses (1) and (2) 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 Securities. The Company or the paying 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 otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. 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. The Company will comply4.06(a)(iii), 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 make an Offer to purchase 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 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 its compliance with such securities laws or regulations.subject to

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will Borrower shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: (1) the Company Borrower or a such Restricted 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 (measured as of the date of the definitive agreement with respect shares and assets subject to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition;; and (2) at least 75% of the consideration therefor received by the Company Borrower or its such Restricted Subsidiaries Subsidiary is (i) to the extent the assets subject to such Asset Disposition do not constitute Collateral under this Agreement, in the form of cash or Temporary Cash InvestmentsAdditional Assets, Additional Assets or any combination thereof (collectivelyii) to the extent the assets subject to such Asset Disposition do constitute Collateral under this Agreement, in the form of cash or assets that are included in the Collateral. (b) For the purposes of this covenant, the “Cash Consideration”); provided that each of the following will be are deemed to be cash: (a1) any liabilities, as shown on the Company’s most recent consolidated balance sheet, assumption of Indebtedness or other obligations of the Company Borrower (other than obligations in respect of Disqualified Stock of the Borrower) or any Restricted Subsidiary (other than contingent liabilities obligations in respect of Disqualified Stock and liabilities Preferred Stock of a Restricted Subsidiary that are by their terms subordinated to is a Subsidiary Guarantor) and the Securities or any Subsidiary Guarantee) that are assumed by release of the transferee by written agreement that releases the Company Borrower or such Restricted Subsidiary from all liability on such Indebtedness or indemnifies the Company or obligations in connection with such Restricted Subsidiary against further liabilityAsset Disposition; (b2) with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash, except to the extent of the cash received in that conversion; and (d) assets subject to the applicable Asset Disposition constitute Collateral under this Agreement, any Designated Non-Cash Noncash Consideration received by the Company or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market ValueValue that, when taken together with all other Designated Non-Cash Noncash Consideration received pursuant to this clause (d)and then outstanding, does not to exceed an amount equal to 7.5% of the Company’s ACNTA (determined at the time of the receipt of such Designated Non-Cash Consideration), Noncash Consideration (with the Fair Market Value of each item of Designated Non-Cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value) the greater of (1) $200,000,000 and (2) 1.5% of the total Consolidated assets of the Borrower as shown on the most recent balance sheet of the Borrower filed with the SEC; (3) securities, notes or similar obligations received by the Borrower or any Restricted Subsidiary from the transferee that are promptly converted by the Borrower or such Restricted Subsidiary into cash; and (34) an amount equal to 100% of the Temporary Cash Investments. (c) The Borrower may not use any Net Available Cash from such Asset Disposition is applied by the Company (or a Restricted Subsidiary, as the case may be) within 365 days to: (a) to prepay, repay, redeem or purchase any Indebtedness that is not Priority Secured Indebtedness unless (i) the Pro Forma Senior Debt; Secured Leverage Ratio for the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered under Section 5.01(a) or (b) acquire Additional Assets; (or (c, at any time prior to the first delivery of such financial statements, for the fiscal year ended December 31, 2011) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) of the preceding paragraph of this Section 3.5 shall be deemed would have been equal to be satisfied if a bona fide binding contract committing or less than 3.00 to make the investment1.00, acquisition or expenditure referred to therein is entered into by the Company (or any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within determined at the time period specified of such proposed use on a pro forma basis as described in the preceding paragraph and definition of Pro Forma Senior Secured Leverage Ratio, or (ii) the Borrower first offers to use such Net Available Cash is subsequently applied to prepay the Loans in accordance with such contract within six months following Section 2.07(b). (d) Upon receipt of written notice from the date such agreement is entered into. Pending application of Net Available Cash pursuant Borrower to this Section 3.5the Collateral Agent, the Company Collateral Agent is hereby authorized and directed to release any security interest under any Security Document in any Capital Stock of any Foreign Subsidiary transferred, for tax planning or other business purposes, consistent with the Borrower’s past practices, to any Restricted Foreign Subsidiary whose Capital Stock has been pledged under any of the Company may apply Security Documents if either (i) the Net Available Cash transferor of such Capital Stock is the Borrower or a Domestic Subsidiary and such release is required in order to temporarily reducing Indebtedness under any Credit Facility or otherwise invest obtain the Net Available Cash in any manner that is not prohibited by this Indenture. The desired amount of Net Available Cash not applied consideration from such transfer, or invested as provided above will constitute “Excess Proceeds.” When (ii) after giving effect to such transfer, the aggregate amount fair value of Excess Proceeds equals or exceeds $50.0 millionall such Capital Stock (other than Capital Stock transferred in a transaction described in the immediately preceding clause (i)), the Company shall make an offer to purchase Securities and other Pari Passu Indebtedness determined as of the Company (an “Asset Disposition Offer”) within 30 days, and shall purchase Securities tendered pursuant to an Offer by the Company for the Securities (and such other Pari Passu Indebtedness of the Company) at a purchase price of 100% of their principal amount without premium, plus accrued but unpaid interest to, but not including, the date of purchaseeach respective transfer, subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date (ordoes not exceed, in respect of for all such other Pari Passu Indebtedness of the Companytransfers, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5. Upon completion of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to 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 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 tendered and not properly withdrawn, all Securities and Pari Passu 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no 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 will, to the extent lawful, accept for payment, to the extent necessary on a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu 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 Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. 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 Securities. The Company or the paying 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 otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. 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. 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 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 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 regulations250,000,000.

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, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) the Company or a such Restricted 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 (measured as of the date of the definitive agreement with respect shares and assets subject to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition; (2ii) at least 75% of the consideration thereof received by the Company or its such Restricted Subsidiaries Subsidiary is in the form of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); provided that each the amount of the following will be deemed to be cash: (a1) any liabilities, liabilities (as shown on the Company’s 's or such Restricted Subsidiary's most recent consolidated balance sheet, sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee) Notes), that are assumed by the transferee of any such assets (provided that the Company or such Restricted Subsidiary is released from all liability with respect thereto), (2) any securities received by written agreement that releases the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, are converted by the Company or such Restricted Subsidiary into cash, cash (to the extent of the cash received in that conversion; and received) within 90 days following the closing of such Asset Disposition and (d3) any Designated Non-Cash Noncash Consideration received by the Company or such any of its Restricted Subsidiary Subsidiaries in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Noncash Consideration received pursuant to this clause (d)3) that is at that time outstanding, not to exceed an amount equal to 7.5the greater of (A) $25.0 million or (B) 3% of the Company’s ACNTA (determined Total Assets at the time of receipt of such Designated Non-Cash Consideration), Noncash Consideration (with the Fair Market Value of each item of Designated Non-Cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this provision and for no other purpose; and and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or a such Restricted Subsidiary, as the case may be) within 365 days to: (a1) first, (A) to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company and other than Preferred Stock) or (B) to the extent the Company or such Restricted Subsidiary elects, to acquire 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), in the case of each of clauses (A) and (B), within one year after the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (2) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (1), to make an Offer to purchase the Notes pursuant to and subject to the conditions of Section 4.06(b); provided, however, that if the Company elects (or is required by the terms of any Senior Debt;Subordinated Indebtedness), such Offer may be made ratably to purchase the Notes and other Senior Subordinated Indebtedness of the Company; and (3) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (1) and (2), for any general corporate purpose permitted pursuant to the terms of this Indenture; provided, however that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (1) (A) or (2) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and 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. 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 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is not applied in accordance with this Section 4.06 (a) exceeds $5.0 million. (b) acquire Additional Assets; or In the event of an Asset Disposition that requires the purchase of Notes (cand other Senior Subordinated Indebtedness) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) of the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company (or any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash pursuant to this Section 3.5, the Company or any Restricted Subsidiary of the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million4.06(a)(iii)(2), the Company shall make an offer be required to purchase Securities Notes (and other Pari Passu Indebtedness of the Company (an “Asset Disposition Offer”Senior Subordinated Indebtedness) within 30 days, and shall purchase Securities tendered pursuant to an Offer offer by the Company for the Securities Notes (and such other Pari Passu Indebtedness of Senior Subordinated Indebtedness) (the Company"Offer") at a purchase price of 100% of their principal amount without premium, plus accrued but and unpaid interest toand liquidated damages, but not includingif any, to the date of purchase, 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, 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 Pari Passu Indebtedness of the Companydate) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.54.06(c). Upon completion If the aggregate purchase price of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except Notes (and other Senior Subordinated Indebtedness) tendered pursuant to the extent that a longer period Offer is required by applicable law (less than the “Asset Disposition Offer Period”). No later than five Business Days after Net Available Cash allotted to the termination purchase of the Asset Disposition Offer Period Notes (the “Asset Disposition Purchase Date”and other Senior Subordinated Indebtedness), the Company will purchase may apply the principal amount remaining Net Available Cash for any general corporate purpose permitted pursuant to the terms of Securities and Pari Passu Securities this Indenture. The Company shall not be required to be purchased make an Offer for Notes (and other Senior Subordinated Indebtedness) pursuant to this Section 3.5 4.06 if the Net Available Cash available therefor (after application of the “proceeds as provided in Section 4.06(a)(iii)(1)) 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 Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Securities and Pari Passu Securities validly tendered and not properly withdrawn 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record dateDisposition). (c) (i) Promptly, and no further 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 be obligated to deliver to the extent lawfulTrustee and send, accept for payment, by first-class mail to the extent necessary on a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trusteeeach Holder, a method written notice stating that most nearly approximates pro rata selection 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 Trustee deems fair and appropriate unless otherwise required by law), event the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu 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 Securities so validly tendered and not properly withdrawn, is oversubscribed) in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that ifprincipal amount, following at the repurchase of applicable purchase price. The notice shall specify a portion of a Security, purchase date not less than 30 days nor more than 60 days after the remaining principal amount date of such Security outstanding immediately after notice (the "Purchase Date") and shall contain such repurchase would be less than $2,000, then information concerning the portion business of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by which the Company in accordance with good faith believes will enable such Holders to make an informed decision (which at a minimum shall include (1) the terms most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) 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 Securities. The Company or the paying 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 otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order from the Company, will authenticate the most recent subsequently filed Quarterly Report on Form 10-Q and mail or deliver such new Security any Current Report on Form 8-K of the Company filed subsequent to such HolderQuarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (2) a principal amount equal description of material developments in the Company's business subsequent to any unpurchased portion the date of the Security surrendered; provided that each latest of such new Security will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In additionreports, the Company will take any and (3) if material, appropriate pro forma financial information) and all other actions required by the agreements governing the Pari Passu Securities. Any Security not so accepted will be promptly mailed or delivered by the Company instructions and materials necessary to tender Notes pursuant to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. The Company will complyOffer, to the extent applicable, together with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations address referred to 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 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 regulationsclause (iii).

Limitation on Sales of Assets and Subsidiary Stock. (1) The Company Issuer shall not, and shall not permit any of its Subsidiary Guarantors to make any Asset Sale of Collateral unless: (a) the Issuer or such Subsidiary Guarantor, 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 Sale) of the shares and assets subject to such Asset Sale; (b) in the case of Asset Sales involving consideration in excess of $5.0 million, the fair market value is determined in good faith by the Board of Directors (including as to the value of all non-cash consideration); (c) at least 75% of the consideration from such Asset Sale received by the Issuer or such Subsidiary Guarantor, as the case may be, is in the form of cash or Cash Equivalents; and (d) the remaining consideration (other than Excluded Assets) from such Asset Sale that is not in the form of cash or Cash Equivalents is substantially simultaneously with its acquisition pledged under the Collateral Documents, with the Lien on such Collateral securing the Notes being of the same priority with respect to the Notes as the Lien on the assets disposed of. Subject to the terms of the Intercreditor Agreement and any Credit Agreement Obligation, an amount equal to 100% of the Net Available Cash from any Asset Sales of Collateral or Recovery Event shall, within 365 days from the later of (i) the date of such Asset Sale or Recovery Event and (ii) the date of receipt of such Net Available Cash, at the Issuer’s election, (a) be used by the Issuer or a Subsidiary Guarantor to invest in Additional Assets (which may include performance of a restoration of the affected Collateral in the event of a Recovery Event), which Additional Assets are substantially simultaneously with their acquisition pledged under the Collateral Documents (or, in the case of real property, mortgaged as and when required by Section 10.05), with the Lien on such Collateral securing the Notes being of the same priority with respect to the Notes as the Lien on the assets disposed of, (b) be used to permanently prepay or permanently repay any Indebtedness constituting Credit Agreement Obligations or other First Priority Lien Obligations or (c) be applied toward an Asset Sale Offer as Excess Proceeds (as defined and as provided below); provided, however, that if the Issuer or any Subsidiary Guarantor completes an Asset Sale of Collateral (other than any Current Premises) constituting a Sale/Leaseback Transaction within 270 days from initiating the investment in the property subject to such Sale/Leaseback Transaction (the total amount of such investment in such property during such 270 day period shall be referred to as the “Initial Investment”), the Issuer shall only be required to, within 365 days of such Sale/Leaseback Transaction, apply an amount of Designated Sale/Leaseback Consideration received from such Sale/Leaseback Transaction equal to (A) the Net Available Cash from such Sale/Leaseback Transaction minus (B) an amount equal to the Initial Investment in accordance with clauses (a), (b) or (c) above. In the case of any application of Net Available Cash or Designated Sale/Leaseback Consideration pursuant to clause (a) of the preceding paragraph, a binding commitment shall be treated as a permitted application of the Net Available Cash or Designated Sale/Leaseback Consideration, as the case may be, from the date of such commitment so long as the Issuer or the applicable Subsidiary Guarantor enters into such commitment (a “Collateral Acceptable Commitment”) with the good faith expectation that such Net Available Cash or Designated Sale/Leaseback Consideration, as the case may be, will be applied to satisfy such commitment within 180 days of such commitment and, in the event any Collateral Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash or Designated Sale/Leaseback Consideration, as the case may be, is applied in connection therewith, the Issuer or such Subsidiary Guarantor enters into another Collateral Acceptable Commitment (a “Collateral Second Commitment”) within 90 days of such cancellation or termination and with the good faith expectation that such Net Available Cash or Designated Sale/Leaseback Consideration, as the case may be, will be applied within 180 days of such Collateral Second Commitment, it being understood that if a Collateral Second Commitment is later cancelled or terminated for any reason before such Net Available Cash or Designated Sale/Leaseback Consideration, as the case may be, is applied, then such Net Available Cash or Designated Sale/Leaseback Consideration, as the case may be, shall constitute (and be applied as) Excess Proceeds. Pending the final application of any such Net Available Cash in accordance with this Section 4.10(1), the Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture, the Collateral Documents or any Credit Agreement Obligation. (2) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition Sale of assets or property not constituting Collateral unless: (1a) the Company Issuer or a such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value fair market value (measured as of such fair market value to be determined on the date of the definitive agreement with respect contractually agreeing to such Asset DispositionSale), of the shares and assets and Equity Interests issued or sold pursuant subject to such Asset DispositionSale; (2b) in the case of Asset Sales involving consideration in excess of $5.0 million, the fair market value is determined in good faith by the Board of Directors (including as to the value of all non-cash consideration); (c) at least 75% of the consideration from such Asset Sale received by the Company Issuer or its such Restricted Subsidiaries Subsidiary, as the case may be, is in the form of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); provided that each of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee) that are assumed by the transferee by written agreement that releases the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversionEquivalents; and (d) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (d), not to exceed an amount equal to 7.5% of the Company’s ACNTA (determined at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition Sale is applied by the Company (Issuer or a such Restricted Subsidiary, as the case may be) , within 365 days tofrom the later of the date of such Asset Sale and the receipt of such Net Available Cash, as follows: (aA) prepay, repay, redeem to permanently reduce (and permanently reduce commitments with respect thereto) Credit Agreement Obligations or purchase any Senior Debtother First Priority Lien Obligations; (bB) acquire to permanently reduce obligations under other Indebtedness of the Issuer (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations) (in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer); provided that the Issuer shall equally and ratably reduce obligations under the Notes as provided under Section 3.07 through open market purchases or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% 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; (C) to invest in Additional Assets; provided that, to the extent such Additional Assets are of the type that would constitute Collateral under the Collateral Documents, such Additional Assets are concurrently added to the Collateral securing the Notes and the Note Guarantees in the manner and to the extent required in this Indenture or any of the Collateral Documents; (D) applied as Excess Proceeds to make an Asset Sale Offer (as defined and as provided below); or (cE) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) any combination of the preceding paragraph foregoing. In the case of this Section 3.5 clause (C), a binding commitment shall be deemed treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Issuer or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 90 days of such cancellation or termination and with the good faith expectation that such Net Available Cash will be satisfied applied within 180 days of such Second Commitment, it being understood that if a bona fide binding contract committing to make the investment, acquisition Second Commitment is later cancelled or expenditure referred to therein is entered into by the Company (or terminated for any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and reason before such Net Available Cash is subsequently applied applied, then such Net Available Cash shall constitute Excess Proceeds. Pending the final application of any such Net Available Cash in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash pursuant to this Section 3.5clause (A), (B), (C), (D) or (E) above, the Company or any Issuer and its Restricted Subsidiary of the Company Subsidiaries may apply the Net Available Cash to temporarily reducing reduce Indebtedness under any Credit Facility or otherwise invest the such Net Available Cash in any manner that is not prohibited by this Indenture. The , the Collateral Documents or any Credit Agreement Obligation. (3) For the purposes of clauses (1)(c) and (2)(c) above and for no other purpose, the following will be deemed to be cash: (a) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet) of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and from which the Issuer and all Restricted Subsidiaries have been validly released; (b) any securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale; and (c) Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) that is at that time outstanding not to exceed an amount equal to the greater of (x) $5.0 million and (y) 3.0% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received without giving effect to subsequent change in value). (4) Any Net Available Cash from Asset Sales (including Asset Sales of Collateral) or Recovery Events that is not applied or invested as provided above in the preceding subsections (1) and (2) of this Section 4.10 or in accordance with the Collateral Documents will be deemed to constitute “Excess Proceeds.” When On or before the 366th day after an Asset Sale or Recovery Event, as may be extended as described above, if the aggregate amount of Excess Proceeds equals or exceeds $50.0 20.0 million, the Company Issuer shall make an offer to purchase Securities and other Pari Passu Indebtedness of the Company (an “Asset Disposition Sale Offer”) within 30 days, and shall purchase Securities tendered pursuant to an Offer by the Company for the Securities (and such other Pari Passu Indebtedness of the Company) at a purchase price of 100% of their principal amount without premium, plus accrued but 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 on the relevant interest payment date (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 Pari Passu Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5. Upon completion 3.09 to all Holders of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except Notes and to the extent that a longer period is required by applicable law the terms of other Pari Passu Lien Obligations, to all holders of other Pari Passu Lien Obligations outstanding with similar provisions requiring the Issuer to make an offer to purchase such Pari Passu Lien Obligations with the proceeds from any Asset Sale or Recovery Event (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase DatePari Passu Notes”), to purchase the Company will purchase maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Sale 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 Securities the Notes and Pari Passu Securities required Notes plus accrued and unpaid interest to be purchased pursuant to the date of purchase, in accordance with the procedures set forth in this Section 3.5 (Indenture or the “Asset Disposition Offer Amount”) oragreements governing the Pari Passu Notes, if less than as applicable, in each case in denominations of $2,000 and integral multiples of $1.00 in excess thereof. To the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Securities extent that the aggregate amount of Notes and Pari Passu 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no 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 will, to the extent lawful, accept for payment, to the extent necessary on a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu Securities Notes so validly tendered and not properly withdrawn pursuant to the an Asset Disposition Offer, or if Sale Offer is less than the Asset Disposition Offer Amount has been validly tendered Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and not properly withdrawnother Pari Passu Notes surrendered by Holders or lenders, all Securities collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Securities so validly tendered and not properly withdrawn, in each case in minimum Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of $2,000 tendered Notes and integral multiples Pari Passu Notes. Upon completion of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Securitysuch Asset Sale Offer, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased Excess Proceeds shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. 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 Securities. The Company or the paying 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 otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. 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. 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 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 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 regulationsreset at zero.

Limitation on Sales of Assets and Subsidiary Stock. The Company will (a) Bucyrus shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: unless (1i) Bucyrus or such Restricted Subsidiary, as the Company or a Restricted Subsidiary case may be, receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (measured including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the date of the definitive agreement with respect assets or other property subject to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition; (2ii) at least 75% of the consideration therefor received by the Company Bucyrus or its such Restricted Subsidiaries Subsidiary is in the form of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectively. For the purposes of this Section 4.13, the “Cash Consideration”); provided that each of the following will be are deemed to be cash: : (ax) amount of any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary liabilities (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee) that are assumed by the transferee by written agreement that releases the Company other Indebtedness of Bucyrus or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (d) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (d), not to exceed an amount equal to 7.5% of the Company’s ACNTA (determined at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or a Restricted Subsidiary, as the case may be) within 365 days to: of Bucyrus or such Restricted Subsidiary (aas shown on Bucyrus' or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) prepay, repay, redeem or purchase any Senior Debt; (b) acquire Additional Assets; or (c) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) of the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into that are assumed by the Company (transferee of any such assets or other property in such Asset Disposition, but only to the extent that such assumption is effected on a basis under which there is no further recourse to Bucyrus or any Restricted Subsidiary of the Companywith respect to such liabilities and (y) with a Person other than a securities received by Bucyrus or any Restricted Subsidiary of from the Company transferee that are immediately converted by Bucyrus or such Restricted Subsidiary into cash. With respect to any Asset Disposition occurring on or after the Issue Date from which Bucyrus or any Restricted Subsidiary receives Net Available Cash, Bucyrus or such Restricted Subsidiary may within 270 days after the time period specified in the preceding paragraph and date such Net Available Cash is subsequently received: (i) apply an amount equal to such Net Available Cash to permanently prepay, repay or purchase Indebtedness under the Bank Credit Facility; or (ii) invest an equal amount, or the amount not so applied pursuant to clause (i), in accordance Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with such contract within six months following the date such agreement is entered intoNet Available Cash received by Bucyrus or another Restricted Subsidiary). The amount of Net Available Cash not applied pursuant to clause (ii) above shall constitute "Excess Proceeds." Pending application of Net Available Cash pursuant to this Section 3.5provision, the Company or any Restricted Subsidiary of the Company may apply the such Net Available Cash to temporarily reducing Indebtedness under shall be invested in Temporary Cash Investments. If at any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When time the aggregate amount of Excess Proceeds equals or exceeds not theretofore subject to an Excess Proceeds Offer (as defined below) totals at least $50.0 5.0 million, Bucyrus shall, not later than 10 business days after the Company shall end of the period during which Bucyrus is required to apply such Excess Proceeds pursuant to clause (i) of the immediately preceding paragraph (or, if Bucyrus so elects, at any time within such period), make an offer (an "Excess Proceeds Offer") to purchase from the holders of Securities and other Pari Passu Indebtedness Other Qualified Securities (determined on a pro rata basis according to the accreted value or principal amount, as the case may be, of the Company (an “Asset Disposition Offer”Securities and the Other Qualified Securities) within 30 days, and shall purchase Securities tendered pursuant to an Offer by the Company for the Securities (and such other Pari Passu Indebtedness that may be purchased out of the CompanyExcess Proceeds (rounded down to the nearest multiple of $1,000) on such date, at a purchase price (x) in the case of the Securities, equal to 100% of their principal amount without premium, plus accrued but 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 on the relevant interest payment date (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 Pari Passu Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5. Upon completion of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to 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 Securities required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) orsuch Securities, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Securities and Pari Passu 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 plus accrued and unpaid interest, if any, will be paid to the Person date of purchase and (y) in whose name a Security is registered the case of each issue of Other Qualified Securities, based on the terms set forth in the indenture related to such issue. Upon completion of an Excess Proceeds Offer the amount of Excess Proceeds remaining after application pursuant to such Excess Proceeds Offer (including payment of the purchase price for Securities and Other Qualified Securities duly tendered) may be used by Bucyrus for any corporate purpose (to the extent not otherwise prohibited by this Indenture). (b) Promptly, and in any event within 30 days after Bucyrus becomes obligated to make an Excess Proceeds Offer, Bucyrus shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, at the close address appearing in the Securities Register, a written notice stating that the Holder may elect to have his Securities purchased by Bucyrus 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 business $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 4.13; (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 Bucyrus defaults on such record datemaking the payment, and no further interest will be payable to Holders who tender Securities any Security accepted for payment pursuant to the Asset Disposition Offer. On or before Excess Proceeds Offer shall cease to accrue interest on and after the Asset Disposition Purchase Date; (v) that Holders 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 Bucyrus and acceptable to the Trustee and the Paying Agent; (vi) that Holders 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 Company willname of the Holder, the principal amount of Securities the Holder delivered for purchase, the Security certificate number (if any) and a statement that such Holder 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 Bucyrus has offered to purchase are tendered pursuant to the Excess Proceeds Offer, Bucyrus shall purchase Securities on a pro rata basis among the Securities tendered (with such adjustments as may be deemed appropriate by Bucyrus so that only Securities in denominations of $1,000 or integral multiples of $1,000 shall be acquired); (viii) that 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; and (ix) the instructions that 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, Bucyrus 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 4.13(a). Upon the expiration of the period for which the Excess Proceeds Offer remains open (the "Excess Proceeds Offer Period"), Bucyrus shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by Bucyrus. Not later than 11:00 a.m. (New York City time) on the Purchase Date, Bucyrus shall irrevocably deposit with the Trustee or with a paying agent (or, if Bucyrus 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 Bucyrus. 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 Bucyrus at the extent lawful, accept for payment, address specified in the notice at least three Business Days prior to the extent necessary Purchase Date. Holders will be entitled to withdraw their election in whole or in part if the Trustee or Bucyrus 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 Bucyrus 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, Bucyrus shall select the Securities to be purchased on a pro rata basis (except with such adjustments as may be deemed appropriate by Bucyrus so that any only securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities represented by a Security are purchased only in global form part will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of issued new Securities and Pari Passu Securities or portions of Securities and Pari Passu Securities so validly tendered and not properly withdrawn pursuant equal in principal amount 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 Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. 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 Securities. The Company or the paying 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 otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 Securities surrendered. (e) A Security surrendered; provided that each such new Security will shall be in a minimum principal amount of $2,000 deemed to have been accepted for purchase at the time the Trustee, directly or through an integral multiple of $1,000 in excess of $2,000. In additionagent, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. Any Security not so accepted will be promptly mailed mails or delivered by the Company delivers payment therefor to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. The Company will surrendering Holder. (f) Bucyrus shall comply, to the extent applicable, with the requirements of Rule 14e-1 Section 14(e) of the Exchange Act and any other securities laws or regulations thereunder in connection with the event that such Excess Proceeds are received by Bucyrus under the covenant described hereunder and Bucyrus is required to repurchase of Securities pursuant to an Asset Disposition Offerdescribed above. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.5the covenants described hereunder, the Company will Bucyrus shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture the covenant described hereunder by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. The Company will not, and the Subsidiary Guarantors will not permit sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of its Restricted Subsidiaries to, directly Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or indirectly, consummate any Asset Disposition unless: (1) transfer of equipment that is no longer necessary for the business of the Company or the Subsidiary Guarantors or is replaced by equipment of at least comparable value and use; (d) a disposition by a Subsidiary Guarantor to the Borrower or by the Borrower or a Subsidiary Guarantor to a Subsidiary Guarantor; (e) a disposition of cash, cash equivalents or other financial assets; (f) an issuance of Equity Interests by a Subsidiary Guarantor to the Borrower or to a Subsidiary Guarantor; (g) any casualty or condemnation event (other than a Casualty Event described in clause (i) of this Section 7.03); (h) the making of a Restricted Payment permitted by Section 7.23 or a Permitted Investment; (i) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Subsidiary receives consideration at least equal to the Fair Market Value owning Oil and Gas Properties; provided, however that (measured as of the date of the definitive agreement with respect to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition; (2i) at least 75100% of the consideration received by the Company or its Restricted Subsidiaries is in the form of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); provided that each of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee) that are assumed by the transferee by written agreement that releases the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (d) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (d), not to exceed an amount equal to 7.5% of the Company’s ACNTA (determined at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or a Restricted Subsidiary, as the case may be) within 365 days to: (a) prepay, repay, redeem or purchase any Senior Debt; (b) acquire Additional Assets; or (c) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) of the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company (or any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash pursuant to this Section 3.5, the Company or any Restricted Subsidiary of the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Company shall make an offer to purchase Securities and other Pari Passu Indebtedness of the Company (an “Asset Disposition Offer”) within 30 days, and shall purchase Securities tendered pursuant to an Offer by the Company for the Securities (and such other Pari Passu Indebtedness of the Company) at a purchase price of 100% of their principal amount without premium, plus accrued but 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 on the relevant interest payment date (or, in respect of such sale or other Pari Passu Indebtedness disposition shall be cash; (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the CompanyOil and Gas Property, interest therein or Subsidiary subject of such lesser price, if any, sale or other disposition (as may be provided for reasonably determined by the terms board of such Pari Passu Indebtedness directors of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5. Upon completion of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to 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”), Company and the Company will purchase the principal amount of Securities and Pari Passu 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 tendered and not properly withdrawn, all Securities and Pari Passu 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no 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 will, to the extent lawful, accept for payment, to the extent necessary on a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu 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 Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. The Company will deliver to the Trustee an Officers’ Certificate stating certifying to that effect) and (iii) if any such Securities sale or portions thereof were accepted for payment other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (j) sales and other dispositions of Properties not regulated by the Company in accordance with the terms subsections (a) to (i) of this Section 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, 7.26 having a fair market value not to exceed $1,000,000 during any 12-month period provided that any net cash proceeds of such sale or disposition permitted by the agreements governing foregoing clause (i) or this clause (j) are used to make the Pari Passu Securities. The Company prepayments or the paying agent, reinvested 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 otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. 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. 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 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 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 regulations3.08(a).

Limitation on Sales of Assets and Subsidiary Stock. The Company will (a) On and after the Escrow Release Date, the Issuer shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1i) the Company Issuer or a such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (measured including as to the value of all non-cash consideration) of the date of the definitive agreement with respect to such Asset Disposition), of the shares and assets and Equity Interests issued or sold pursuant subject to such Asset Disposition; (2ii) at least 75% of the consideration thereof received by the Company Issuer or its such Restricted Subsidiaries Subsidiary is in the form of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); provided that each of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee) that are assumed by the transferee by written agreement that releases the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (diii) to the extent that any Designated Non-Cash Consideration consideration received by the Company Issuer (or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (d), not to exceed an amount equal to 7.5% of the Company’s ACNTA (determined at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or a Restricted Subsidiary, as the case may be) within in such Asset Disposition of Collateral constitutes property or other assets that are of a type or class that constitutes Collateral, such property or other assets are added to the Collateral securing the Notes in the manner and to the extent required by this Indenture or any of the Collateral Documents with the Lien on such Collateral, securing the Notes being of the same priority with respect to the Notes as the Lien on the property or assets disposed of in the Asset Disposition. Within 365 days toafter the receipt of any Net Available Cash from such Asset Disposition, the Issuer or the applicable Restricted Subsidiary, as the case may be, shall apply such Net Available Cash: (a1) prepayto reduce First Priority Obligations and, repayin the case of revolving loans, redeem to correspondingly reduce commitments with respect thereto; provided, however, that (x) to the extent the terms of such First Priority Obligations (other than Additional Notes) require Net Available Cash to repay obligations outstanding under such First Priority Obligations prior to the repayment of other First Priority Obligations, the Issuer or such Restricted Subsidiary shall be entitled to repay such obligations prior to repaying obligations under the Notes and (y) except as provided in the foregoing clause (x), to the extent the Issuer or such Guarantor so reduces any other First Priority Obligations, the Issuer shall equally and ratably reduce the principal amount of the Notes outstanding through open-market purchases or through redemption, or shall offer (in accordance with the procedures set forth in Section 4.06(b) and (c)) to all Holders to purchase any Senior Debttheir Notes at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, in an aggregate principal amount which, if the offer were accepted, would result in such reduction (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (b2) acquire Additional Assets; or (c) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) of solely to the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company (or any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and extent that such Net Available Cash is subsequently not derived from an Asset Disposition of Collateral, to reduce Obligations ranking pari passu with the Notes (other than First Priority Obligations); provided, that to the extent Issuer or the applicable Restricted Subsidiary so reduces any such pari passu Obligations, the Issuer shall equally and ratably reduce the principal amount of the Notes outstanding in any manner set forth in clause (1) above; (B) to reduce Obligations under any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (C) to acquire Additional Assets; provided that, to the extent that such Net Available Cash is derived from an Asset Disposition of Collateral, such Additional Assets shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; or (D) to make capital expenditures that are used or useful in a Related Business or that replace the businesses, properties and/or assets that are the subject of such Asset Disposition; in the case of clause (B), other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; provided that, a binding commitment to apply any Net Available Cash for purposes specified in clauses (C) or (D) above entered into in good faith by the Issuer or a Restricted Subsidiary prior to the expiration of the relevant 365-day period will extend such period by an additional 180 days to the extent of the Net Available Cash covered thereby. Notwithstanding the foregoing provisions of this Section 4.06(a), the Issuer and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with such contract within six months following the date such agreement is entered intothis Section 4.06 exceeds $50 million. Pending application of Net Available Cash pursuant to this Section 3.54.06, the Company or any Restricted Subsidiary of the Company may apply the such Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the may be utilized for general corporate purposes, including repayment of revolving credit borrowings. (b) Any Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will in Section 4.06(a) shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 50 million, the Company Issuer shall make an offer to purchase Securities and other Pari Passu Indebtedness of the Company (an “Asset Disposition Offer”) within 30 daysto all Holders (with a copy to the Trustee) and, and shall purchase Securities tendered pursuant to an Offer if required by the Company for terms of any other First Priority Obligations containing comparable repurchase rights, to purchase or redeem the Securities (maximum principal amount of Notes and such other Pari Passu Indebtedness First Priority Obligations that may be purchased out of the Company) at a purchase amount of such Excess Proceeds. The offer price of in any Asset Disposition Offer shall be equal to 100% of their the principal amount without premium, of the Notes and/or any such First Priority Obligations plus accrued but and unpaid interest to, but not including, to the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date (or, and shall be payable 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 Pari Passu Indebtedness of the Company) cash in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5Indenture or the agreements governing the other First Priority Obligations. If the aggregate purchase price of Indebtedness tendered exceeds the amount of Excess Proceeds, the Trustee shall select the Notes, and the trustee or agent for the other First Priority Obligations shall select such other First Priority Obligations to be purchased on a pro rata basis, but in round denominations, which, in the case of the Notes, shall be denominations of $2,000 principal amount or integral multiples of $1,000 in excess thereof. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero and, so long as all such Notes and such other First Priority Obligations validly tendered and not withdrawn pursuant to such offer are purchased by the Issuer in compliance with this Section 4.06, any excess of the offer amount over the amount applied to purchase Notes (and such other First Priority Obligations) pursuant to such offer may be applied by the Issuer for any purpose not prohibited by this Indenture. The Issuer may satisfy its obligations under this Section 4.06 with respect to any Net Available Cash by making an Asset Disposition Offer with respect to such Net Available Cash prior to the expiration of the relevant 365 days (or extended period provided above) or with respect to Excess Proceeds of $50 million or less, including by making an offer to purchase Notes pursuant to clause (A) of the second paragraph of Section 4.06(a). (i) Promptly after the Issuer becomes obligated to make an Asset Disposition Offer, Excess Proceeds will the Issuer shall be deemed obligated to be reset to zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except deliver to the extent Trustee and send, by first-class mail or electronically to each Holder, a written notice stating that a longer period is required the Holder may elect to have his Notes purchased by applicable law the Issuer either in whole or in part (subject to prorating as described in 4.06(b) in the “Asset Disposition Offer Period”). No later than five Business Days after the termination of event the Asset Disposition Offer Period is oversubscribed) in denominations of $2,000 of principal amount or any whole integral multiple of $1,000 in excess thereof, 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 “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities ) and Pari Passu Securities required shall contain all instructions and materials necessary 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 and not properly withdrawn, all Securities and Pari Passu 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no 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 will, to the extent lawful, accept for payment, to the extent necessary on a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu Securities so validly tendered and not properly withdrawn Notes pursuant to the Asset Disposition Offer, or if less together with the address referred to in clause (iii) below. (ii) Not later than the date upon which written notice of an Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; is delivered to the Trustee as provided that if, following the repurchase of a portion of a Securityabove, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased Issuer shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by as to (A) 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 Securities. The Company or the paying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination amount of the Asset Disposition Offer (the “Offer Amount”), including information as to any other First Priority Obligations included in the Asset Disposition Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Asset Disposition Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a). Upon the expiration of the period for which the Asset Disposition Offer remains open (the “Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuer. (iii) mail Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer 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 Issuer receives not later than one Business Day prior to the Purchase Date, a telex, facsimile or electronic 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 included in the Asset Disposition Offer surrendered by holders thereof exceeds the Offer Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, or otherwise deliver integral multiples of $1,000 in excess thereof, shall be purchased), or in the case of Global Notes, in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an Depositary. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 Notes surrendered; provided that each such new Security will Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securitiesthereof. Any Security Note not so accepted will shall be promptly mailed or delivered by the Company Issuer to the Holder thereof. The Company will publicly announce . (iv) On the results purchase date, all Notes purchased by the Issuer under this Section 4.06 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto (subject to the right of Holders of record of the Asset Disposition Offer Notes on the Asset Disposition Purchase Date. relevant record date to receive interest due on the relevant interest payment date). (d) The Company will Issuer shall comply, to the extent applicable, with the requirements of Rule 14e-1 Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to an Asset Disposition Offerthis Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.54.06, the Company will Issuer 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 its compliance with such securities laws or regulations. (e) For the purposes of this Section 4.06, the following are deemed to be cash or Temporary Cash Investments: (i) the assumption or discharge of Indebtedness of the Issuer or any Restricted Subsidiary (other than Subordinated Obligations or Obligations in respect of Disqualified Stock of the Issuer or Preferred Stock of a Guarantor) and the release of the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (ii) any liabilities, as shown on the Issuer’s most recent consolidated balance sheet, of the Issuer or any Restricted Subsidiary (other than contingent liabilities and Subordinated Obligations) that are assumed by the transferee of shares of Capital Stock, property or other assets in the Asset Disposition or that are otherwise cancelled or terminated in connection with the transaction with such transferee, in each case pursuant to a customary agreement that releases the Issuer or such Restricted Subsidiary from any and all liability therefor; (iii) any securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Temporary Cash Investments (to the extent of the Temporary Cash Investments received) within 180 days after the date of the applicable Asset Disposition, to the extent of the cash received in that conversion; and (iv) any Designated Noncash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value that, when taken together with all other Designated Noncash Consideration received pursuant to this clause (iv) that is at that time outstanding, does not exceed the greater of (x) $90 million and (y) 0.30% of Total Assets (determined as of the end of the most recent fiscal quarter for which internal financial statements are available) at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value).

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, directly or indirectly, consummate any Asset Disposition unless: (1i) the Company consideration the Parent Guarantor or a such Restricted Subsidiary receives consideration at least equal to (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) for such Asset Disposition is not less than the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition;(as determined by the Board of Directors); and (2ii) at least 7580% of the consideration received by the Company Parent Guarantor or its the relevant Restricted Subsidiaries is Subsidiary receives in respect of such Asset Disposition consists of cash. For the form purpose of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectivelythis covenant, the “Cash Consideration”); provided that each of the following will be are deemed to be cash: (ai) any liabilities, as shown on cash or Temporary Cash Investments; (ii) the Company’s most recent consolidated balance sheet, assumption or discharge of Indebtedness of the Company Parent Guarantor or any of its Restricted Subsidiaries (other than Indebtedness (A) between and among the Parent Guarantor and its Restricted Subsidiaries, (B) owed to an Affiliate of the Parent Guarantor or (C) that is subordinated to the Notes or any Guarantee) and the release of the Parent Guarantor or any of its Restricted Subsidiaries from all liability on such Indebtedness in connection with such Asset Disposition; (iii) Indebtedness (other than Indebtedness (A) between and among the Parent Guarantor and its Restricted Subsidiaries, (B) owed to an Affiliate of the Parent Guarantor or (C) that is subordinated to the Notes or any Guarantee) of any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated is no longer a Restricted Subsidiary as a result of such Asset Disposition to the Securities or extent that the Parent Guarantor and its Restricted Subsidiaries, following such Asset Disposition, are released from any Subsidiary Guarantee) that are assumed by the transferee by written agreement that releases the Company or Guarantee of such Restricted Subsidiary from or indemnifies the Company or Indebtedness in connection with such Restricted Subsidiary against further liabilityAsset Disposition; (biv) with respect to any Asset Disposition consideration consisting of Oil and Gas Properties by Indebtedness of the Company Parent Guarantor or any of its Restricted Subsidiaries or Preferred Stock of a Restricted Subsidiary where the Company that is either repaid in full or cancelled in connection with such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to payAsset Disposition; (cv) any securities, notes securities or other obligations received by the Company Parent Guarantor or any of its Restricted Subsidiary Subsidiaries from the transferee that are, within 180 days of the Asset Disposition, can be converted by the Company Parent Guarantor or such Restricted Subsidiary into cashcash or Temporary Cash Investments within 90 days of receipt thereof, to the extent of the cash or Temporary Cash Investments actually received in that conversion; and (dvi) all or substantially all of the assets of, or Capital Stock of, a Person received as consideration in an Asset Disposition if, after giving effect to any Designated Non-such receipt of Capital Stock, the Person is or becomes a Restricted Subsidiary. (b) Within 90 days after the receipt of any Net Cash Consideration received by Proceeds from an Asset Disposition, the Company Parent Guarantor or such Restricted Subsidiary may use such Net Cash Proceeds to make an investment in such or expenditure for Additional Assets or to repay Indebtedness of any Restricted Subsidiary. Any Net Cash Proceeds from Asset Disposition having Dispositions that are not applied or invested as provided in the preceding paragraph shall be deemed to constitute "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds exceeds €5 million, the Parent Guarantor or the Company shall, within 15 Business Days, prepay on a pro rata basis to each Holder's holdings thereof an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause principal amount of Notes (d), not to exceed an in a principal amount equal to 7.5100% of the Company’s ACNTA (determined such Excess Proceeds) at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes a purchase price in value; and (3) cash in an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by principal amount thereof. (d) The Parent Guarantor or the Company (shall purchase the Notes in whole or a Restricted Subsidiary, as the case may be) within 365 days to:in part in integral multiples of €1,000. (ae) prepay, repay, redeem or purchase any Senior Debt;All prepayments under this Section 4.09 shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid. (bf) acquire Additional Assets; or (c) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) of Pending the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company (or any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending final application of any Net Available Cash Proceeds pursuant to this Section 3.54.09, the Company Parent Guarantor or any applicable Restricted Subsidiary of the Company may apply the such Net Available Cash Proceeds temporarily to temporarily reducing Indebtedness reduce Debt Outstanding under any Credit Facility a revolving credit facility or otherwise invest the such Net Available Proceeds in Temporary Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess ProceedsInvestments.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Company shall make an offer to purchase Securities and other Pari Passu Indebtedness of the Company (an “Asset Disposition Offer”) within 30 days, and shall purchase Securities tendered pursuant to an Offer by the Company for the Securities (and such other Pari Passu Indebtedness of the Company) at a purchase price of 100% of their principal amount without premium, plus accrued but 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 on the relevant interest payment date (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 Pari Passu Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below in this Section 3.5. Upon completion of an Asset Disposition Offer, Excess Proceeds will be deemed to be reset to 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 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 tendered and not properly withdrawn, all Securities and Pari Passu 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, if any, will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no 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 will, to the extent lawful, accept for payment, to the extent necessary on a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu 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 Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. 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 Securities. The Company or the paying 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 otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. 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. 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 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 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.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: (1) the Company or a such Restricted 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 (measured as of the date of the definitive agreement with respect shares and assets subject to such Asset Disposition), of the assets and Equity Interests issued or sold pursuant to such Asset Disposition;, (2) at least 75% of the consideration thereof received by the Company or its such Restricted Subsidiaries Subsidiary is in the form of cash cash, assets useful in a Permitted Business or Temporary Cash InvestmentsPermitted Securities, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); provided that each assumption by the purchaser of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, liabilities of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary GuaranteeNotes) that are assumed by the transferee by written agreement that releases as a result of which the Company or such and the Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) Subsidiaries are no longer obligated with respect to those liabilities; provided that the amount of any Asset Disposition of Oil and Gas Properties Designated Noncash Consideration received by the Company or any of its Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest Subsidiaries in such propertyAsset Disposition shall be deemed to be cash for the purposes of this provision (but for no other purpose) so long as such amount, taken together with the costs Fair Market Value when received of all other Designated Noncash Consideration that is at that time outstanding (i.e., that has not been sold for or otherwise converted into cash or Permitted Securities), does not exceed the greater of (i) $150,000,000 and expenses (ii) 6% of Consolidated Tangible Assets as of the Company or such Restricted Subsidiary related to last day of the explorationmost recent fiscal quarter; provided, developmentfurther, completion or production of such properties and activities related thereto which the transferee that (or an Affiliate thereofA) agrees to pay; (c) any securities, notes securities or other obligations assets received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, are converted by the Company or such Restricted Subsidiary into cash, cash within 180 days after the closing of such Asset Disposition shall be considered to be cash to the extent of the cash received in that conversion; and and (dB) any Designated Non-Cash Consideration received by cash consideration paid to the Company or such the Restricted Subsidiary in connection with the Asset Disposition that is held in escrow or on deposit to support indemnification, adjustment of purchase price or similar obligations in respect of such Asset Disposition having an aggregate Fair Market Valueshall be considered to be cash, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (d), not to exceed an amount equal to 7.5% of the Company’s ACNTA (determined at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or a such Restricted Subsidiary, as the case may be) within 365 days toafter the later of the date of such Asset Disposition and the receipt of such Net Available Cash: (aA) to prepay, repay, redeem purchase, repurchase, redeem, retire, defease or purchase otherwise acquire for value Secured Indebtedness of the Company or a Subsidiary Guarantor (other than any Senior DebtDisqualified Stock or Subordinated Obligations) or Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, in each case other than Indebtedness owed to the Company or an Affiliate of the Company; (bB) acquire to reinvest in Additional AssetsAssets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided, that a binding commitment to apply Net Available Cash in accordance with this clause (B) shall be treated as an application of such Net Available Cash from the date of such commitment if (i) such reinvestment is consummated within 180 days at the end of such 365 day period referred to in this clause (3) and (ii) if such reinvestment is not consummated within the period set forth in subclause (i) or such binding commitment is terminated, the Net Available Cash shall constitute available Net Available Cash; or (cC) (i) to redeem the Notes or make capital expenditures in open market purchases thereof at a Permitted Business. The requirement of clauses (3)(b) and (3)(c) price not less than 100% of the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing principal amount thereof or (ii) to make an Asset Disposition Offer to purchase Notes pursuant to and subject to the investmentconditions set forth in Section 4.10(b); provided, acquisition however, that if the Company elects (or expenditure referred to therein is entered into required by the Company terms of any Pari Passu Indebtedness), such Asset Disposition Offer may be made ratably (or any Restricted Subsidiary determined based upon the respective principal amounts of the CompanyNotes and such Pari Passu Indebtedness being purchased or repaid) with a Person other than a Restricted Subsidiary to purchase the Notes and to purchase or otherwise repay such Pari Passu Indebtedness; provided that pending final application of the Company within the time period specified in the preceding paragraph and any such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash pursuant to this Section 3.5clause (3)(A), (B) or (C) above, the Company or any and the Restricted Subsidiary of Subsidiaries may temporarily reduce revolving Indebtedness outstanding under the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Existing Credit Facility Agreement or otherwise invest the such Net Available Cash in any manner that is not prohibited by this Indenture. The amount To the extent of the balance of such Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 millionafter application in accordance with clauses (A), (B) and (C) above, the Company shall make or such Restricted Subsidiary, as the case may be, may use such balance for any general corporate purpose not prohibited by the terms of this Indenture. In connection with any prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary, as the case may be, 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, purchased, repurchased, redeemed, retired, defeased or otherwise acquired for value. Notwithstanding the foregoing provisions of this Section 4.10, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this covenant except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is not applied in accordance with this covenant exceeds $100,000,000. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.10(a)(3)(C), the Company will be required (i) to purchase Notes tendered pursuant to an offer to purchase Securities and other Pari Passu Indebtedness of by the Company for the Notes (an the “Asset Disposition Offer”) within 30 days, and shall purchase Securities tendered pursuant to an Offer by the Company for the Securities (and such other Pari Passu Indebtedness of the Company) at a purchase price of 100% of their principal amount without premium, plus accrued but and unpaid interest to, but not including, thereon to the date of purchase, 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, 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 Pari Passu Indebtedness of the CompanyInterest Payment Date) in accordance with the procedures (procedures, including prorating in the event of oversubscription) , set forth below in this Indenture, and (ii) to purchase or otherwise repay Pari Passu Indebtedness of the Company on the terms and to the extent contemplated thereby at the purchase price set forth in the relevant documentation (including accrued and unpaid interest to the date of acquisition, the “purchase price”), provided that to the extent the purchase price of any such Pari Passu Indebtedness exceeds 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of acquisition, the Company shall not use any Net Available Cash to pay such purchase price, except as permitted by the next sentence. If the aggregate purchase price of Notes and Pari Passu Indebtedness tendered pursuant to the Asset Disposition Offer is less than the Net Available Cash allotted to the purchase of the Notes and Pari Passu Indebtedness, the Company will apply the remaining Net Available Cash for any general corporate purpose not prohibited by the terms of this Indenture. The Company will not be required to make an Asset Disposition Offer for Notes and Pari Passu Indebtedness pursuant to this Section 3.54.10 if the Net Available Cash available therefor (after application of the proceeds as provided in Section 4.10(a)(3)(A) and (B)) is less than $100,000,000 for any particular Asset Disposition (which lesser amount will be carried forward for purposes of determining whether an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion consummation of any Asset Disposition Offer, the Net Available Cash in respect of any Asset Disposition(s) shall be reduced to zero. (c) (i) Promptly, and in any event within 20 days after the Company becomes obligated to make an Asset Disposition Offer, Excess Proceeds will the Company shall be deemed obligated to deliver to the Trustee and send or, at the request of the Company have the Trustee send (such notice to be reset to zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except provided to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than Trustee at least five Business Days after before the termination Trustee is requested to send such notice unless a shorter period shall be satisfactory to the Trustee), in the name and on behalf of the Company, by first-class mail to each Holder, or in the case of Global Notes, send in accordance with the Applicable Procedures of the Depositary, a written notice stating that the Holder may elect to have its Notes purchased by the Company either in whole or in part (subject to prorating as hereinafter described in the event the Asset Disposition Offer Period is oversubscribed) in minimum denominations of $2,000 of principal amount or any greater integral multiple of $1,000 thereof, 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 “Asset Disposition 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); provided that in lieu of providing the reports specified in this subclause (1), the Company will purchase may, at its option, notify the principal amount holders that such reports are available to them in electronic format through the SEC’s XXXXX system, (2) a description of Securities and Pari Passu Securities required to be purchased pursuant to this Section 3.5 (material developments in the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Securities and Pari Passu Securities validly tendered and not properly withdrawn in response Company’s business subsequent to the Asset Disposition Offer. If date of 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, if any, will be paid to the Person in whose name a Security is registered at the close latest of business on such record datereports, and no further interest will be payable (3) if material, appropriate pro forma financial information) and all instructions and materials necessary 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, to the extent necessary on a pro rata basis (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu Securities so validly tendered and not properly withdrawn Notes 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 Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. 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 together with the terms of this Section 3.5 and, address referred to in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Securities. The Company or the paying agent, as the case may be, will promptly clause (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities 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 authentication order 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. 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. 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 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 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 regulationsiii).