Common use of Asset Sales Clause in Contracts

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the Restricted Subsidiary of the Company, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, consists of cash or Cash Equivalents; provided, however, that (A) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of the assets pursuant to a customary novation agreement that releases the transferor from further liability, (B) any securities, notes or other obligations received from the transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the Restricted Subsidiary into cash (to the extent of that cash), and (C) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (i) to repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase. The Company may use any Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10.

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an any Asset Sale unless Sale, unless: (i1) the Company (or the Restricted Subsidiary of the Company, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the consideration therefor received by the Company or such Restricted SubsidiarySubsidiary is at least equal to the Fair Market Value of the assets sold or disposed of, as and (2) at least 75.0% of the case may be, consideration received by the Company or such Restricted Subsidiary consists of cash or Cash EquivalentsEquivalents or Replacement Assets; providedprovided that, howeverwith respect to the sale of one or more Properties, up to 75.0% of the consideration may consist of Indebtedness of the purchaser of such Properties so long as such Indebtedness is secured by a first priority Lien on the Properties sold; provided further that, for purposes of this clause (2), the following will be deemed to be cash: (A) any liabilities of the Company (or the any such Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Note Guarantee) that are assumed by the transferee of the assets pursuant to a customary novation agreement that releases the transferor from further liability, any such assets; (B) any securities, notes securities or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the consummation of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuers or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (i) $200.0 million and (ii) an amount equal to 2.0% of Adjusted Total Assets, as of any date of Incurrence, 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. (b) Any Asset Sale arising from any sale, transfer or other disposition of an Investment in a Joint Venture to the extent of that cash)required by, or made pursuant to, customary buy/sell arrangements between the Joint Venture parties set forth in joint venture or similar agreements need not comply with clauses (a)(1) and (C2) Additional Assets of this Section 4.09 to the extent that such transaction is otherwise permitted under this Indenture and the Net Cash Proceeds received in an exchange-of-assets such transaction shall all be deemed to be cash for purposes applied in accordance with the provisions of this provision. covenant set forth below. (c) Within 360 365 days after the receipt by of any Net Cash Proceeds from an Asset Sale, the Company will or will cause such Net Cash Proceeds (or an amount equal to the amount of such Net Cash Proceeds) to be applied to: (1) permanently reduce (i) Secured Indebtedness of the Company or any Subsidiary Guarantor or (ii) Indebtedness of any other Restricted Subsidiary that is not a Subsidiary Guarantor, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries; (2) acquire or invest in property or assets (other than current assets but including Capital Stock of an unaffiliated third party that owns property or assets) of a nature or type that are used in or useful to the business of the Company or any of its Restricted Subsidiaries existing on the date of such acquisition or investment; (3) to prepay, repay, redeem or purchase pari passu Indebtedness of the Company or of any Net Proceeds from an Asset SaleSubsidiary Guarantor; provided, however, that if the Company or a Subsidiary Guarantor shall so prepay, repay, redeem or purchase any such pari passu Indebtedness, the Company may apply such Net Proceeds, at its option, (i) to repay permanently Indebtedness that is pari passu with will equally and ratably reduce obligations under the Notes andif the Notes are then prepayable or, if the Indebtedness repaid is revolving credit IndebtednessNotes may not then be prepaid, the Company shall make an offer (in accordance with the procedures set forth below) with the ratable proceeds to correspondingly reduce all Holders to purchase their Notes at 100% of the lenders' commitments with respect thereto; principal amount thereof, plus accrued but unpaid interest, if any, thereon, up to the principal amount of Notes that would otherwise be prepaid; (ii4) to acquire fund all or substantially all a portion of an optional redemption of the assets Notes pursuant to Section 3.07 hereof or a majority of repurchase the Voting Stock of another company that Notes in open market transactions if such repurchase is engaged in a Permitted Business; not otherwise prohibited by the Indenture; (iii5) to make a capital expenditure in a Permitted Businessexpenditure; or or (iv6) to acquire Additional Assetsany combination of the foregoing; provided provided, that the Company will be deemed to have complied with the provisions described in clauses (2) and (5) of this clause (iv) if, within 360 days of paragraph if and to the Asset Sale, extent that the Company has entered or any of its Restricted Subsidiaries enter into an a definitive agreement covering the committing to make such acquisition or capital expenditure or so invest within such 365-day period, which is thereafter completed acquisition, capital expenditure or investment shall be made within 180 days after the date end of the agreementsuch 365-day period. Pending the final application of any such Net ProceedsCash Proceeds as described above, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by this Indenture. Any The amount of such excess Net Cash Proceeds from Asset Sales that are required to be applied (or to be committed to be applied) during such 365-day period as set forth in the preceding sentence and not applied (or invested committed to be applied) as provided in so required by the first sentence end of this paragraph shall be deemed to such period will constitute "“Excess Proceeds." Within five days ” If, as of each date on which the first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not previously subject to an Offer to Purchase pursuant to this Section 4.09 totals more than $10,000,000100.0 million, the Company shall make must commence, not later than 20 Business Days thereafter, and consummate an offer Offer to all Purchase from the Holders of Notes, as well as the Notes and all holders of other Indebtedness that is pari passu with the Notes and that has containing provisions similar to those set forth in this Indenture with respect to an Offers to Purchase or redeem with the benefit proceeds of provisions requiring the Company to make sales of assets, on a similar offer (pro rata basis, an "Asset Sale Offer"), to purchase the maximum aggregate principal amount of Notes and such other pari passu Indebtedness that may be purchased out of equal to the Excess Proceeds. The offer Proceeds on such date, at a purchase price will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness to be purchasedplus, plus in each case, accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase. The Company may use any Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this IndenturePayment Date. If the aggregate principal amount of Notes and other pari passu Indebtedness with the Notes tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select then the Notes and such other pari passu Indebtedness to will be purchased on a pro rata basis based on the principal amount of the Notes and such other pari passu Indebtedness so tendered. Upon completion of each Asset Sale OfferOffer to Purchase, the amount of any remaining Excess Proceeds shall subject to such Offer to Purchase will no longer be reset at zerodeemed to be Excess Proceeds and may be applied to any other purpose not prohibited hereunder. The Company Issuers will comply with the requirements of Rule 14e-1 14e‑1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each purchase repurchase of Notes pursuant to an Offer to Purchase in connection with an Asset Sale OfferSale. If To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.09, the Company Issuers will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its their obligations under this Section 4.104.09 by virtue of such compliance.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) , receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii2) at least 75% of the consideration therefor received by in such Asset Sale is in the Company or such Restricted Subsidiary, as the case may be, consists form of cash or Cash Equivalents; provided, however, thatprovided that any of the following items shall be deemed to be cash and Cash Equivalents for the purposes of this clause (2): (Aa) the assumption of any liabilities (as shown on the Company’s or the Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary of the Company (or the Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes issued under this Indenture or any Subsidiary Guarantee) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or the Restricted Subsidiary from further liability, ; (Bb) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the Restricted Subsidiary into cash or Cash Equivalents within 180 days following their receipt (to the extent of that cashcash or Cash Equivalents received), ; and (c) any stock or assets of the kind referred to in clauses (b) and (Cd) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of the next paragraph of this provisionSection 4.10. Within 360 365 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company or the Restricted Subsidiary, as the case may be, may apply such Net Proceeds, at its option, : (ia) to repay permanently prepay, repay, purchase, repurchase or redeem any secured Indebtedness that is pari passu with of the Notes and, if Company or any Restricted Subsidiary of the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; Company; (iib) to acquire a controlling interest in another business or all or substantially all of the assets or a majority of the Voting Stock operating line of another company that is business, in each case engaged in a Permitted Business; ; (iiic) to make a capital expenditure expenditures; or (d) to acquire other non-current assets to be used in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings Indebtedness under any Credit Facility or otherwise expend or invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales described in this paragraph that are not applied or invested as provided in the first sentence of this paragraph of this Section 4.10 shall be deemed to constitute "“Excess Asset Sale Proceeds." Within five days of each date on which ” When the aggregate amount of Excess Asset Sale Proceeds exceeds $10,000,00010.0 million, the Company shall will be required under this Indenture to make an offer to all the Holders of Notes, as well as all Notes issued thereunder and the holders of any other Senior Indebtedness that is pari passu subject to requirements with respect to the application of net proceeds from asset sales that are substantially similar to those contained in this Indenture (an “Asset Sale Offer”) to purchase on a pro rata basis (with the Excess Asset Sale Proceeds prorated between the Holders of the Notes and that has the benefit such holders of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase such other Senior Indebtedness based upon outstanding aggregate principal amounts) the maximum principal amount of the Notes and such other pari passu Senior Indebtedness that may be purchased or prepaid, as applicable, out of the prorated Excess Asset Sale Proceeds. The , at an offer price will be in cash in an amount equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase. The Company may use any Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by , in accordance with the procedures set forth in this Indenture. If To the extent that the aggregate principal amount of Notes and other pari passu Senior Indebtedness tendered into such (and electing to be redeemed or repaid, as applicable) pursuant to an Asset Sale Offer exceeds is less than the amount of Excess Asset Sale Proceeds, the Trustee shall select the Notes Company and its Restricted Subsidiaries may use any remaining Excess Asset Sale Proceeds for general corporate purposes and any other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedpurpose not prohibited by this Indenture. Upon completion of each Asset Sale Offerthe offer to purchase, the amount of Excess Asset Sale Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase of Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.104.10 by virtue of the Company’s compliance with such securities laws or regulations.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: 50 (i1) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, ; (ii2) the fair market value is determined by Company delivers to the Board of Directors of the Company and evidenced by Trustee: (A) with respect to any Asset Sale, a resolution of that the Board of Directors set forth in an Officers' Certificate delivered certifying that the consideration received at the time of the Asset Sale was at least equal to the Trusteefair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and and (iiiB) with respect to any Asset Sale or series of Asset Sales involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Holders of such Asset Sale from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; and (3) at least 7580% of the consideration therefor received by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalents; providedcash equivalents. For purposes of this provision, however, thateach of the following shall be deemed to be cash: (A) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company (or the any Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Note Guarantee) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, ; and (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash (within 180 days, to the extent of that cash), and (C) Additional Assets the cash received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provisionthat conversion. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, Proceeds at its option, : (i1) to repay permanently Indebtedness that is pari passu with under the Notes Credit Facilities and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; ; (ii2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of of, another company that is engaged in a Permitted Business; ; (iii3) to make a capital expenditure expenditure; or (4) to acquire other long-term assets and parking facility agreements, in each case, that are used or useful in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this IndentureIndenture or the Credit Agreement. 51 Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this preceding paragraph shall be deemed to will constitute "Excess ProceedsEXCESS PROCEEDS." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall will make an offer Asset Sale Offer to all Holders of Notes, as well as Notes and all holders of other Indebtedness that is pari passu PARI PASSU with the Notes and that has containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the benefit proceeds of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), sales of assets in accordance with Section 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. The Company may use If any Excess Proceeds remaining remain after consummation consumption of an Asset Sale Offer Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this IndentureIndenture or the Credit Agreement. If the aggregate principal amount of Notes and such other pari passu PARI PASSU Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu PARI PASSU Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu PARI PASSU Indebtedness so tendered. tendered Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase repurchase of Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.10 of this Section 4.10Indenture, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under those provisions of this Section 4.10Indenture by virtue of such conflict.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an Asset Sale unless unless: (i1) the Company (Company, or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) , receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and [Reserved]; (iii3) at least 75% of the consideration therefor received in such Asset Sale by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalents; provided. For purposes of this clause (3), however, thateach of the following shall be deemed to be cash: (Aa) any liabilities of the Company (Indebtedness or the Restricted Subsidiary of the Company, as the case may be)other liabilities, as shown on its the Company’s or such Restricted Subsidiary’s most recent balance sheet sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities Indebtedness that are by their terms subordinated to the Notes or any Subsidiary Guarantee) Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company), that are (i) assumed by the transferee of the any such assets pursuant to a customary novation written agreement that releases the transferor Company or such Restricted Subsidiary from further liabilityliability with respect to such Indebtedness or liabilities or (ii) are otherwise discharged or forgiven by such transferee; (b) any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (Bb) since the Issue Date, not to exceed 5% of the Company’s Consolidated Net Tangible Assets (determined at the time of contractual agreement to the relevant Asset Sale), with the fair market value of each item of Designated Non-cash Consideration being measured at the time of contractual agreement to the relevant Asset Sale and without giving effect to subsequent changes in value; and (c) any securities, notes or other obligations received from the transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days of the applicable Asset Sale by the Company or such Restricted Subsidiary into cash (cash, to the extent of that cash), and (C) Additional Assets the cash received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. such conversion. (b) [Reserved]. (c) Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such those Net Proceeds, Proceeds at its option: (1) to permanently repay or reduce (A) Indebtedness, other than Subordinated Indebtedness, of the Company or a Subsidiary Guarantor secured by such assets, (iB) to repay permanently Indebtedness of the Company or a Subsidiary Guarantor under Credit Facilities or other Indebtedness of the Company that is by its terms pari passu with the Notes or (C) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, and, in each case, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; ; (ii2) to acquire acquire, or enter into a binding agreement to acquire, all or substantially all of the assets or a majority (other than cash, Cash Equivalents and securities) of the Voting Stock of another company that is any Person engaged in a Permitted Business; provided, however, that any such commitment shall be subject only to customary conditions (iiiother than financing), and such acquisition shall be consummated no later than 180 days after the end of such 360-day period; (3) to make acquire, or enter into a capital expenditure binding agreement to acquire, Voting Stock of a Person engaged in a Permitted Business from a Person that is not an Affiliate of the Company; provided, however, that such commitment shall be subject only to customary conditions (other than financing) and such acquisition shall be consummated no later than 180 days after the end of such 360-day period; and provided, further, however, that (a) after giving effect thereto, the Person so acquired becomes a Restricted Subsidiary and (b) such acquisition is otherwise made in accordance with this Indenture, including, without limitation, Section 4.10 hereof; or (4) to acquire, or enter into a binding agreement to acquire, other long term assets (other than securities) that are used or useful in a Permitted Business; or provided, however, that such commitment shall be subject only to customary conditions (ivother than financing) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the and such acquisition which is thereafter completed within shall be consummated no later than 180 days after the date end of the agreementsuch 360 day period. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this Indenture. . (d) Any Net Proceeds from Asset Sales that are not applied applied, invested or invested segregated from the general funds of the Company for investment in identified assets pursuant to a binding agreement, in each case as provided in paragraph (c) above shall constitute Excess Proceeds; provided, however, that the first sentence amount of this any Net Proceeds that ceases to be so segregated as contemplated in paragraph (c) above shall also constitute “Excess Proceeds” at the time any such Net Proceeds cease to be deemed so segregated; provided further, however, that the amount of any Net Proceeds that continues to be segregated for investment and that is not actually reinvested within twenty-four months from the date of the receipt of such Net Proceeds shall also constitute "“Excess Proceeds." Within five days of each date on which ” (e) When the aggregate amount of Excess Proceeds exceeds $10,000,000US$100.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders of Notes, as well as Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes and that has or any Subsidiary Guarantee containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the benefit proceeds of provisions requiring the Company to make a similar offer (an "Asset Sale Offer")sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess ProceedsProceeds in accordance with the procedures set forth in Section 3.09 hereof. The offer price will in any Asset Sale Offer shall be equal to 100% of the principal amount of the Notes and such other Indebtedness to be purchasedpari passu Indebtedness, plus accrued and unpaid interest and Liquidated Damages, if any, to (but excluding) the date of purchase, and shall be payable in cash. The Company may use If any Excess Proceeds remaining remain after consummation of an Asset Sale Offer and all Holders of Notes have been given the opportunity to tender their Notes for purchase in accordance with such Asset Sale Offer and this Indenture, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to shall be purchased on a pro rata basis (subject to Notes being in denominations of US$2,000 or integral multiples of US$1,000 in excess thereof) based on the principal amount of Notes and such other pari passu Indebtedness so tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations to the extent such laws and regulations are applicable in connection with each purchase repurchase of Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of this Section 4.10Indenture, the Company will shall comply with the applicable securities laws and regulations and by so doing will shall not be deemed to have breached its obligations under the Asset Sale provisions of this Section 4.10Indenture by virtue of such conflict.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary of the CompanySubsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed ofof (as determined in good faith by the Management Committee), (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the consideration therefor received by the Company or such the Restricted Subsidiary, as the case may be, consists of from such Asset Sale shall be cash or Cash Equivalents; provided that the amount of (a) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets, (b) any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), and (c) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 10% of Total Assets 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), shall be deemed to be cash for the purposes of this provision, and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof to reinvest in Productive Assets or to repay Indebtedness under the Senior Credit Facilities. Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may invest such Net Cash Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Management Committee or such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clause (iii) of the preceding paragraph (each, a "Net Proceeds Offer Trigger Date"), the aggregate amount of Net Cash Proceeds that have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (iii) of the preceding paragraph (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the ''Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis that amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase; provided, however, that that if at any time any non cash consideration (Aincluding any Designated Noncash Consideration) any liabilities of received by the Company (or the any Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than contingent liabilities interest received with respect to any such non cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and liabilities that are by their terms subordinated the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.10. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $10.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of the assets pursuant Net Proceeds Offer Trigger Date relating to a customary novation agreement that releases the transferor such initial Net Proceeds Offer Amount from further liability, (B) any securities, notes or other obligations received from the transferee that are contemporaneously (subject to ordinary settlement periods) converted all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $10.0 million, at which time the Company or the such Restricted Subsidiary into cash shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to the extent of that cash), and (C) Additional Assets received in an exchange-of-assets transaction $10.0 million or more shall all be deemed to be cash a "Net Proceeds Offer Trigger Date"). Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for purposes such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities and (ii) such Asset Sale is for fair market value (as determined in good faith by the Management Committee of this provision. Within 360 days after the receipt General Partner); provided that any consideration not constituting Productive Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall be subject to the provisions of any the two preceding paragraphs. Each Net Proceeds from an Asset SaleOffer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in Section 3.09. To the extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may apply such use any remaining Net Proceeds, at its option, (i) to repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreementProceeds Offer Amount for general corporate purposes. Pending the final application Upon completion of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase. The Company may use any Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tendered. Upon completion of each Asset Sale Offer, the amount of Excess Net Proceeds Offer Amount shall be reset at zero. The Company will Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase the repurchase of Notes pursuant to an Asset Sale a Net Proceeds Offer. If To the extent that the provisions of any securities laws or regulations conflict with this Section 4.10the Asset Sale provisions of the Indenture, the Company will Issuers shall comply with the applicable securities laws and regulations and by so doing will shall not be deemed to have breached its obligations under the Asset Sale provisions of this Section 4.10Indenture by virtue thereof.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (ia) the Company (or the such Restricted Subsidiary of the CompanySubsidiary, 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 accordance with the definition of such term, the results of which determination shall be set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iiib) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalents; provided, however, that that the amount of (Ai) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company (or the such Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranteeguarantee thereof) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, liability and (Bii) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company or the such Restricted Subsidiary into cash (to the extent of that cash), and (Cthe cash received) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provisionSection 4.10. Within 360 365 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, Proceeds to (ia) permanently repay the principal of any secured Indebtedness (to repay permanently Indebtedness that is pari passu with the Notes and, if extent of the Indebtedness repaid is revolving credit fair value of the assets securing such Indebtedness, to correspondingly reduce as determined by the lenders' commitments with respect thereto; Board of Directors) or (iib) to acquire all (including by way of a purchase of assets or substantially all stock, merger, consolidation or otherwise) Productive Assets. (Any such Net Proceeds that are applied to the acquisition of Productive Assets pursuant to any binding agreement to construct any new marine vessel useful in the business of the assets Company or a majority any of its Restricted Subsidiaries shall be deemed to have been applied for such purpose within such 365-day period so long as they are so applied within 18 months of the Voting Stock effective date of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an such agreement covering the acquisition which is thereafter completed within 180 days but no later than two years after the date of the agreement. receipt of such Net Proceeds.) Pending the final application of any such Net Proceeds, the Company or any such Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including borrowings under the Credit Facility, or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture, the Series A/B Indenture, the Series D Indenture and the Series F Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make commence a similar offer (an "pro rata Asset Sale Offer"), Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The Proceeds at an offer price will be in cash in an amount equal to 100% of the principal amount of Notes and other Indebtedness to be purchasedthereof, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date of purchase. The , in accordance with the procedures set forth in Section 3.09 hereof; provided, however, that, if the Company may use any is required to apply such Excess Proceeds remaining after consummation to repurchase, or to offer to repurchase, any Pari Passu Indebtedness, the Company shall only be required to offer to repurchase the maximum principal amount of an Asset Sale Offer for any purpose not otherwise prohibited Notes that may be purchased out of the amount of such Excess Proceeds multiplied by this Indenture. If a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and other pari passu the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that the aggregate amount of Notes tendered into such pursuant to an Asset Sale Offer is less than the amount that the Company is required to repurchase, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate amount of Notes surrendered by holders thereof exceeds the amount of Excess Proceedsthat the Company is required to repurchase, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on (with such adjustments as may be deemed appropriate by the principal amount Trustee so that only Notes in denominations of Notes and other pari passu Indebtedness so tendered$1,000, or integral multiples thereof, shall be purchased). Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements For purposes of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant this paragraph only, any reference herein to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not "Notes" shall be deemed to have breached its obligations under this Section 4.10include the Notes and the Series A/B Notes, the Series D Notes and the Series F Notes.

Asset Sales. The Company Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (Holdings or the applicable Restricted Subsidiary of the CompanySubsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed ofof (as determined in good faith by the Management Committee), (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the consideration therefor received by Holdings or the Company or such Restricted Subsidiary, as the case may be, consists of from such Asset Sale shall be cash or Cash Equivalents; provided, however, that provided that the amount of (Aa) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be), as shown on its Holdings or such Restricted Subsidiary's most recent balance sheet sheet) of Holdings or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary GuaranteeDebentures) that are assumed by the transferee of the assets pursuant to a customary novation agreement that releases the transferor from further liabilityany such assets, (Bb) any securities, notes Debentures or other obligations received by Holdings or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company Holdings or the such Restricted Subsidiary into cash (to the extent of that cashthe cash received), and (Cc) Additional any Designated Noncash Consideration received by Holdings or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 10% of Total Assets 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 an exchange-of-assets transaction value), shall all be deemed to be cash for the purposes of this provision. Within 360 days after , and (iii) upon the receipt by the Company or any consummation of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, Holdings shall apply, or cause such Restricted Subsidiary to apply, the Company may apply Net Cash Proceeds relating to such Net Proceeds, at its option, (i) Asset Sale within 365 days of receipt thereof to reinvest in Productive Assets or to repay permanently Indebtedness that is pari passu with under the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreementSenior Credit Facilities. Pending the final application of any such Net Cash Proceeds, the Company Holdings or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in any manner that is Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Management Committee or such Restricted Subsidiary determines not prohibited by this Indenture. Any to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clause (iii) of the preceding paragraph (each, a "Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute Offer Trigger Date"Excess Proceeds." Within five days of each date on which ), the aggregate amount of Excess Net Cash Proceeds exceeds $10,000,000, that have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (iii) of the Company preceding paragraph (each a "Net Proceeds Offer Amount") shall be applied by Holdings or such Restricted Subsidiary to make an offer to all Holders of Notespurchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, as well as (x) from all holders of other Indebtedness Senior Notes on a pro rata basis that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Senior Notes and such other pari passu Indebtedness that may be purchased out of equal to the Excess Proceeds. The offer Net Proceeds Offer Amount at a price will be equal to 100% of the principal amount of the Senior Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, to the date of purchase. The Company may use any Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased or (y) from all Holders on a pro rata basis based that amount of Debentures equal to the Net Proceeds Offer Amount at a price equal to 100% of the Accreted Value thereof on the date of repurchase (if such date of repurchase is prior to August 1, 2003) or 100% of the principal amount of Notes the Debentures to be purchased (if such date of repurchase is on or after August 1, 2003), plus, in each case, accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration (including any Designated Noncash Consideration) received by Holdings or any Restricted Subsidiary of Holdings, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other pari passu Indebtedness than interest received with respect to any such non- cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.10. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $10.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by Holdings and its Restricted Subsidiaries aggregates at least $10.0 million, at which time Holdings or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so tendereddeferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $10.0 million or more shall be deemed to be a "Net Proceeds Offer Trigger Date"). Notwithstanding the two immediately preceding paragraphs, Holdings and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities and (ii) such Asset Sale is for fair market value (as determined in good faith by the Management Committee of the General Partner); provided that any consideration not constituting Productive Assets received by Holdings or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall be subject to the provisions of the two preceding paragraphs. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in Section 3.09. To the extent that the aggregate amount of Debentures tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, Holdings may use any remaining Net Proceeds Offer Amount for general corporate purposes. Upon completion of each Asset Sale any such Net Proceeds Offer, the amount of Excess Net Proceeds Offer Amount shall be reset at zero. The Company will Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase the repurchase of Notes Debentures pursuant to an Asset Sale a Net Proceeds Offer. If To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Section 4.10Indenture, the Company will Issuers shall comply with the applicable securities laws and regulations and by so doing will shall not be deemed to have breached its obligations under the Asset Sale provisions of this Section 4.10Indenture by virtue thereof.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; ) of the assets or Equity Interests issued or sold or otherwise disposed of and (iiiii) at least 7580% of the consideration therefor received by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalentscash; provided, however, that PROVIDED that the amount of (Ax) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company (or the any Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary GuaranteeGuarantee thereof) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, liability and (By) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash within 90 days (to the extent of that cashthe cash received), and (C) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (ia) to permanently repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, Senior Debt (and to correspondingly reduce the lenders' commitments with respect thereto; thereto in the case of revolving borrowings) or existing 2003 Notes, or (iib) to acquire all the acquisition of a controlling interest in another business, the making of a capital expenditure or substantially all the acquisition of the assets or a majority of the Voting Stock of another company that is engaged other long-term assets, in each case, in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving credit borrowings Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall will be deemed to constitute "Excess ProceedsEXCESS PROCEEDS." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall will be required to make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale OfferASSET SALE OFFER"), ) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The , at an offer price will be in cash in an amount equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof. The To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedPRO RATA basis. Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value value, as determined in good faith by the Company's Board of Directors, of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii2) at least 75% of the consideration therefor received in the Asset Sale by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalents; providedReplacement Assets, howeveror a combination of both. For purposes of this provision, thateach of the following will be deemed to be cash: (A) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be)liabilities, as shown on its the Company's most recent consolidated balance sheet sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary GuaranteeGuarantees) that are assumed by the transferee of the any such assets pursuant to a customary novation an agreement that releases the transferor Company or such Restricted Subsidiary from further liability, ; (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash (cash, to the extent of the cash received in that cash)conversion, and within 180 days after receipt; (C) Additional Assets Cash Equivalents; and (D) any Designated Noncash Consideration received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries in the Asset Sale. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any Restricted Subsidiary may apply such Net Proceeds, at its option, : (i1) to repay permanently Indebtedness and other Obligations under any Credit Facility that is not expressly subordinated in right of payment to the Notes or other senior Indebtedness; (2) to repay (or repurchase) any secured Indebtedness; (3) to repay (or repurchase) any Indebtedness of such Restricted Subsidiary other than a Subsidiary Guarantor (except to the extent that such Indebtedness is pari passu with the Notes and, if or the Subsidiary Guarantee given by such Subsidiary Guarantor); (4) to repay (or repurchase) any Indebtedness repaid with a final Stated Maturity that is revolving credit Indebtedness, prior to correspondingly reduce the lenders' commitments with respect thereto; final Stated Maturity of the Notes; (ii5) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in Person or all or substantially all of the assets of one or more other Persons or units, divisions or other operating portions 44 thereof (including by means of a Permitted Business; merger, consolidation or other business combination permitted under this Indenture); (iii6) to make a one or more capital expenditure in a Permitted Business; or expenditures; (iv7) to acquire Additional Assets; provided other noncurrent assets that are useful in the business of the Company will have complied with this clause or any of its Restricted Subsidiaries; or (iv) if, within 360 days 8) to acquire Capital Stock consisting of a minority interest in any Person that at such time is a Restricted Subsidiary of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreementCompany. Pending the final application of any such Net Proceeds, the Company and any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this Indenture. . (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph Section 4.10(b) hereof shall be deemed to constitute "Excess Proceeds." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,000100 million, the Company shall shall, within 30 days, make an offer Asset Sale Offer to all Holders of Notes; and, as well as at the Company's option, to all holders of other Indebtedness that is pari passu with, or subordinate in right of payment to, the Notes, in each case in accordance with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer")Section 3.08 hereof, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and or any other Indebtedness to be purchased, being repurchased plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to the date of purchasepurchase (or 100% of the accreted value thereof, in the case of other Indebtedness that was initially offered and sold at a discount), and will be payable in cash. The Company may use If any Excess Proceeds remaining remain after consummation of an Asset Sale Offer Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness (or accreted value, as applicable) tendered into such Asset Sale Offer offer exceeds the amount of Excess Proceeds, the Trustee shall select Excess Proceeds will be applied in the following way: (a) first, the Excess Proceeds will be applied to purchase the Notes and other pari passu Indebtedness to be purchased tendered for purchase, on a pro rata basis based on (if the aggregate principal amount of such Notes and pari passu Indebtedness exceeds the amount of Excess Proceeds), and (b) second, if and to the extent any Excess Proceeds remain after the purchase of all of the Notes and other pari passu Indebtedness so tenderedtendered for purchase, the remaining Excess Proceeds will be applied to purchase any subordinated Indebtedness tendered for purchase, on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable federal or state securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase repurchase of Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.08 hereof or this Section 4.10, the Company will shall comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under those provisions of this Section 4.10Indenture by virtue of such conflict.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (ia) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) , receives consideration at the time of such that Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; and (iiib) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of (i) cash or Cash Equivalents; providedor (ii) property or assets that are used or useful in a Permitted Business, howeveror the Capital Stock of any Person engaged in a Permitted Business if, that as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary; provided that the amount of (Ax) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be)liabilities, as shown on its the Company's or such Restricted Subsidiary's most recent balance sheet sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranteeguarantee thereof) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or the Restricted Subsidiary from further liability, ; (By) any securities, notes or other obligations received by the Company or the Restricted Subsidiary from the transferee that are contemporaneously (subject to ordinary settlement periods) converted within 180 days of their receipt by the Company or the Restricted Subsidiary into cash (or Cash Equivalents but only to the extent of that cash), the cash or Cash Equivalents received; and (Cz) Additional any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in that Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (z) that is at that time outstanding, not to exceed 15% of Total Assets at the time of the receipt of that 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 an exchange-of-assets transaction value, shall all be deemed to be cash for purposes of this provisionSection 4.10; and provided further that the 75% limitation referred to in clause (b) above will not apply to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. Within 360 365 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company or the Restricted Subsidiary, as the case may be, shall apply such Net Proceeds, at its optionoption (or to the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility), to (a) repay or purchase Senior Indebtedness or Pari Passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary, as the case may be, provided that if the Company shall so repay or purchase Pari Passu Indebtedness of the Company, (i) to repay permanently it will equally and ratably reduce Indebtedness that is pari passu with under the Notes and, if the Indebtedness repaid is revolving credit IndebtednessNotes are then redeemable; or, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all if the Notes may not then be redeemed, the Company shall make an (i) an investment in property, the making of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure or the acquisition of assets that are used or useful in a Permitted Business; or (ivii) to acquire Additional Assets; provided that the acquisition of Capital Stock of any Person primarily engaged in a Permitted Business if (x) as a result of the acquisition by the Company will have complied with this or any Restricted Subsidiary thereof, that Person becomes a Restricted Subsidiary; or (y) the Investment in that Capital Stock is permitted by clause (iv6) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date definition of the agreementPermitted Investments. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings Indebtedness or otherwise invest such those Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall will be deemed to constitute "Excess Proceeds." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall will be required to make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), ) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The , at an offer price will be in cash in an amount equal to 100% of the principal amount of Notes and other Indebtedness to be purchasedthereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in this Indenture. The Company may use To the extent that any Excess Proceeds remaining remain after consummation of an Asset Sale Offer Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes as set forth under Sections 3.02 and other pari passu Indebtedness so tendered3.03 hereof. Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each purchase the repurchase of the Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture relating to such Asset Sale Offer, the Company will comply with the applicable securities laws and regulations and by so doing will shall not be deemed to have breached its obligations under described in this Section 4.10Indenture by virtue thereof.

Asset Sales. The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (ia) the Company The Borrower (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iiib) at least 75% of the consideration therefor received in the Asset Sale by the Company Borrower or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalents; provided. For purposes of this provision, however, thateach of the following will be deemed to be cash: (Ai) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be)liabilities, as shown on its the Borrower’s most recent consolidated balance sheet sheet, of the Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes or any Subsidiary GuaranteeObligations) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Borrower or such Restricted Subsidiary from further liability, ; (Bii) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company Borrower or the such Restricted Subsidiary into cash (within 180 days of the receipt of such securities, notes or other obligations, to the extent of that cash), and (C) Additional Assets the cash received in an exchange-of-that conversion; (iii) any stock or assets transaction shall all be deemed to be cash for purposes acquired in connection with a reinvestment of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Sale Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (i) to repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire (x) all or substantially all of the assets of, or a majority of the Voting any Capital Stock of of, another company that is Person engaged primarily in a Permitted Business; , if, after giving effect to any such acquisition of Capital Stock, such Person is or becomes a Restricted Subsidiary of the Borrower and (iiiy) to make a other assets (that are not inventory or working capital expenditure unless the sold assets were inventory or working capital) that are used or useful in a Permitted Business, and any assets as described in preceding clauses (x) and (y) acquired in exchange for the assets being disposed of pursuant to the respective Asset Sale; or and (iv) to acquire Additional Assets; provided that any Designated Noncash Consideration received by the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of Borrower or any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds Restricted Subsidiary in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase. The Company may use any Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds having an aggregate Fair Market Value not to exceed the amount greater of Excess Proceeds(x) $500,000,000 or (y) 5.0% of Consolidated Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tendered. Upon completion Fair Market Value of each Asset Sale Offer, item of Designated Noncash Consideration being measured at the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act time received and all other applicable securities laws and regulations without giving effect to subsequent changes in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10value.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; ) of the assets or Equity Interests issued or sold or otherwise disposed of and (iiiii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalents; provided, however, that that the amount of (Ax) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company (or the any Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary GuaranteeGuarantee thereof) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, liability and (By) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash (to the extent of that cash)the cash received) within 180 days following the closing of such Asset Sale, and (C) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company or its Restricted Subsidiaries may apply such Net Proceeds, at its option, (ia) to repay permanently Indebtedness that is pari passu with the Notes andSenior Debt, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; or (iib) to acquire all the investment in, or substantially all the making of a capital expenditure or the assets acquisition of other long-term assets, in each case used or useable in a Permitted Business, from a party other than the Company or a majority Restricted Subsidiary, or (c) the acquisition of the Voting Capital Stock of another company that is any Person primarily engaged in a Permitted Business; (iii) to make Business if, as a capital expenditure in result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Permitted Business; Restricted Subsidiary, or (ivd) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days a combination of the Asset Saleuses described in clauses (a), the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement(b) and (c). Pending the final application of any such Net Proceeds, the Company or its Restricted Subsidiaries may temporarily reduce revolving credit borrowings Senior Debt or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall will be deemed to constitute "Excess Proceeds." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,0007.5 million, the Company shall will be required to make an offer to all Holders of NotesNotes and, as well as to the extent required by the terms of any Pari Passu Indebtedness to all holders of other such Pari Passu Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase repurchase the maximum principal amount of Notes and any such other pari passu Pari Passu Indebtedness that may be purchased out of the Excess Proceeds. The , at an offer price will be in cash in an amount equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchaserepurchase, in accordance with the procedures set forth in Section 3.09 hereof or such Pari Passu Indebtedness, as applicable. The To the extent any Excess Proceeds remain after consummation of the Asset Sale Offer, the Company may use any such Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu any such Pari Passu Indebtedness tendered into such pursuant to an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased repurchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedbasis. Upon completion of each such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10.

Asset Sales. The Company Each of the Issuers shall not, and shall not permit any of its their respective Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company such Issuer (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by an Officers' Certificate delivered to the Trustee and a resolution of the Board of Directors) of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, consists of cash or Cash Equivalents; provided, however, that (A) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of the assets pursuant to a customary novation agreement that releases the transferor from further liability, (B) any securities, notes or other obligations received from the transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the Restricted Subsidiary into cash (to the extent of that cash), and (C) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 365 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company Issuers may apply such Net Proceeds, at its their option, (ia) to repay permanently Indebtedness that is pari passu with the Notes andSenior Debt, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; or (iib) to acquire all or substantially all the acquisition of the assets or a majority of the Voting Stock of another company that is engaged to be used in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company Issuers may temporarily reduce revolving credit borrowings the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall will be deemed to constitute "Excess Proceeds." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,00015.0 million, the Company Issuers shall be required to make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), ) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The , at an offer price will be in cash in an amount equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase. The Company may use any Excess Proceeds remaining after consummation , in accordance with the procedures set forth in Section 3.9 To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer and indebtedness ranking pari passu in right of payment with the Notes with similar repurchase rights is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. If the aggregate principal amount of Senior Subordinated Notes surrendered by Holders thereof and other indebtedness ranking pari passu Indebtedness tendered into such Asset Sale Offer in right of payment with the Notes with similar repurchase rights surrendered by the holders thereof exceeds the amount of Excess Proceeds, a pro rata portion of the Excess Proceeds (based on the principal amount of indebtedness surrendered) shall be applied to the purchase of Senior Subordinated Notes, and the Trustee shall select the Senior Subordinated Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on basis; provided, however, that the principal amount Issuers shall not be obligated to purchase Senior Subordinated Notes in denominations other than integral multiples of Notes and other pari passu Indebtedness so tendered$1,000. Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10."

Asset Sales. (i) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an engage in any Asset Sale unless (ix) the consideration received by the Company (or the such Restricted Subsidiary of the Company, as the case may be) receives consideration at the time of for such Asset Sale at least equal to is not less than the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board the board of Directors directors of such entity set forth in an Officers' Certificate delivered to the Trustee; Holders and (iiiy) at least 75% of the consideration therefor received by the Company or the relevant Restricted Subsidiary in respect of such Restricted Subsidiary, as the case may be, Asset Sale consists of at least 75% cash or Cash Equivalents; providedEquivalents (for purposes of this clause (y), however, that cash and Cash Equivalents includes (A) any liabilities (as reflected in the Company's consolidated balance sheet) of the Company (or the any Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the any transferee of any such assets or other property in such Asset Sale, and where the assets pursuant Company or the relevant Restricted Subsidiary is released from any further liability in connection therewith with respect to a customary novation agreement that releases the transferor from further liabilitysuch liabilities, (B) any securities, notes or other similar obligations received from the transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days of the consummation of the related Asset Sale by the Company or such Restricted Subsidiary into cash and Cash Equivalents (to the extent of that cash), the net cash proceeds or the Cash Equivalents (net of related costs) received upon such conversion) and (C) Additional Assets any Designated Noncash Consideration received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any such Restricted Subsidiary in the Asset Sale having an aggregate fair market value, as determined by the Board of its the Company, taken together with all other Designated Noncash Consideration received pursuant to this clause that is at that time outstanding, not to exceed the greater of: (1) $10,000,000; and (2) 15% of Consolidated Tangible Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). (ii) If the Company or any Restricted Subsidiaries of any Net Proceeds from Subsidiary engages in an Asset Sale, the Company may apply such Net Proceedsmay, at its option, within 12 months after such Asset Sale, (i1) apply all or a portion of the Net Cash Proceeds to repay permanently Indebtedness that is pari passu with the Notes and, if permanent reduction of amounts outstanding under the Indebtedness repaid is revolving credit Indebtedness, Credit Agreement (and to correspondingly reduce the lenders' commitments commitments, if any, with respect thereto; (ii) or to acquire all or substantially all the permanent repayment of other Senior Indebtedness of the assets Company or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; Restricted Subsidiary, provided that the Company will have complied repayment of any Indebtedness incurred under the Credit Agreement in connection with this clause the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (iv2) if, within 360 days invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset SaleSale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Closing Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company has entered into an agreement covering may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (1) or (2) (without regard to the acquisition which is thereafter completed within 180 days after the date of the agreementparenthetical contained in such clause (2)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in any a manner that is not prohibited by this IndentureAgreement. Any The amount of such Net Cash Proceeds from Asset Sales that are not applied or invested so used as provided set forth above in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which " (c) When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of NotesNotes on a pro rata basis, as well as all holders of other Indebtedness that is pari passu in accordance with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer")procedures set forth in this Agreement, to purchase the maximum principal amount (expressed as a multiple of $1,000) of Notes and such other pari passu Indebtedness that may be purchased out of with the Excess Proceeds. The offer , at a purchase price will be in cash equal to 100% of the principal amount of Notes and other Indebtedness to be purchasedthereof, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to the date such offer to purchase is consummated. To the extent that the aggregate principal amount of purchase. The Notes tendered pursuant to such offer to purchase is less than the Excess Proceeds, the Company may use any Excess Proceeds remaining after consummation of an Asset Sale Offer such deficiency for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. If the aggregate principal amount of Notes validly tendered and other pari passu Indebtedness tendered into such Asset Sale Offer not withdrawn by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased will be selected on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedbasis. Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall will be reset at to zero. . (iii) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase repurchase of Notes pursuant to an Asset Sale Excess Proceeds Offer. If To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of this Section 4.10Agreement, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under Section 5(j) of this Section 4.10Agreement by virtue of such conflict.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless unless: (i1) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to (a) the fair market value of the assets (other than Designated Assets) or Equity Interests issued or sold or otherwise disposed of and (b) the Designated Asset Value of the Designated Assets sold or otherwise disposed of, ; (ii2) the fair market value or Designated Asset Value, as applicable, is determined by the Company's Board of Directors of the Company and evidenced by a resolution of that the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and and (iii3) at least 75% of the consideration therefor received in the Asset Sale by the Company or such Restricted SubsidiarySubsidiary is in the form of cash. For purposes of this clause (3) only, as each of the case may be, consists of cash or Cash Equivalents; provided, however, thatfollowing will be deemed to be cash: (Aa) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be)liabilities, as shown on its the Company's or such Restricted Subsidiary's most recent balance sheet sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Note Guarantee) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, ; (Bb) any securities, notes or other obligations received from the transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or any such Restricted Subsidiary from such transferee that are converted within 90 days of the applicable Asset Sale by the Company or such Restricted Subsidiary into cash (or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that cash)conversion; (c) 100% of the securities, notes or other obligations or Indebtedness actually received by the Company as consideration for the sale or other disposition of a Designated Asset pursuant to the terms of a Designated Asset Contract, but only to the extent that such securities, notes or other obligations or Indebtedness were explicitly required to be included, or permitted to be included solely at the option of the purchaser, in such consideration pursuant to the terms of the applicable Designated Asset Contract; and (d) 100% of the Indebtedness actually received by the Company as consideration for the sale or other disposition of an Unoccupied Facility. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may engage in Asset Swaps; provided that, (1) immediately after giving effect to such Asset Swap, the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof and (C2) Additional Assets the Board of Directors of the Company determines that the fair market value of the assets received by the Company in the Asset Swap is not less than the fair market value of the assets disposed of by the Company in such Asset Swap and such determination is evidenced by a resolution of the Board of Directors set forth in an exchange-of-assets transaction shall all be deemed Officers' Certificate delivered to be cash for purposes of this provisionthe Trustee. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such those Net Proceeds, at its option, : (i1) to repay permanently Indebtedness that is pari passu with the Notes under a Credit Facility and, if the Indebtedness permanently repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; ; (ii2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of of, another company that is engaged in a Permitted Business; ; (iii3) to make a capital expenditure (provided, that the completion of (i) construction of new facilities, (ii) expansions to existing facilities, and (iii) repair or reconstruction of damaged or destroyed facilities which commences within 360 days after the receipt of any Net Proceeds from an Asset Sale by the Company may extend for an additional 360 day period if the Net Proceeds to be used for such construction, expansion or repair are committed to and set aside specifically for such activity within 360 days of their receipt); (4) to acquire other long-term assets that are used or useful in a Permitted Business; or or (iv5) with respect to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days sale of the Asset SaleNortheast Ohio Correctional Facility in Youngstown, Ohio, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date may use 50% of the agreementNet Proceeds from such sale to repurchase, redeem or otherwise acquire or retire for value shares of the Company's Series B Preferred Stock. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this Indenture. For avoidance of doubt, prior to being required to permanently reduce revolving credit facility commitments, the Company shall have the option of making an Asset Sale Offer in accordance with the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this preceding paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00015.0 million, the Company shall make an offer Asset Sale Offer to all Holders of NotesNotes and, as well as at the Company's option, all holders of other Indebtedness that is pari passu with the Notes and that has containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the benefit proceeds of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will in any Asset Sale Offer shall be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and shall be payable in cash. The Company may use If any Excess Proceeds remaining remain after consummation of an Asset Sale Offer Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedbasis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each purchase repurchase of Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Section 4.10Indenture, the Company will shall comply with the applicable securities laws and regulations and by so doing will shall not be deemed to have breached its obligations under the Asset Sale provisions of this Section 4.10Indenture by virtue of such conflict.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate to cause or make an Asset Sale Sale, unless (ix) the Company (Company, or the its Restricted Subsidiary of the CompanySubsidiaries, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the Company) of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iiiy) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company Company, or such Restricted Subsidiary, as the case may be, consists is in the form of cash or Cash Equivalents; provided, however, thatprovided that the amount of the following shall be deemed to be Cash Equivalents for the purposes of this provision: (Ai) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be), as shown on its the Company’s or such Restricted Subsidiary’s most recent balance 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 Notes or any Subsidiary GuaranteeNotes) that are assumed by the transferee of the assets pursuant to a customary novation agreement that releases the transferor from further liability, any such assets; (Bii) any securities, notes or other obligations or other securities received by the Company or such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash Cash Equivalents within 180 days of the receipt thereof (to the extent of that cashthe Cash Equivalents received), and ; and (Ciii) Additional Assets any Designated Noncash Consideration received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause that is at that time outstanding, not to exceed the greater of 7.5% of Tangible Assets or $5.0 million (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) Within 365 days after the Company’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary may apply the Net Proceeds from such Net ProceedsAsset Sale, at its option, option to: (i) permanently reduce Obligations under the Credit Agreement (and, in the case of revolving Obligations, to repay permanently temporarily reduce such Obligations) or other Senior Indebtedness or Pari Passu Indebtedness (provided that is pari passu if the Company shall so reduce Obligations under Pari Passu Indebtedness, it will equally and ratably reduce Obligations under the Notes by making an offer (in accordance with the Notes andprocedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, the pro rata principal amount of Notes) or Indebtedness repaid is revolving credit Indebtednessof a Restricted Subsidiary, in each case other than Indebtedness owed to correspondingly reduce the lenders' commitments with respect thereto; Company or an Affiliate of the Company; (ii) to acquire all make an investment in any one or substantially all more businesses, capital expenditures or acquisitions of the other assets in each case used or a majority of the Voting Stock of another company that is engaged useful in a Permitted Similar Business, or set aside in respect of a project in connection therewith that has been commenced or for which a binding contractual commitment has been entered into; and/or (iii) to make a capital expenditure an investment in a Permitted Business; properties or (iv) to acquire Additional Assets; provided assets that replace the Company will have complied with this clause (iv) if, within 360 days properties and assets that are the subject of the such Asset Sale, the Company or set aside in respect of a project in connection therewith that has been commenced or for which a binding contractual commitment has been entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreementinto. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit borrowings facility, if any, or otherwise invest such Net Proceeds in any manner that is not prohibited by this IndentureCash Equivalents or Investment Grade Securities. Any Net Proceeds from any Asset Sales Sale that are not applied or invested as provided and within the time period set forth in the first sentence of this paragraph shall will be deemed to constitute "“Excess Proceeds." Within five days of each date on which ” When the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "“Asset Sale Offer"), ”) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The Proceeds at an offer price will be in cash in an amount equal to 100% of the principal amount of Notes and other Indebtedness to be purchasedthereof, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to but not including the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in this Indenture. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $10.0 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 Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedpursuant to Section 4.06(c)(3). Upon completion of each any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (1) Promptly, and in any event within ten Business Days after the Company becomes obligated to make an Asset Sale Offer, the Company shall deliver to the Trustee and send, by first-class mail, postage prepaid, to each Holder at such Holder’s registered address, a written notice stating that the Holder may elect to have such Holder’s Notes purchased by the Company either in whole or in part (subject to prorating pursuant to Section 4.06(c)(3)), at the applicable purchase price. The notice shall be mailed at least 30 but not more than 60 days before the purchase date. If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased. (2) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(b). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents selected by the Company and to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Company to the Trustee is greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with Section 4.06(b) above. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note purchased. If at the expiration of the Offer Period more Notes are tendered pursuant to an Asset Sale Offer than the Company is required to purchase, selection of such Notes for purchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or if such Notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements). A new Note in principal amount equal to the unpurchased portion of any Note purchased in part will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the purchase date, unless the Company defaults in payment of the purchase price, interest shall cease to accrue on Notes or portions thereof purchased. (d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations to the extent such laws or regulations are applicable in connection with each purchase the repurchase of the Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Company will shall comply with the applicable securities laws and regulations and by so doing will shall not be deemed to have breached its obligations under described in this Section 4.10Indenture by virtue thereof.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, ; (ii) in the event of an Asset Sale involving assets having a fair market value in excess of $5.0 million (or in excess of $10.0 million in the case of the sale of Company stores), such fair market value is determined by the Company's Board of Directors of the Company and evidenced by a resolution of that the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and and (iii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalents; provided. For purposes of this provision, however, thateach of the following shall be deemed to be cash: (A) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company (or the any Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, ; (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash (to the extent of the cash received in that cashconversion), and ; and (C) Additional Assets any Designated Noncash Consideration received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received since the date of this Indenture pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (i) $40.0 million and (ii) 10% of Total Assets 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). Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, Proceeds at its option, : (i) to repay permanently Indebtedness that is pari passu with the Notes and, Senior Debt or Guarantor Senior Debt (and to correspondingly reduce commitments if the Indebtedness Senior Debt or Guarantor Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; borrowings); (ii) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of of, another company that is engaged in a Permitted Business; ; (iii) to make a capital expenditure in a Permitted Businessexpenditure; or and/or (iv) to acquire Additional Assets; provided assets that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreementare used or useable in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this preceding paragraph shall be deemed to will constitute "Excess Proceeds." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,00015.0 million, the Company shall will make an offer Asset Sale Offer to all Holders of Notes, as well as Notes and all holders of other Indebtedness that is pari passu with the Notes and that has containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the benefit proceeds of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to the date of purchase, and will be payable in cash. The Company may use If any Excess Proceeds remaining remain after consummation of an Asset Sale Offer Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedbasis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10.

Asset Sales. (a) The Company shall Parent will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless unless: (i) the Company Parent (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the consideration therefor received in the Asset Sale by the Company Parent or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalents; provided. For purposes of this provision, however, thateach of the following will be deemed to be cash: (A) any liabilities liabilities, as recorded on the balance sheet of the Company (Parent or the any Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Note Guarantee) ), that are assumed by the transferee of any such assets and as a result of which the assets pursuant Parent and its Restricted Subsidiaries are no longer obligated with respect to a customary novation agreement that releases the transferor from such liabilities or are indemnified against further liability, liabilities; (B) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company Parent or the such Restricted Subsidiary into cash (or Cash Equivalents within 120 days following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents received in that cash), and conversion; (C) Additional Assets any Capital Stock or assets of the kind referred to in clauses (iii) or (v) of Section 4.10(b); (D) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent and each other Restricted Subsidiary are released from any Guarantee of such Indebtedness in connection with such Asset Sale; and (E) consideration consisting of Indebtedness of the Issuer or any Guarantor (other than Indebtedness that is by its terms subordinated to the Notes or any Note Guarantee) received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. from Persons who are not the Parent or any Restricted Subsidiary. (b) Within 360 365 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company Parent (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, Proceeds (at its option, the option of the Parent or Restricted Subsidiary): (i) to purchase the Notes pursuant to an offer to all holders of Notes; provided that, all Holders shall be offered the same offer price for the Notes, plus accrued and unpaid interest to (but not including) the date of purchase (a “Notes Offer”); (ii) to purchase, prepay or redeem or repay permanently Indebtedness that which is pari passu in right of payment with the Notes or any of the Note Guarantees and secured in whole or part by the Collateral and, subject to the proviso below, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; ; (iiiii) to acquire all or substantially all of the assets of, or a majority of the Voting any Capital Stock of of, another company that is engaged in a Permitted Business; , if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary; (iiiiv) to make a capital expenditure expenditure; (v) to acquire other assets (other than Capital Stock) that are used or useful in a Permitted Business; ; (vi) to the extent such Net Proceeds derive from an Asset Sale in respect of an asset which immediately prior to such Asset Sale did not constitute Collateral, to repurchase, prepay, redeem or repay Indebtedness and, subject to the proviso below, if the Indebtedness repaid is revolving credit indebtedness, to correspondingly reduce commitments with respect thereto, of a Restricted Subsidiary which is not a Guarantor, or Indebtedness of the Issuer or a Guarantor that is by its terms not subordinated to the Notes or the applicable Note Guarantee; (vii) enter into a binding commitment to apply the Net Proceeds pursuant to clause (iii), (v) or (ivvi) to acquire Additional Assetsabove; provided that the Company will have complied with this clause (iv) if, within 360 days such binding commitment shall be treated as a permitted application of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after Net Proceeds from the date of such commitment until the agreementearlier of (x) the date on which such acquisition or expenditure is consummated, and (y) the 180th day following the expiration of the aforementioned 365 day period; or (viii) any combination of the foregoing. provided, however, (x) if the Indebtedness repaid pursuant to clauses (ii) and (vi) above is revolving credit indebtedness, the commitments with respect thereto shall not be required to be cancelled to the extent the aggregate principal amount of repayments of revolving credit indebtedness made pursuant to such clauses since the Issue Date does not exceed US$100 million and (y) if the assets sold constitute Collateral, subject to the Agreed Security Principles, the Parent shall pledge or shall cause the applicable Restricted Subsidiary to pledge any acquired Capital Stock or assets (to the extent such assets were of a category of assets included in the Collateral as of the Issue Date) referred to in clause (iii) or (v) above in favor of the Notes on a first-ranking basis (subject to pre-existing Liens and Permitted Collateral Liens). (c) Pending the final application of any such Net Proceeds, the Company Parent (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this Indenture. . (d) Any Net Proceeds from Asset Sales that are not applied or invested used as provided in the first sentence of this paragraph shall be deemed to Section 4.10(b) will constitute "“Excess Proceeds." Within five days of each date on which ” (e) The Issuer may also at any time, and the aggregate amount of Issuer will within 30 Business Days after the Excess Proceeds exceeds $10,000,000exceed US$25.0 million, make an offer (an “Asset Sale Offer”) to all Holders of the Company shall Notes and may make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has or any Note Guarantees with respect to offers to purchase, prepay or redeem with the benefit proceeds of provisions requiring the Company sales of assets to make a similar offer (an "Asset Sale Offer")purchase, to purchase prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premia, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the Notes in any Asset Sale Offer will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchasedamount, plus accrued and unpaid interest and Liquidated DamagesAdditional Amounts, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. The Company may use If any Excess Proceeds remaining remain after consummation of an Asset Sale Offer Offer, the Parent may use those Excess Proceeds for general corporate purposes and any other purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis (or in the manner described in Section 3.02 and Section 13.01), based on the principal amount of Notes and other pari passu Indebtedness so tenderedamounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at to zero. . (f) The Company Issuer will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and all any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with each purchase repurchase of Notes pursuant to an Asset Sale Offer or a Notes Offer. If To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale Offer or Notes Offer provisions of this Section 4.10Indenture, the Company Issuer will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under the Asset Sale Offer or Notes Offer provisions of this Section 4.10Indenture by virtue of such compliance.

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii2) at least 75% of the consideration therefor received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, 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 unsecured or subordinated in right of payment or as to Lien priority to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are within 180 days after such Asset Sale, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; (C) any stock or assets of the kind referred to in Section 4.10(b)(2) or (4) hereof; and (D) any Designated Noncash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (D), not to exceed $5.0 million, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: (1) (a) to repay Indebtedness and other Obligations under the Existing Indenture or the Senior Credit Facility and to correspondingly permanently reduce any revolving commitments with respect thereto and (b) in the case of an Asset Sale of the asset or property of a Foreign Restricted Subsidiary of the Company, to repay Indebtedness and other Obligations under the agreements governing Permitted Debt described in clause (16) of the definition thereof; (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Person engaged in a Permitted Business, if, after giving effect to any such acquisition, the Permitted Business is or becomes a Restricted Subsidiary or a line of business of the Company; (3) to make a capital expenditure; (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; and (5) any combination of the foregoing; provided that in the case of clauses (2), (3) and (4) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary, as the case may be, consists of cash or Cash Equivalents; provided, however, that (A) any liabilities of enters into such commitment with the Company (or the Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities good faith expectation that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of the assets pursuant to a customary novation agreement that releases the transferor from further liability, (B) any securities, notes or other obligations received from the transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the Restricted Subsidiary into cash (to the extent of that cash), and (C) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any such Net Proceeds from an Asset Sale, the Company may apply will be applied to satisfy such Net Proceeds, at its option, (i) to repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed commitment within 180 days after of such commitment and, in the date of event any such commitment is later cancelled or terminated for any reason before the agreementNet Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein or if such cancellation or termination occurs later than the 360-day period referred to below, shall constitute Excess Proceeds. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this Indenture. . (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence second paragraph of this paragraph shall be deemed to covenant will constitute "“Excess Proceeds." ” Within five 15 days of each date on which after the aggregate amount of Excess Proceeds exceeds $10,000,00012.5 million, the Company shall will make an offer (an “Asset Sale Offer”) to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of with the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to the date of purchase, and will be payable in cash. The Company may use If any Excess Proceeds remaining remain after consummation of an Asset Sale Offer Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on for definitive Notes but subject to the principal amount procedures of Notes and other pari passu Indebtedness so tenderedthe Depositary for Global Notes. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (d) The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and premium, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date. Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, which contains all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: (1) that the Asset Sale Offer is being made pursuant to this Section 4.10 and the length of time the Asset Sale Offer will remain open; (2) the Offer Amount, the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date; (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1.00 only; provided that no Notes in denominations of $2,000 or less may be redeemed or purchased in part, or if a PIK Payment has occurred, no Notes of $1.00 or less shall be redeemed or purchased in part; (6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if the aggregate principal amount of Notes surrendered by the Holders exceeds the Offer Amount, the Trustee will select the Notes to be purchased on a pro rata basis; and (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.10. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date. If less than all of the Notes are to be purchased in an Asset Sale Offer at any time, the Trustee will select Notes for purchase on a pro rata basis, by lot or other method in any case the Trustee considers appropriate, with respect to Global Notes, subject to the rules and procedures of the Depositary unless otherwise required by law or applicable stock exchange requirements, not less than 30 nor more than 60 days prior to the Purchase Date by the Trustee from the outstanding Notes not previously purchased. The Trustee will promptly notify the Company in writing of the Notes selected for purchase and, in the case of any Note selected for partial purchase, the principal amount thereof to be purchased. Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of $1.00; provided that if all of the Notes of a Holder are to be purchased, the entire outstanding amount of Notes held by such Holder shall be purchased; provided, further, that no Notes in denominations of $2,000 or less may be purchased in part or if a PIK Payment has occurred, no Notes of $1.00 or less shall be purchased in part. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes purchased also apply to portions of Notes purchased. No later than 10:00 a.m. Eastern time on the Purchase Date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued interest or premium, if any, on all Notes to be purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the purchase price of, and accrued interest or premium, if any, on all Notes to be purchased. If the Company complies with the provisions of the preceding paragraph, on and after the Purchase Date, interest will cease to accrue on the Notes or the portions of Notes purchased. If a Note is purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note purchased is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. (e) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase repurchase of Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.104.10 by virtue of such compliance.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; ) of the assets or Equity Interests issued or sold or otherwise disposed of and (iiiii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or and Cash Equivalents; provided, however, that provided that the amount of (Ax) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company (or the any Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranteeguarantee thereof) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, liability and (By) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash or Cash Equivalents (to the extent of that cashthe cash and Cash Equivalents received), and (C) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (ia) to repay permanently Indebtedness that is pari passu with Senior Debt of the Notes andCompany or a Subsidiary Guarantor, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (iib) to acquire all or substantially all the acquisition of a majority of the assets of, or a majority of the Voting Stock of, another Permitted Business, the making of another company a capital expenditure or the acquisition of other long-term assets that is engaged are used or useful in a Permitted Business; Business or (iiic) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the acquisition by the Company will have complied with this clause (iv) if, within 360 days or a Restricted Subsidiary of Equity Interests in any Restricted Subsidiary of the Asset SaleCompany, which Equity Interests are owned by a Person other than the Company has entered into or an agreement covering the acquisition which is thereafter completed within 180 days after the date Affiliate of the agreementCompany. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall will be deemed to constitute "Excess Proceeds." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall will be required to make an offer to all Holders of Notes, as well as Notes and all holders of other Indebtedness that is pari passu containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the Notes and that has the benefit proceeds of provisions requiring the Company to make a similar offer sales of assets (an "Asset Sale Offer"), ) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The , at an offer price will be in cash in an amount equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture and such other Indebtedness. The Company may use To the extent that any Excess Proceeds remaining remain after consummation of an Asset Sale Offer Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedbasis. Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Certain procedures regarding Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Offers are set forth in Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.103.09 hereof.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the such Restricted Subsidiary of the CompanySubsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; ) of the assets or Equity Interests issued or sold or otherwise disposed of and (iiiii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalents; provided, however, that provided that the amount of (Aa) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company (or the such Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary GuaranteeNote Guarantee thereof) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, liability and (Bb) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company or the such Restricted Subsidiary into cash (to the extent of that cash), and (Cthe cash received) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after of the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company or any of its Restricted Subsidiaries may apply such Net Proceeds, at its option, (ia) to repay permanently Indebtedness that is pari passu Senior Debt of the Company or any of its Restricted Subsidiaries or to provide cash collateral with respect to any letters of credit outstanding under the Notes Credit Facility and, if the Indebtedness repaid is revolving credit Indebtednessin each case, to correspondingly reduce the lenders' commitments with respect thereto; thereto in the case of revolving borrowings or (iib) to acquire all or substantially all the acquisition of a controlling interest in another business, the assets or a majority making of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreementother long-term assets. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings Senior Debt or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall be required to make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), ) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The Proceeds at an offer price will be in cash in an amount equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, thereof; plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in this Indenture. The To the extent that the aggregate principal amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedbasis. Upon completion of each an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale (excluding for this purpose an Event of Loss) unless (ia) the Company (or the such Restricted Subsidiary of the CompanySubsidiary, 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 accordance with the definition of such term, the results of which determination shall be set forth in an Officers’ Certificate delivered to the Trustee) of the assets properties, assets, rights or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iiib) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalents; provided, however, that that the amount of (Ai) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company (or the such Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of the assets any such assets, properties, rights or Equity Interests pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, (Bii) Liquid Securities and (iii) any securities, notes or other obligations received from the transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of that cash), and (C) Additional Assets the cash received in an exchange-of-assets transaction that conversion) shall all each be deemed to be cash Cash Equivalents for purposes of this provisionSection 4.10. Within 360 365 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset SaleSale (including, without limitation, any Event of Loss), the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, Proceeds to (ia) to permanently repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all any portion of the principal of any secured Indebtedness (to the extent of the fair value of the assets collateralizing such Indebtedness, as determined by the Board of Directors) or (b) acquire (including by way of a majority purchase of assets or stock, merger, consolidation or otherwise) Productive Assets, provided that if the Company or such Restricted Subsidiary enters into a binding agreement to acquire such Productive Assets within such 365-day period, but the consummation of the Voting Stock of another company that is engaged in a Permitted Business; (iii) transactions under such agreement has not occurred within such 365-day period, and the agreement has not been terminated, then the 365-day period will be extended to make a capital expenditure in a Permitted Business; or (iv) 18 months to acquire Additional Assetspermit such consummation; provided that further, however, if such consummation does not occur, or such agreement is terminated within such 18-month period, then the Company will have complied with this clause (iv) ifmay apply, or cause such Restricted Subsidiary to apply, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 90 days after the end of the 18-month period or the effective date of the agreementsuch termination, whichever is earlier, such Net Proceeds as provided in clauses (a) and (b) of this paragraph. Pending the final application of any such Net Proceeds, the Company or any such Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including borrowings under the Credit Facility, or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence clauses (a) and (b) of this paragraph shall be deemed to constitute "“Excess Proceeds." ” Within five 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00020,000,000, the Company shall make commence an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The Proceeds at an offer price will be in cash in an amount equal to 100% of the principal amount of Notes and other Indebtedness to be purchasedthereof, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof; provided, however, that, if the Company is required to apply such Excess Proceeds to purchase, or to offer to purchase, any Pari Passu Indebtedness, the Company shall only be required to offer to purchase the maximum principal amount of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. The To the extent that the aggregate principal amount of Notes tendered pursuant to an Asset Sale Offer is less than the amount that the Company is required to purchase, the Company may use any remaining Excess Proceeds remaining after consummation of an Asset Sale Offer for general corporate purposes in any purpose manner not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceedsthat the Company is required to purchase, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on (with such adjustments as may be deemed appropriate by the principal amount Trustee so that only Notes in minimum denominations of Notes $2,000 and other pari passu Indebtedness so tenderedintegral multiples of $1,000 in excess thereof, shall be purchased). Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company will comply with shall not, and shall not permit any Restricted Subsidiary to, enter into or suffer to exist any agreement (other than any agreement governing the requirements Credit Facility) that would place any restriction of Rule 14e-1 under the Exchange Act and all any kind (other applicable securities laws and regulations in connection with each purchase of Notes than pursuant to law or regulation) on the ability of the Company to make an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10.

Asset Sales. The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (ia) the Company The Borrower (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iiib) at least 75% of the consideration therefor received in the Asset Sale by the Company Borrower or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalents; provided. For purposes of this provision, however, thateach of the following will be deemed to be cash: (Ai) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be)liabilities, as shown on its the Borrower’s most recent consolidated balance sheet sheet, of the Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes or any Subsidiary GuaranteeObligations) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Borrower or such Restricted Subsidiary from further liability, ; (Bii) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company Borrower or the such Restricted Subsidiary into cash (within 180 days of the receipt of such securities, notes or other obligations, to the extent of that cash), and (C) Additional Assets the cash received in an exchange-of-that conversion; (iii) any stock or assets transaction shall all be deemed to be cash for purposes acquired in connection with a reinvestment of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Sale Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (i) to repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire (x) all or substantially all of the assets of, or a majority of the Voting any Capital Stock of of, another company that is Person engaged primarily in a Permitted Business; , if, after giving effect to any such acquisition of Capital Stock, such Person is or becomes a Restricted Subsidiary of the Borrower and (iiiy) to make a other assets (that are not inventory or working capital expenditure unless the sold assets were inventory or working capital) that are used or useful in a Permitted Business, and any assets as described in preceding clauses (x) and (y) acquired in exchange for the assets being disposed of pursuant to the respective Asset Sale; or and (iv) to acquire Additional Assets; provided that any Designated Noncash Consideration received by the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of Borrower or any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds Restricted Subsidiary in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase. The Company may use any Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds having an aggregate Fair Market Value not to exceed the amount greater of Excess Proceeds(x) $125,000,000 or (y) 2.5% of Consolidated Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tendered. Upon completion Fair Market Value of each Asset Sale Offer, item of Designated Noncash Consideration being measured at the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act time received and all other applicable securities laws and regulations without giving effect to subsequent changes in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10value.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an any Asset Sale unless unless: (i) the Company (or the any of its Restricted Subsidiary of the CompanySubsidiaries, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the Capital Stock, assets or Equity Interests issued or property sold or otherwise disposed ofof pursuant to such Asset Sale; and (ii) to the extent that the assets sold in such Asset Sale were part of the Collateral, the assets received as non-cash consideration shall not be Excluded Assets and are required to be pledged as Collateral pursuant to the Collateral Documents reasonably promptly after receipt by the Company or a Restricted Subsidiary thereof. For purposes of this clause (ii) the fair market value is determined by amount of: (A) any liabilities (as shown on the Board Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto for which internal financial statements are available immediately preceding such date or, if incurred or accrued subsequent to the date of Directors such balance sheet, such liabilities that would have been reflected on the Company’s or such Restricted Subsidiary’s balance sheet or in the notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet in the good faith determination of the Company) of the Company and evidenced or any Restricted Subsidiary (other than liabilities that are by a resolution of that Board of Directors set forth in an Officers' Certificate delivered their terms subordinated to the Trustee; and (iiiNotes) at least 75% that are extinguished in connection with the transactions relating to such Asset Sale, or that are assumed by the transferee of the consideration therefor received by any such assets, property or Capital Stock, in each case, pursuant to an agreement that releases or indemnifies the Company or such Restricted Subsidiary, as the case may be, consists of cash or Cash Equivalents; provided, however, that (A) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of the assets pursuant to a customary novation agreement that releases the transferor from further liability, liability therefor; and (B) any securities, notes or other obligations or other assets or property received by the Company or any Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of that cashthe cash or Cash Equivalents received), in each case within 180 days following the receipt thereof; and (C) Additional Assets received in an exchange-of-assets transaction shall all each be deemed to be cash for purposes of this provision. Cash Equivalents. (b) Within 360 180 days after the Company’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Company or a Restricted Subsidiary, at its option, may apply an amount equal to the Net Cash Proceeds from such Asset Sale (or any portion thereof) as follows: (i) if such Net Cash Proceeds are from an Asset Sale that is not a disposition of Collateral, to repay, prepay, defease, redeem, reduce, purchase or otherwise retire (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings): (x) Indebtedness of the Company (other than any Disqualified Equity Interest or subordinated obligations) that is secured by a Lien on assets that do not constitute a part of the Collateral (other than Indebtedness owed to an Affiliate of the Company) or (y) Indebtedness of a Restricted Subsidiary (other than any Disqualified Equity Interest or subordinated Guarantees) that is secured by a Lien on assets that do not constitute a part of the Collateral (other than Indebtedness owed to the Company or an Affiliate of the Company); (ii) if such Net Cash Proceeds are from an Asset Sale that is not a disposition of Collateral, in the case of an Asset Sale by a Restricted Subsidiary that is not a Note Guarantor, to repay, prepay, defease, redeem, reduce, purchase or otherwise retire (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) Indebtedness of such Restricted Subsidiary or any other Restricted Subsidiary that is not a Note Guarantor; (iii) to repay, prepay, defease, redeem, reduce, purchase or otherwise retire the Notes by, at its option (i) redeeming Notes as provided under Section 15.01, (ii) purchasing Notes through open market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof), or (iii) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100.0% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; (iv) to make an investment in, purchase or otherwise acquire any one or more businesses, assets (other than working capital assets), properties or capital expenditures, in each case used or useful in the Company’s business or to make payments (including without limitation prepayments and progress payments) in connection with such investment, purchase or other acquisition; provided, that if such investment, purchase or acquisition is in the form of the acquisition of Capital Stock of a Person, such investment, purchase or acquisition results in such Person becoming a Restricted Subsidiary; provided, further, that the assets acquired with the Net Cash Proceeds of a disposition of Collateral shall not be Excluded Assets and are required to be pledged as Collateral pursuant to the Collateral Documents reasonably promptly after receipt by the Company or a Restricted Subsidiary thereof; (v) to make an investment in, purchase or otherwise acquire any one or more businesses, assets (other than working capital assets) or properties that replace the businesses, assets and/or properties that are the subject to such Asset Sale; provided, that the assets acquired with the Net Cash Proceeds of a disposition of Collateral shall not be Excluded Assets and are required to be pledged as Collateral pursuant to the Collateral Documents reasonably promptly after receipt by the Company or a Restricted Subsidiary thereof; or (vi) any combination of the foregoing, provided, that the Company and its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (i) will be deemed to repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this the provisions described in clause (iv) ifor (v) of this Section 4.14(b) if and to the extent that, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date Company’s or any Restricted Subsidiary’s receipt of such Net Cash Proceeds, the Company or a Restricted Subsidiary, as applicable, has entered into and not abandoned or rejected a binding agreement to make an investment, purchase or other acquisition in compliance with the provision described in clause (iv) or (v) of this Section 4.14(b), and that investment, purchase or other acquisition is thereafter completed within 90 days after the end of such 180-day period. (c) Notwithstanding the foregoing, to the extent that repatriation to the United States of any or all of the agreementNet Cash Proceeds of any Asset Sales by a Foreign Subsidiary (x) is prohibited or delayed by applicable local law or (y) would have a material adverse tax consequence (taking into account any foreign tax credit or other net benefit actually realized in connection with such repatriation that would not otherwise be realized), as determined by the Company in its sole discretion, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this covenant; provided that clause (x) of this paragraph shall apply to such amounts so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law and is not subject to clause (y) of this paragraph, then, an amount equal to such Net Cash Proceeds will be promptly applied (net of additional taxes that would be payable or reserved against as a result of repatriating such amounts) in compliance with this covenant. The time periods set forth in this covenant shall not start until such time as the Net Cash Proceeds may be repatriated (whether or not such repatriation actually occurs). (d) Pending the final application of any such Net Cash Proceeds, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness (including under a revolving credit borrowings debt facility) or otherwise invest or utilize such Net Cash Proceeds in any manner that is not prohibited by this Indenture. Any amount of Net Cash Proceeds from any Asset Sales Sale that are is not applied or invested as provided and within the time period set forth in Section 4.14(b) will be deemed to constitute “Excess Proceeds”; provided, that any amount of proceeds offered to Holders pursuant to clause (iii) of Section 4.14(b) or pursuant to an Asset Sale Offer made at any time after the first sentence of this paragraph Asset Sale shall be deemed to constitute "have been applied as required and shall not be deemed to be Excess Proceeds." Within five days of each date on Proceeds without regard to the extent to which such offer is accepted by the Holders. When the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall will be required to make an offer (an “Asset Sale Offer”) to all Holders of Notes and, to the extent required by the terms of other pari passu Indebtedness, to all holders of other pari passu Indebtedness outstanding with similar provisions requiring the Company (or the Note Guarantor, as applicable) to make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is purchase such pari passu Indebtedness with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "proceeds from any Asset Sale Offer")Sale, to purchase the maximum principal amount of Notes and any such other pari passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds. The , at an offer price will be in cash in an amount equal to 100100.0% of the principal amount of the Notes and other pari passu Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damagesto (but not including) the date of purchase (or such lesser price with respect to the pari passu Indebtedness, if any, as may be provided by the terms of such Indebtedness), in accordance with the procedures set forth in this Indenture or the agreements governing the pari passu Indebtedness, as applicable. (e) To the extent that the aggregate amount of Notes and pari passu Indebtedness so properly tendered and not withdrawn pursuant to an Asset Sale Offer is less than the date of purchase. The Excess Proceeds, the Company may use any remaining Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount selection of Notes and other pari passu Indebtedness so tenderedfor purchase will be made by the Company in a manner consistent with Section 15.02(d). Upon completion of each such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10.

Asset Sales. The Company Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (ia) the Company Partnership (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, ; (iib) the such fair market value is determined by the Partnership’s Board of Directors of the Company and evidenced by a resolution of that the Board of Directors as set forth in an Officers' ’ Certificate delivered to the Trustee; and (iiic) at least 75% of the consideration therefor received by the Company Partnership or such Restricted Subsidiary is in the form of cash. For purposes of this provision and not for purposes of the definition of “Net Proceeds” (except to the extent set forth in such definition with respect to the conversion of non-cash proceeds to cash), each of the following shall be deemed to be cash: (x) any liabilities (as shown on the Partnership’s or such Restricted Subsidiary, as the case may be, consists of cash or Cash Equivalents; provided, however, that (A) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be), as shown on its ’s most recent balance sheet sheet) of the Partnership or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Restricted Subsidiary’s Guarantee) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Partnership or such Restricted Subsidiary from further liability, ; and (By) any securities, notes Notes or other obligations received by the Partnership or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company Partnership or the such Restricted Subsidiary into cash (to the extent of that cash), and (C) Additional Assets the cash received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provisionthat conversion). Within 360 270 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company Partnership or the Restricted Subsidiary may apply such Net Proceeds, at its option, (i) to repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) Proceeds to make a capital expenditure expenditure, improve real property or acquire long-term assets that are used or useful in a Permitted Businessline of business permitted under Section 4.14 hereof; or (iv) to acquire Additional Assets; provided provided, however, that the Company will have complied with this clause (iv) ifPartnership or the Restricted Subsidiary, within 360 days as the case may be, grants to the Trustee, on behalf of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date Holders of the agreementNotes a first priority perfected security interest, subject to Permitted Liens, on any such property or assets acquired or constructed with the Net Proceeds of any Asset Sale on the terms set forth herein. Pending the final application of any such Net Proceeds, the Company Partnership or the applicable Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this IndentureCash Equivalents held in an account in which the Trustee shall have a first priority perfected security interest, subject to Permitted Liens, for the benefit of the Holders of the Notes. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this preceding paragraph shall be deemed to will constitute "“Excess Proceeds." ” Within five ten days of each following the date on which that the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall Partnership will make an offer (an “Asset Sale Offer”) to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, Interest to the date of purchase, and will be payable in cash. The Company may use If any Excess Proceeds remaining remain after consummation of an Asset Sale Offer Offer, the Issuers may use such Excess Proceeds for any purpose not otherwise prohibited by this IndentureIndenture and the Collateral Documents. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on in the principal amount of Notes and other pari passu Indebtedness so tenderedmanner described under Section 3.02 hereof. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10.

Asset Sales. The Company shall notNo Obligor will, and shall not permit any of its Restricted Subsidiaries todirectly or indirectly, consummate or enter into a binding commitment to consummate an Asset Sale unless unless: (i1) the Company (or the Restricted Subsidiary of the Companysuch Obligor, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or of which other disposition is made (as determined reasonably and in good faith by the Board of such Obligor), and (2) at least 75% of the consideration received by such Obligor from such Asset Sale will be cash or Cash Equivalents and will be received at the time of the consummation of any such Asset Sale. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities as shown on the Obligors’ most recent balance sheet (or in the notes thereto) (other than (i) Indebtedness subordinate in right of payment to the Notes, (ii) contingent liabilities, (iii) liabilities or Indebtedness to Affiliates of the Company and (iv) Non-Recourse Indebtedness) that are assumed by the transferee of any such assets, and (B) to the extent of the cash received, any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by such Obligor into cash within 90 days of receipt. Notwithstanding the foregoing, an Obligor may consummate an Asset Sale without complying with the foregoing provisions if: (1) such Obligor receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests other property sold, issued or otherwise disposed of (as evidenced by a resolution of the Board of such Obligor) as set forth in an Officers’ Certificate delivered to the Trustee, (2) the transaction constitutes a “like-kind exchange” of the type contemplated by Section 1031 of the Internal Revenue Code, and (3) the consideration for such Asset Sale constitutes Productive Assets; provided that any non-cash consideration not constituting Productive Assets received by such Obligor in connection with such Asset Sale that is converted into or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, consists of for cash or Cash Equivalents; provided, however, that (A) Equivalents at any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of the assets pursuant to a customary novation agreement that releases the transferor from further liability, (B) any securities, notes or other obligations received from the transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the Restricted Subsidiary into cash (to the extent of that cash), and (C) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within time within 360 days after such Asset Sale and any Productive Assets constituting cash or Cash Equivalents received by such Obligor in connection with such Asset Sale shall constitute Net Cash Proceeds subject to the receipt by provisions set forth above. Upon the Company or any consummation of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may or the affected Obligor will be required to apply all Net Cash Proceeds that are received from such Net Proceeds, at its option, (i) to repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, Asset Sale within 360 days of the Asset Salereceipt thereof either: (1) to reinvest (or enter into a binding commitment to invest, the Company has entered into an agreement covering the acquisition which if such investment is thereafter completed effected within 180 360 days after the date of such commitment) in Productive Assets or in Asset Acquisitions not otherwise prohibited by this Indenture, or (2) to permanently prepay or repay Indebtedness of any Obligor other than Indebtedness that is subordinate in right of payment to the agreementNotes. Pending the final application of any such Net Cash Proceeds, the Company Obligors may temporarily reduce revolving credit borrowings Indebtedness or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by this Indenture. Any On the 361st day after an Asset Sale or such earlier date, if any, as the Board of the Company or the affected Obligor determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (1) or (2) of the preceding paragraph (each a “Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which the Offer Trigger Date”), such aggregate amount of Excess Net Cash Proceeds exceeds $10,000,000which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (1) or (2) of the preceding paragraph (each a “Net Proceeds Offer Amount”), will be applied by the Company shall to make an offer to all Holders of Notespurchase (the “Net Proceeds Offer”), as well as all holders of other Indebtedness that is pari passu in accordance with the procedures set forth in Section 3.09 hereof, on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, on a pro rata basis (A) Notes and that has the benefit of provisions requiring the Company to make at a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will be in cash equal to 100% of the aggregate principal amount of Notes and other Indebtedness to be purchasedNotes, in each case, plus accrued and unpaid interest and Liquidated Damages, if any, thereon on the Net Proceeds Offer Payment Date and (B) the outstanding 9.25% Notes, 8.75% Notes or other Indebtedness Incurred by the Company which is pari passu with the Notes, in each case to the date of purchase. The Company may use extent required by the terms thereof; provided that if at any Excess Proceeds remaining time within 360 days after consummation of an Asset Sale Offer any non-cash consideration received by the Company or the affected Obligor in connection with such Asset Sale is converted into or sold or otherwise disposed of for any purpose not otherwise prohibited by cash, then such conversion or disposition will be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof will be applied in accordance with this IndentureSection. If To the extent that the aggregate principal amount of Notes, 9.25% Notes, 8.75% Notes and or other pari passu Indebtedness tendered into pursuant to the Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Obligors may use any remaining proceeds of such Asset Sale Offer exceeds Sales for general corporate purposes (but subject to the amount other terms of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedthis Indenture). Upon completion of each Asset Sale a Net Proceeds Offer, the Net Proceeds Offer Amount relating to such Net Proceeds Offer will be deemed to be zero for purposes of any subsequent Asset Sale. In the event that a Restricted Subsidiary consummates an Asset Sale, only that portion of the Net Cash Proceeds therefrom (including any Net Cash Proceeds received upon the sale or other disposition of any noncash proceeds received in connection with an Asset Sale) that are distributed to or received by any Obligor will be required to be applied by the Obligors in accordance with the provisions of this paragraph. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $10 million the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of Excess all Net Proceeds shall Offer Amounts arising subsequent to September 25, 2003 from all Asset Sales by the Obligors in respect of which a Net Proceeds Offer has not been made aggregate at least $10 million at which time the affected Obligor will apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (each date on which the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $10 million or more will be reset at zerodeemed to be a Net Proceeds Offer Trigger Date). In connection with any Asset Sale with respect to assets having a book value in excess of $10 million or as to which it is expected that the aggregate consideration therefor to be received by the affected Obligor will exceed $10 million in value, such Asset Sale will be approved, prior to the consummation thereof, by the Board of the applicable Obligor. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase repurchase of Notes pursuant to an Asset Sale a Net Proceeds Offer. If To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.104.10 by virtue of such compliance.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; ) of the assets or Equity Interests issued or sold or otherwise disposed of and (iiiii) for any Asset Sale other than an Asset Sale of Unrestricted Margin Stock at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalents; provided, however, that provided that the amount of (Ax) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company (or the any Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Senior Notes or any Subsidiary Guaranteeguarantee thereof) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, liability and (By) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) promptly converted by the Company or the such Restricted Subsidiary into cash (to the extent of that cashthe cash received), and (C) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 270 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset SaleSale other than an Asset Sale of Unrestricted Margin Stock, the Company may apply such Net Proceeds, at its option, (ia) to repay permanently reduce Indebtedness that is pari passu with under the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to Credit Facilities (and correspondingly reduce commitments thereunder) or to permanently reduce other Senior Indebtedness of the lenders' commitments with respect thereto; Company or any Guarantor or (iib) to acquire all or substantially all the acquisition of the assets or a majority of the Voting Stock of another company that is engaged controlling interest in a Permitted Business; (iii) to make , the making of a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreementother long-term assets (collectively "Replacement Assets"). Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales Sales, other than an Asset Sale of Unrestricted Margin Stock, that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall be required to make an offer Asset Sale Offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Senior Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), Additional Senior Notes to purchase the maximum principal amount of Senior Notes and such other pari passu Indebtedness Additional Senior Notes that may be purchased out of the Excess Proceeds. The , at an offer price will be in cash in an amount equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, to the date of purchase, in accordance with the procedures set forth in Section 3.09 of this Indenture. The Company may use any Excess Proceeds remaining after consummation To the extent that the aggregate amount of Senior Notes and Additional Senior Notes tendered pursuant to an Asset Sale Offer is less than or equal to the Excess Proceeds, the Company (or such Subsidiary) may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. If the aggregate principal amount of Senior Notes and other pari passu Indebtedness tendered into such Asset Sale Offer Additional Senior Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes and other pari passu Indebtedness Additional Senior Notes to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedbasis. Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an Asset Sale unless any sale of assets (i) other than sales of inventories, goods, fixtures, and accounts receivable in the ordinary course of business, and sales of assets to the Company (or the Restricted a wholly owned Subsidiary of the Company, as the case may be) receives consideration at the time of unless such Asset Sale at least equal to the sale is for fair market value and, in the case of individual sales of assets for which the assets or Equity Interests issued or sold or otherwise disposed ofconsideration received (including liabilities assumed) is more than $25.0 million, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the consideration therefor received (other than liabilities assumed) consists of either (a) any combination of cash, cash equivalents, or promissory notes secured by letters of credit or similar assurances of payment issued by commercial banks of recognized standing or (b) capital asset contributions or capital expenditures made for or on behalf of the Company or such Restricted Subsidiarya Subsidiary by a third party. Asset sales not subject to Section 3.8 below shall be presumed to be for fair market value if the consideration received is less than $25.0 million and shall be conclusively presumed to have been for fair market value if the transaction is determined by the Board of Directors to be fair, as the case may befrom a financial point of view, consists of cash or Cash Equivalents; provided, however, that (A) any liabilities of the Company (or the Restricted Subsidiary of to the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of the assets pursuant to a customary novation agreement that releases the transferor from further liability, (B) any securities, notes or other obligations received from the transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the Restricted Subsidiary into cash (to . To the extent of that cash), and (C) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (i) to repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of cash proceeds (net of all legal, title, and recording tax expenses, commissions, and other fees and expenses incurred, and all federal, state, provincial, foreign, and local taxes and reserves required to be accrued as a liability, as a consequence of such sales of assets, and net of all payments made on any Indebtedness which is secured by such assets in accordance with the terms of any Liens upon or with respect to such assets or which must by the terms of such Lien, or in order to obtain a necessary consent to such sale or by applicable law be repaid out of the proceeds from such sales of assets, and net of all distributions and other payments made to minority interest holders in Subsidiaries or joint ventures as a result of such sales of assets) from such sales of assets that shall not have been reinvested in the business of the Company or its Subsidiaries or used to reduce Senior Indebtedness of the Company or its Subsidiaries within 12 months of the receipt of such proceeds (with cash equivalents being deemed to be proceeds upon receipt of such cash equivalents and cash payments under promissory notes secured as aforesaid being deemed to be proceeds upon receipt of such payments) shall exceed $100.0 million ("Excess Proceeds exceeds $10,000,000Sale Proceeds") from time to time, the Company shall make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu repurchase pursuant to an Offer to Purchase Senior Notes with the Notes and that has the benefit of provisions requiring the Company to make a similar offer such Excess Sale Proceeds (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase. The Company may use any Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis with any other Senior Indebtedness of the Company or its Subsidiaries required by the terms of such Indebtedness to be repurchased with such Excess Sale Proceeds, based on the principal amount of such Senior Indebtedness required to be repurchased) at 100% of principal amount, plus accrued and unpaid interest, and to pay related costs and expenses. Such Offer to Purchase shall be made by mailing of a Notice to the Trustee and to each Holder at the address appearing in the Security Register, by first class mail, postage prepaid, by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company, on a date selected by the Company not later than 12 months from the date such Offer to Purchase is required to be made pursuant to the immediately preceding sentence. To the extent that the aggregate purchase price for Senior Notes and or other pari passu Senior Indebtedness so tendered. Upon completion of each Asset Sale Offertendered pursuant to such offer to repurchase is less than the aggregate purchase price offered in such offer, the an amount of Excess Sale Proceeds equal to such shortfall shall cease to be Excess Sale Proceeds and may thereafter be used for general corporate purposes. On the Purchase Date, the Company shall (i) accept for payment Senior Notes or portions thereof tendered pursuant to the Offer to Purchase in an aggregate principal amount equal to the Purchase Amount (selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for purchase of portions (equal to $1,000 or an integral multiple of $1,000) of the principal amount of Senior Notes of a denomination larger than $1,000), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Senior Notes or portions thereof so accepted, and (iii) deliver to the Trustee Senior Notes so accepted. The Paying Agent shall promptly mail to the Holders of Senior Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Senior Note equal in principal amount to any unpurchased portion of each Senior Note surrendered. Election of the Offer to Purchase by a Holder shall (unless otherwise provided by law) be irrevocable. The payment of accrued interest as part of any repurchase price on any Purchase Date shall be reset at zerosubject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such Purchase Date. The If an Offer to Purchase Senior Notes is made, the Company will shall comply with the requirements of Rule 14e-1 all tender offer rules, including but not limited to Section 14(e) under the Exchange Act and all other Rule 14e-1 thereunder, to the extent applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed such Offer to have breached its obligations under this Section 4.10Purchase.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the such Restricted Subsidiary of the CompanySubsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Managers set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of, of and (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, consists is in the form of cash or Cash Equivalents; provided, however, that provided that the amount of (Ax) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company (or the any Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranteeguarantee thereof) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, liability and (By) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company or the such Restricted Subsidiary into cash (to the extent of that cash), and (Cthe cash received) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after Notwithstanding the receipt immediately preceding paragraph, the Company and its Restricted Subsidiaries shall be permitted to consummate an Asset Sale without complying with the prior paragraph if (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or other property sold, issued or otherwise disposed of (as evidenced by a resolution of the Company's Board of Managers set forth in an Officers' Certificate delivered to the Trustee) and (ii) at least 75% of the consideration for such Asset Sale constitutes a controlling interest in a Permitted Business, long-term assets used or useful in a Permitted Business and/or cash or Cash Equivalents; provided that any cash or Cash Equivalents received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Proceeds subject to the provisions of the next succeeding paragraph. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (i) to repay permanently Indebtedness that is pari passu with the Notes Senior Debt and, if in the Indebtedness repaid is case of any Senior Debt under any revolving credit Indebtednessfacility, to correspondingly reduce the lenders' commitments with respect thereto; effect a corresponding commitment reduction under such credit facility, (ii) to acquire all or substantially all the acquisition of the assets or a majority of the Voting Stock of another company that is engaged controlling interest in a Permitted Business; , the making of a capital expenditure or the acquisition of other Additional Assets or (iii) to make a capital expenditure in a Permitted Business; or combination of prepayment and investment permitted by the forgoing clauses (ivi) to acquire Additional Assets; provided that the Company will have complied with this clause and (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreementii). Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall will be deemed to constitute "Excess Proceeds." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall Issuers will be required to make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), ) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The , at an offer price will be in cash in an amount equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture (the first date the aggregate of all such Net Proceeds is equal to $10.0 million or more shall be deemed an "Asset Sale Offer Trigger Date"). The Company Each Asset Sale Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Asset Sale Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Asset Sale Offer, Holders may use elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent that any Excess Proceeds remaining remain after consummation of an Asset Sale Offer Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis based on basis, by lot or in accordance with any other method the principal amount of Notes Trustee considers fair and other pari passu Indebtedness so tenderedappropriate. Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company will Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase the repurchase of Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Section 4.10Indenture, the Company will Issuers shall comply with the applicable securities laws and regulations and by so doing will shall not be deemed to have breached its their obligations under the Asset Sale provisions of this Section 4.10Indenture by virtue thereof.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Company (or the Restricted Subsidiary of the Company, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, ; (ii2) the fair market value is determined by the Company's Board of Directors of the Company and evidenced by a resolution of that the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and and (iii3) at least 75% of the consideration therefor received by the Company or such Restricted SubsidiarySubsidiary is in the form of cash. For purposes of this provision, as each of the case may be, consists of cash or Cash Equivalents; provided, however, thatfollowing shall be deemed to be cash: (A) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be)liabilities, as shown on its the Company's most recent consolidated balance sheet sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, ; (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that within 30 days are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash (cash, to the extent of the cash received in that cash), and conversion; and (C) Additional Assets received long-term assets that are used or useful in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provisiona Permitted Business. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, Proceeds at its option, : (i1) to repay permanently Indebtedness that is pari passu with the Notes Senior Debt and, if the Indebtedness Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; thereto to the extent required by such revolving credit Indebtedness; (ii2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of of, another company that is engaged in a Permitted Business; ; (iii3) to make a capital expenditure expenditure; or (4) to acquire other long-term assets that are used or useful in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this preceding paragraph shall be deemed to will constitute "Excess Proceeds." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, within 30 days thereof, the Company shall will make an offer Asset Sale Offer to all Holders of Notes, as well as Notes and all holders of other Indebtedness that is pari passu with the Notes and that has containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the benefit proceeds of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), sales of assets in accordance with Section 3.10 hereof to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. The Company may use If any Excess Proceeds remaining remain after consummation consumption of an Asset Sale Offer Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the aggregate principal amount of Notes and such other pari passu Indebtedness so properly tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase repurchase of Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.10 or 4.10 of this Section 4.10Indenture, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under those provisions of this Section 4.10Indenture by virtue of such conflict.

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate an any Asset Sale unless unless: (i1) the The Company (or the a Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (determined as of the time of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, of in such Asset Sale (such Fair Market Value to be determined by (i) an executive officer of the Company or such Subsidiary if the value is less than $50.0 million or (ii) the fair market value is determined by the Board of Directors of the Company and evidenced in all other cases by a resolution of that the Company’s Board of Directors set forth in an Officers' Certificate delivered to the Trustee(or of a committee appointed thereby for such purposes)); and and (iii2) at At least 75% of the total consideration therefor from such Asset Sale, together with all other Asset Sales since the date of this Indenture (on a cumulative basis) received by the Company or such Restricted Subsidiary, as the case may be, be consists of cash or Cash Equivalents; providedEquivalents or Marketable Securities. For purposes of this provision, however, thateach of the following shall be deemed to be cash: (A) the amount of any liabilities of the Company (Indebtedness or the Restricted Subsidiary of the Company, as the case may be)other liabilities, as shown on its the Company’s most recent consolidated balance sheet sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and or liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranteethe related Guarantees) that are assumed by the transferee of any such assets and from which the assets pursuant to a customary novation agreement that releases Company or such Restricted Subsidiary, as the transferor from case may be, is validly released by all creditors against further liability, ; (B) the amount of any securities, notes Notes or other obligations received from the such transferee that are contemporaneously (within 180 days following the closing of such Asset Sale, subject to ordinary settlement periods) , converted by the Company or the such Restricted Subsidiary into cash or Cash Equivalents (to the extent of that cashthe cash actually so received), and ; (C) Additional Assets the Fair Market Value of any assets (other than securities) received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any Restricted Subsidiary to be used by the Company or any Restricted Subsidiary in a Permitted Business; (D) any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in an Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (D) that is at that time outstanding, not to exceed the greater of its Restricted Subsidiaries (i) 2.0% of the Company’s Consolidated Total Assets and (ii) $50.0 million at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value; (E) Indebtedness of any Net Proceeds Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with such Asset Sale; and (F) consideration consisting of long-term Indebtedness of the Company (other than Subordinated Indebtedness) received after the date of this Indenture from Persons who are not the Company or any Restricted Subsidiary which is promptly terminated or cancelled by the Company. (b) If the Company or any Restricted Subsidiary engages in an Asset Sale, the Company may or such Restricted Subsidiary shall apply an amount equal to all or any of the Net Proceeds therefrom to: (1) repay Indebtedness under any Credit Facility, and in the case of any such Net Proceedsrepayment under any revolving credit facility, at its optioneffect a permanent reduction in the availability under such revolving credit facility, or repay Indebtedness (iother than Disqualified Stock) to repay permanently Indebtedness of a Restricted Subsidiary that is pari passu with not a Guarantor (other than Indebtedness owed to the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; Company); (ii2) to acquire (A) invest all or substantially all any part of the Net Proceeds thereof in capital expenditures or the purchase of assets to be used by the Company or a majority of the Voting Stock of another company that is engaged any Restricted Subsidiary in a Permitted Business; , (iiiB) to make acquire Equity Interests in a capital expenditure Person that is a Restricted Subsidiary or in a Person engaged primarily in a Permitted Business; Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (ivC) a combination of (A) and (B); or (3) to acquire Additional Assets; provided that fund obligations of the Company will have complied with this clause (iv) if, within 360 days of or any Restricted Subsidiary under the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreementPartnership Parks Agreements. Pending the final application of an amount equal to any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce revolving credit borrowings indebtedness under a Credit Facility, if any, or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from any Asset Sales Sale that are is not applied or invested (or committed pursuant to a written agreement to be applied) as provided in the first sentence preceding paragraph within 365 days after the receipt thereof and, in the case of this paragraph any amount committed to a reinvestment, which are not actually so applied within 180 days following such 365-day period shall be deemed to constitute "“Excess Proceeds." Within five days of each date on which ” When the aggregate cumulative amount of Excess Proceeds exceeds $10,000,00050.0 million aggregate amount in any fiscal year, within 30 days thereof, the Company shall will be obligated to make an offer Excess Proceeds Offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the such Excess Proceeds. The Proceeds at an offer price will be in cash in an amount equal to 100% of the principal amount of Notes and other Indebtedness to be purchasedthereof, plus together with accrued and unpaid interest and Liquidated Damages, if any, to the date fixed for the closing of purchasesuch offer in accordance with the procedures set forth in this Indenture. To the extent the Company or a Restricted Subsidiary is required under the terms of Indebtedness of the Company or such Restricted Subsidiary (other than Subordinated Indebtedness), the Company shall also make a pro rata offer to the holders of such Indebtedness (including the Notes) with such Excess Proceeds. The Company will deliver notice of such Excess Proceeds Offer electronically or by first-class mail, with a copy to the Trustee and each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC, describing the transaction or transactions that constitute the Asset Sale and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by the Indenture and described in such notice. The Company may use satisfy the foregoing obligations with respect to any Excess Net Proceeds remaining after consummation of from an Asset Sale by making an Excess Proceeds Offer for with respect to all Net Proceeds prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to any purpose unapplied Excess Proceeds. To the extent that any portion of Net Proceeds payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not otherwise prohibited exceed the net amount of funds in U.S. dollars that is actually received by this Indenturethe Company upon converting such portion into U.S. dollars. If the aggregate principal amount of Notes and other pari passu parity Indebtedness tendered into such Asset Sale Offer surrendered by holders thereof exceeds the amount of such Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis (except that any Notes represented by a note in global form will be selected by such method as DTC may require), based on the amounts tendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). To the extent that the principal amount of Notes and other pari passu Indebtedness so tenderedtendered pursuant to an Excess Proceeds Offer is less than the amount of such Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes in compliance with the provisions of this Indenture. Upon completion of each Asset Sale an Excess Proceeds Offer, the amount of Excess Proceeds shall be reset at zero. Additionally, the Company may, at its option, make an Excess Proceeds Offer using proceeds from any Asset Sale at any time after the consummation of such Asset Sale. Upon consummation or expiration of any Excess Proceeds Offer, any remaining Net Proceeds shall not be deemed Excess Proceeds and the Company may use such Net Proceeds for any purpose not prohibited by the Indenture. Notwithstanding any other provisions of this Section 4.10, (i) to the extent that any of or all the Net Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Disposition”) is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied in compliance with this covenant so long, but only so long, as the applicable local law, documents or agreements will not permit repatriation to the United States (the Company hereby agreeing to use reasonable efforts (as determined in the Company’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, applicable organizational impediment or other impediment, such repatriated Net Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation could be made) applied (net of additional taxes payable or reserved against as a result thereof) (whether or not repatriation actually occurs) in compliance with this covenant and (ii) to the extent that the Company has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition would have an adverse tax consequence (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Company, any Restricted Subsidiary or any of their respective Affiliates and/or equity owners would incur a tax liability, including a taxable dividend, deemed dividend pursuant to Code Section 956 or a withholding tax), the Net Proceeds so affected will not be required to be applied in compliance with this covenant. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. The Company will be required to comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase repurchase of the Notes pursuant to required in the event of an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws Excess Proceeds Offer and regulations and by so doing will not be deemed to have breached its obligations under Section 3.09 hereof as a result thereof. The provisions of this Section 4.10Indenture relative to the Company’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale may be waived or modified with the written consent of the holders of a majority in principal amount of the outstanding Notes.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, ; (ii2) the fair market value is determined by the Company's Board of Directors of the Company and evidenced by a resolution of that the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and and (iii3) at least 75% of the consideration therefor received in the Asset Sale by the Company or such Restricted SubsidiarySubsidiary is in the form of cash. For purposes of this provision, as each of the case may be, consists of cash or Cash Equivalents; provided, however, thatfollowing will be deemed to be cash: (Aa) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be)liabilities, as shown on its the Company's or such Restricted Subsidiary's most recent balance sheet sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, ; (Bb) any securities, notes or other obligations received from the transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the Restricted Subsidiary into cash (to the extent of that cash), and (C) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any such Restricted Subsidiary from such transferee that are converted within 30 days by the Company or such Restricted Subsidiary into cash, to the extent of its Restricted Subsidiaries the cash received in that conversion; and (c) any payment of Senior Debt secured by the assets sold in the Asset Sale. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such those Net Proceeds, Proceeds at its option, : (i1) to repay permanently Indebtedness that is pari passu with the Notes Senior Debt and, if the Indebtedness Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; ; (ii2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of of, another company Permitted Business; (3) to make capital expenditures; (4) to acquire other long-term assets that is engaged are used or useful in a Permitted Business; or (iii5) to make a capital expenditure in a Permitted Business; or for any combination of clauses (iv1) to acquire Additional Assets; provided that the Company will have complied with this clause through (iv4) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreementabove. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this preceding paragraph shall be deemed to will constitute "Excess Proceeds." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million within five business days thereof, the Company shall will make an offer Asset Sale Offer to all Holders of Notes, as well as Notes and all holders of other Indebtedness that is pari passu with the Notes and that has containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the benefit proceeds of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), sales of assets in accordance with Section 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to the date of purchase, and will be payable in cash. The Company may use If any Excess Proceeds remaining remain after consummation of an Asset Sale Offer Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness so tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each purchase repurchase of Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 or 4.10 of this Section 4.10Indenture, the Company will shall comply with the applicable securities laws and regulations and by so doing will shall not be deemed to have breached its obligations under those provisions of this Section 4.10Indenture by virtue of such conflict.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, to consummate an Asset Sale unless (i) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, ; (ii) the fair market value is determined by (a) an executive officer of the Company if the value is less than $20.0 million and evidenced by an Officers’ Certificate delivered to the Trustee or (b) the Company’s Board of Directors of if the Company value is $20.0 million or more and evidenced by a resolution of that such Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the consideration therefor received in the Asset Sale by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalents; provided, however, that Equivalents or any combination thereof. For purposes of this Section 4.10 each of the following shall be deemed to be cash: (Aa) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company (or the any Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, liability and (Bb) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash (or Cash Equivalents within 180 days following the closing of such Asset Sale, to the extent of that cash), and (C) Additional Assets the cash or Cash Equivalents received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provisionthat conversion. Within 360 365 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, Proceeds at its option, option (i) to repay permanently repay, repurchase, redeem, defease or otherwise acquire or retire Senior Debt of the Company or any Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect theretoof a Restricted Subsidiary; (ii) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of of, another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided other long-term assets that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreementare used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this preceding paragraph shall be deemed to will constitute "“Excess Proceeds." Within five days of each date on which ” When the aggregate amount of Excess Proceeds exceeds $10,000,00025.0 million, the Company shall will be required to make an offer (an “Asset Sale Offer”) to all Holders of Notesand to the extent required, as well as to all holders of other Indebtedness of the Company that is pari passu with the Notes and that has containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the benefit proceeds of provisions requiring the Company to make a similar offer (an "Asset Sale Offer")sales of assets, to purchase the maximum principal amount of Notes (in integral multiples of $1,000) and such other pari passu Indebtedness of the Company that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of Notes and other pari passu Indebtedness to be purchasedpurchased or the lesser amount required under agreements governing such other pari passu Indebtedness, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to the date of purchase, and will be payable in cash. The Company may use If any Excess Proceeds remaining remain after consummation of an Asset Sale Offer Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis (or, in the case of Notes issued in global form as discussed under Section 2.03 hereof, based on a method as DTC or its nominee or successor may require or, where such nominee or successor is the principal amount of Notes Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and other pari passu Indebtedness so tenderedappropriate unless otherwise required by law). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase the repurchase of Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.10covenant, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10covenant by virtue of such compliance.

Asset Sales. The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, cause or make an Asset Sale, unless (x) the Borrower or any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the Restricted Subsidiary of the CompanySubsidiaries, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the Borrower) of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iiiy) at least 75% of the consideration therefor received by the Company Borrower or such Restricted Subsidiary, as the case may be, consists is in the form of cash Cash Equivalents or Cash EquivalentsAdditional Assets; provided, however, thatprovided that the amount of: (Ai) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be), as shown on its the Borrower’s or a Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes Loans or any Subsidiary Guarantee) that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the assets pursuant to a customary novation agreement that releases the transferor from further liability, transaction with such transferee, (Bii) any securities, notes or other obligations or other securities or assets received by the Borrower or such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company Borrower or the such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of that cashthe cash received), (iii) with respect to any Asset Sale of Oil and Gas Properties by the Borrower or any Restricted Subsidiary, the costs and expenses related to the exploration, development, completion or production of such Oil and Gas Properties and activities related thereto agreed to be assumed by the transferee (or an Affiliate thereof), and and (Civ) Additional Assets any Designated Non-cash Consideration received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company Borrower or any of its Restricted Subsidiaries of any Net Proceeds from in such Asset Sale having an Asset Saleaggregate Fair Market Value (as determined in good faith by the Borrower), the Company may apply such Net Proceeds, at its option, (i) taken together with all other Designated Non-cash Consideration received pursuant to repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) ifthat is at that time outstanding, within 360 days not to exceed the greater of 4% of Adjusted Consolidated Net Tangible Assets and $300.0 million at the time of the Asset Salereceipt 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), the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days be Cash Equivalents for the purposes of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase. The Company may use any Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.106.06.

Asset Sales. The Company (a) Holdings shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company (Holdings or the any Restricted Subsidiary of the CompanySubsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by Holdings) of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iiiy) at least 75% of the consideration therefor received by the Company Holdings or such Restricted Subsidiary, as the case may be, consists is in the form of cash Cash Equivalents or Cash EquivalentsAdditional Assets; provided, however, thatprovided that the amount of: (Ai) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be), as shown on its Holdings’ or a Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of Holdings or a Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the assets pursuant to a customary novation agreement that releases the transferor from further liability, transaction with such transferee, (Bii) any securities, notes or other obligations or other securities or assets received by Holdings or such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company Holdings or the such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), (iii) with respect to any Asset Sale of Oil and Gas Properties by Holdings or any Restricted Subsidiary, the costs and expenses related to the exploration, development, completion or production of such Oil and Gas Properties and activities related thereto agreed to be assumed by the transferee (or an Affiliate thereof), (iv) Indebtedness of any Restricted Subsidiary that cashis no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that Holdings and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (v) consideration consisting of Indebtedness of Holdings (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not Holdings or any Restricted Subsidiary in connection with the Asset Sale and that is cancelled, and (vi) any Designated Non-cash Consideration received by Holdings or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by Holdings), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(vi) that is at that time outstanding, not to exceed the greater of 10.0% of Adjusted Consolidated Net Tangible Assets and $100.0 million at the time of the receipt of such Designated Non-cash Consideration (C) Additional Assets with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in an exchange-of-assets transaction value), shall all be deemed to be cash Cash Equivalents for the purposes of this provision. Section 4.06(a). (b) Within 360 365 days after the receipt by the Company Holdings’ or any Restricted Subsidiary’s receipt of its Restricted Subsidiaries the Net Proceeds of any Asset Sale, Holdings or such Restricted Subsidiary may apply the Net Proceeds from an such Asset Sale, the Company may apply such Net Proceeds, at its option, : (i) to repay permanently (A) Indebtedness constituting Bank Indebtedness and other Pari Passu Indebtedness that is pari passu with the Notes andsecured by a Lien permitted under this Indenture, if the (B) Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner Restricted Subsidiary that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase. The Company may use any Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10.Subsidiary Guarantor,

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a Board Resolution and as set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of, of and (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalentscash; provided, however, that provided that the amount of (Ax) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company (or the any Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranteeguarantee thereof) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, liability and (By) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company or the such Restricted Subsidiary into cash (to the extent of that cashthe cash received), and (C) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (ia) to repay permanently Indebtedness that is pari passu with reduce (or, in the Notes andcase of letters of credit or Eurodollar loans under the Credit Agreement, if the Indebtedness repaid is revolving credit Indebtedness, cash collateralize) any Senior Debt (and to correspondingly reduce the lenders' commitments with respect thereto; thereto in the case of revolving borrowings), or (iib) to acquire all or substantially all the acquisition of a controlling interest in another business, the assets or a majority making of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure or the acquisition of other long-term assets, in a Permitted Business; or (iv) to acquire Additional Assets; provided that each case, in the same line of business as the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after was engaged in on the date of the agreementthis Indenture. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall shall, within ten Business Days thereafter, be required to make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), Offer to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The , at an offer price will be in cash in an amount equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase, in accordance with the procedures set forth in this Indenture. The To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedbasis. Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with each purchase the repurchase of the Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Company will comply with the applicable securities laws and regulations and by so doing will shall not be deemed to have breached its obligations under described in this Section 4.10Indenture by virtue thereof.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale unless unless: (i1) the Company (or the any of its Restricted Subsidiary of the CompanySubsidiaries, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, Fair Market Value (ii) the fair market value is as determined in good faith by the Board of Directors of the Company and evidenced by a resolution Company) of that Board of Directors set forth in an Officers' Certificate delivered to the Trusteeassets sold or otherwise disposed of; and and (iii2) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, consists is in the form of cash or Cash Equivalents; provided, however, thatprovided that the amount of: (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary of the Company (or the Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary GuaranteeNotes) that are assumed by the transferee of any such assets and from which the assets pursuant to a customary novation agreement that releases the transferor from further liability, Company or any Restricted Subsidiary are released in writing; (B) any securities, notes or other obligations or other securities or assets received by the Company or such Restricted Subsidiary of the Company from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary of the Company into cash within 180 days of the receipt thereof (to the extent of that cashthe cash received), and ; and (C) Additional any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Board of Directors of the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed 5.0% of Total Assets of the Company at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in an exchange-of-assets transaction value); shall all be deemed to be cash Cash Equivalents for the purposes of this provision. Within 360 365 days after the receipt by the Company or any Restricted Subsidiary of its Restricted Subsidiaries the Company of the Net Proceeds of any Net Proceeds from an Asset SaleSale (or Event of Loss Proceeds), the Company or such Restricted Subsidiary of the Company may apply the Net Proceeds from such Net Asset Sale (together with any Event of Loss Proceeds), at its option, : (i1) to repay permanently reduce Obligations under Secured Indebtedness or Pari Passu Indebtedness (provided that if the Company or any Guarantor shall so reduce Obligations under Pari Passu Indebtedness (other than Pari Passu Indebtedness that is pari passu with Secured Indebtedness), the Company will equally and ratably reduce Obligations under the Notes andif the Notes are then prepayable or, if the Indebtedness repaid is revolving credit IndebtednessNotes may not then be prepaid, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall make making an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu (in accordance with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (procedures set forth below for an "Asset Sale Offer"), ) to all holders to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer at a purchase price will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchasedthereof, plus accrued and unpaid interest and Liquidated Damages, if any, the pro rata principal amount of Notes that would otherwise be prepaid) or Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Company or an Affiliate of the Company, (2) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), or capital expenditures or assets, in each case used or useful in a Similar Business, and/or (3) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), properties or assets that replace the properties and assets that are the subject of such Asset Sale or Event of Loss; provided that in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment and, in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, the Company or such Restricted Subsidiary enters into another binding commitment within nine months of such cancellation or termination of the prior binding commitment; provided, further, that any such binding commitment to invest shall be subject to only customary conditions (other than financing). Pending the final application of any such Net Proceeds (or Event of Loss Proceeds), the Company or such Restricted Subsidiary of the Company may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds (or Event of Loss Proceeds) in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from any Asset Sale (or Event of Loss Proceeds) that are not applied as provided and within the time period set forth in the second paragraph of this Section 4.10 (it being understood that any portion of such Net Proceeds (or Event of Loss Proceeds) used to make an offer to purchase Notes, as described in clause (1) of the second paragraph of this Section 4.10, shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall make an Asset Sale Offer to all Holders (and, at the option of the Company, to holders of any Pari Passu Indebtedness) to purchase the maximum principal amount of Notes (and such Pari Passu Indebtedness) that is an integral multiple of $2,000 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 thereof (or, in the event such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Liquidated Damages, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in this Indenture. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $15.0 million as provided in Section 3.09 hereof. To the extent that the aggregate amount of Notes (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 remaining after consummation of an Asset Sale Offer for any purpose that is not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes (and other pari passu Indebtedness such Pari Passu Indebtedness) to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedas provided in Section 3.09 hereof. Upon completion of each any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations to the extent such laws or regulations are applicable in connection with each purchase the repurchase of the Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Company will comply with the applicable securities laws and regulations and by so doing will shall not be deemed to have breached its obligations under described in this Section 4.10Indenture by virtue thereof.

Asset Sales. The Company Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company (Holdings or the such Restricted Subsidiary of the Company, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of, ; (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the consideration therefor received by the Company Holdings or such Restricted SubsidiarySubsidiary is in the form of cash, as Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this provision, each of the case may be, consists of cash or Cash Equivalents; provided, however, thatfollowing shall be deemed to be cash: (A) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be)liabilities, as shown on its Holdings’ or such Restricted Subsidiary’s most recent balance sheet sheet, of Holdings or any Restricted Subsidiary (other than contingent liabilities and liabilities liabilities, Indebtedness that are is by their its terms subordinated to the Notes Obligations and liabilities to the extent owed to Holdings or any Subsidiary GuaranteeAffiliate of Holdings) that are assumed by the transferee of the any such assets or Equity Interests pursuant to a customary written novation agreement that releases the transferor Holdings or such Restricted Subsidiary from further liabilityliability therefor, and (B) any securities, notes or other obligations received by Holdings or any such Restricted Subsidiary from the such transferee that are contemporaneously (within 90 days of receipt and subject to ordinary settlement periods) converted by the Company Holdings or the such Restricted Subsidiary into cash (to the extent of that cash), and (C) Additional Assets the cash received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (i) to repay permanently Indebtedness that is pari passu with the Notes conversion); and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or if such Asset Sale involves the transfer of Collateral, (ivA) such Asset Sale complies with the applicable provisions of the Security Documents, and (B) to acquire Additional Assetsthe extent required by the Security Documents, all consideration (including cash and Cash Equivalents) received in such Asset Sale shall be expressly made subject to the Lien under the Security Documents; provided provided, that the Company will have complied with this clause Borrower or any Guarantor may designate consideration received in exchange for the sale or other disposition of Collateral having an aggregate Fair Market Value of $75 million since the Effective Date as “Excluded Assets” (ivas defined in the Security Agreement) if, within 360 days of not subject to the Asset SaleLien under the Security Documents. Notwithstanding the foregoing, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds 75% limitation referred to in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph Section 9.04(ii) shall be deemed satisfied with respect to constitute "Excess Proceeds." Within five days of each date on any Asset Sale in which the aggregate amount cash, Cash Equivalents or Replacement Assets portion of Excess Proceeds exceeds $10,000,000the consideration received therefrom, the Company shall make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu determined in accordance with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (foregoing provision on an "Asset Sale Offer")after tax basis, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will be is equal to 100% of or greater than what the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase. The Company may use any Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into after-tax proceeds would have been had such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply complied with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10aforementioned 75% limitation.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (ia) the Company (or the Restricted Subsidiary of the CompanySubsidiary, 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 Company) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iiib) at least 75% of the consideration therefor Net Proceeds received by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of cash or Cash Equivalents; provided. For purposes of this provision, however, thateach of the following shall be deemed to be cash: (Ai) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet), of the Company (or the any Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Note Guarantee) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, ; (Bii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash (to the extent of the cash received in that cashconversion) within 180 days following the closing of such Asset Sale; and (iii) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Company), taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (A) $75 million or (B) five percent (5%) of the total assets of the Company and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Company and determined in accordance with GAAP (C) Additional Assets with the fair market value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in an exchange-of-assets transaction value), shall all be deemed to be cash for purposes of this provisionparagraph and for no other purpose. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may or a Restricted Subsidiary must apply such Net Proceeds, at its option, : (ia) to be reinvested in the business of the Company or a Restricted Subsidiary; (b) to repay permanently or retire any Senior Debt (including, but not limited to, revolving credit borrowings in which the related commitments are terminated); or (c) to make an offer to purchase the Notes at 100% of principal amount, plus accrued and unpaid interest, if any, and if applicable, to make an offer to the holders of other Indebtedness of the Company that is ranks pari passu with the Notes and, if (the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii“Other Debt”) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company and that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that by its terms requires the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase. The Company may use any Excess Proceeds remaining after Other Debt upon consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into Sale, to purchase such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased Other Debt on a pro rata basis based on with the principal amount of Notes and other pari passu Indebtedness so tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zeroNotes. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each purchase repurchase of Notes pursuant to an Asset Sale Offerclause (c) above. If To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Section 4.10Indenture, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under the Asset Sale provisions of this Section 4.10Indenture by virtue of such compliance. Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale (other than to the Company or other Restricted Subsidiary) unless (i) the Company (or the such Restricted Subsidiary of the Company, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 7580% of the consideration therefor received by the Company or such Restricted Subsidiary, as Subsidiary from such Asset Sale is in the case may be, consists form of cash and no portion thereof shall consist of inventory or Cash Equivalentsaccounts receivable or other property that would become subject to a Lien held by any other creditor of the Company or of any Restricted Subsidiary of the Company; provided, however, that (A) that the amount of any liabilities of the Company (cash equivalent or the Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of the assets pursuant to a customary novation agreement that releases the transferor from further liability, (B) any securities, notes note or other obligations obligation received from the transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary from the transferee in any such transaction that is converted within 90 days by the Company or such Restricted Subsidiary into cash (to the extent of that cash), and (C) Additional Assets received in an exchange-of-assets transaction shall all be deemed upon such conversion to be cash for purposes of this provision. Within 360 days after ; (ii) to the receipt extent such Asset Sale involves Collateral, (x) the consent of the Majority Holders shall be obtained prior to the consummation of such sale and (y) the Company shall cause the aggregate cash proceeds received by the Company or such Restricted Subsidiary in respect of such Asset Sale which are allocated to the Collateral, net of the items set forth in clauses (i) through (vi) of the definition of Net Proceeds (the "Collateral Proceeds") to be deposited with the Collateral Agent in the Intercreditor Collateral Account as and when received by the Company or any of its Restricted Subsidiaries and shall otherwise comply with the Intercreditor Agreements and Article Fourteen hereof applicable (i) If all or a portion of the Net Proceeds of any Asset Sale are not required to be applied to repay permanently any Senior Indebtedness of the Company then outstanding as required by the terms thereof, or the Company determines not to apply such Net Proceeds from an Asset Saleto the permanent prepayment of any Senior Indebtedness outstanding or if no such Senior Indebtedness is then outstanding, then the Company may apply such Net Proceeds, at its option, (i) to repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 365 days of the Asset Sale, invest the Company has entered into an agreement covering Net Proceeds in the acquisition which is thereafter completed within 180 days after the date Company, or in one or more Restricted Subsidiaries in a Related Business. (Any optional prepayment of the agreement. Pending Term Loan Notes with the final application Net Proceeds of an Asset Sale shall be permitted only if the amount of such prepayment is limited to the Pro Rata Share (as defined in the Intercreditor Agreement) with respect to the Term Loan Notes, and the Pro Rata Share with respect to the Securities is used to make an Asset Sale Offer (as described below), and any such Net Proceeds, the Company may temporarily reduce repayment of a revolving credit borrowings facility or otherwise invest similar agreement that makes credit available with the Net Proceeds of an Asset Sale shall be permitted only if the commitment thereunder is also permanently reduced by such amount.) The amount of such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied neither used to permanently repay or prepay Senior Indebtedness nor used or invested as provided set forth in the first sentence of this paragraph shall be deemed to constitute constitutes "Excess Proceeds." Within five days of each date on which " (ii) When the aggregate amount of Excess Proceeds exceeds from one or more Asset Sales equals $10,000,00010,000,000 or more, the Company shall make an offer apply 100% of such Excess Proceeds within 365 days subsequent to all Holders the consummation of Notes, as well as all holders the Asset Sale which resulted in the Excess Proceeds equalling $10,000,000 or more to the purchase of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring Securities tendered to the Company to make for purchase at a similar offer price (an the "Asset Sale OfferPurchase Price"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will be ) equal to 100% of the principal amount of Notes and other Indebtedness to be purchasedthereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchasepurchase pursuant to an offer to purchase made by the Company (an "Asset Sale Offer") with respect to the Securities. The Company may use any Excess Proceeds remaining after consummation of an Any Asset Sale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on may include a pro rata basis based on the principal amount of Notes and offer under similar circumstances to purchase other pari passu Senior Indebtedness so tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10requiring a similar offer.

Asset Sales. The (a) Except as otherwise provided in clauses (c) and (d) below, the Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (ia) the Company (or the such Restricted Subsidiary of the CompanySubsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, Fair Market Value (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board the board of Directors directors set forth in an Officers' Certificate delivered to the Trustee; ) of the assets (net of the Fair Market Value of Liens on such assets) issued or sold or otherwise disposed of and (iiib) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of (i) cash or Cash Equivalents; providedEquivalents or (ii) property or assets that are used or useful in a Permitted Business, howeveror the Capital Stock of any Person engaged in a Permitted Business if, thatas a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary. (Ab) For purposes of this Section 4.07 each of the following shall be deemed cash: (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company (or the any Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary GuaranteeGuarantee thereof) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, (By) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash or Cash Equivalents (to the extent of that cashthe cash or Cash Equivalents received), and (Cz) Additional Assets any Designated Noncash Consideration received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from in such Asset Sale having an Asset Saleaggregate Fair Market Value, the Company may apply such Net Proceeds, at its option, taken together with all other Designated Noncash Consideration received pursuant to this clause (iz) to repay permanently Indebtedness that is pari passu at that time outstanding, not to exceed 15% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the Notes and, if Fair Market Value of each item of Designated Noncash Consideration being measured at the Indebtedness repaid is revolving credit Indebtedness, time received and without giving effect to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged subsequent changes in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assetsvalue); provided that the Company 75% limitation referred to in clause (b) above will not apply to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with subclauses (x), (y) and (z) above, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with this clause the aforementioned 75% limitation. (ivc) if, within 360 days Subject to the applicable requirements of the Asset SaleTIA, if any, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date or any Subsidiary of the agreementCompany may, at any time and from time to time, in its sole and absolute discretion, without any other action whatsoever, effect and consummate, or permit or cause to be effected and consummated, any Permitted License Holding Subsidiary Transaction. Pending In the final application event of the consummation of any such Net ProceedsPermitted License Holding Subsidiary Transaction, the Company may temporarily reduce revolving credit borrowings or shall, except as otherwise invest such Net Proceeds provided below, cause cash in any manner that is not prohibited by this Indenture. Any an amount equal to the Net Proceeds from Asset Sales that are not applied such Permitted License Holding Subsidiary Transaction allocable to the Collateral (as determined by the Board of Directors based upon an opinion as to fairness to the Holders from a financial point of view issued by an accounting, appraisal or invested as investment banking firm of national standing; provided no such fairness opinion or valuation shall be required in the first sentence event the value of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which the assets transferred does not exceed, in the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall make an offer to with all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"prior Permitted License Holding Subsidiary Transaction(s), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages$25 million), if any, to be delivered and pledged to the date Collateral Agent upon the closing of purchasesuch Permitted License Holding Subsidiary Transaction (i) for deposit in the Cash Collateral Account pursuant to Section 11.01 or (ii) if the consideration for any Permitted License Holding Subsidiary Transaction includes Instruments, the Company shall cause such Instruments to be delivered and pledged to the Collateral Agent on or prior to the third day after the closing of such Permitted License Holding Subsidiary Transaction (or upon the closing thereof, if the Capital Stock or Property disposed of therein is part of the Collateral) for deposit in the Cash Collateral Account pursuant to Section 11.02 hereof, and pending such delivery, the Company shall hold such cash or Instruments, as applicable, in trust for the Collateral Agent and the Holders. The Notwithstanding the foregoing, the Company may use promptly apply (or cause to be applied), in its sole and absolute discretion, the Net Proceeds of any Excess Proceeds remaining after consummation one or more Permitted License Holding Subsidiary Transactions allocable to the Collateral (as determined by the Board of Directors based upon an Asset Sale Offer for any purpose opinion as to the fairness to the Holders from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; provided no such fairness opinion or valuation shall be required in the event the value of the assets transferred does not otherwise prohibited by this Indenture. If exceed, in the aggregate with all prior Permitted License Holding Subsidiary Transaction(s), $25 million) to either (i) redeem the Notes, provided that, in the event that the aggregate principal amount of the Notes and other pari passu Indebtedness tendered into such Asset Sale Offer then outstanding exceeds the amount available Net Proceeds of Excess Proceedssuch Permitted License Holding Subsidiary Transaction(s), the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on basis; or (ii) invest in any other assets related to the principal amount Company's wireless telecommunications business, provided that (a) such investment is made within 60 days after the consummation of the Permitted License Holding Subsidiary Transaction, and (b) such investment is made in a Restricted Subsidiary, all of the stock which is pledged to the Collateral Agent for the benefit of the Trustee and the holders of the Notes and that, at the time of such investment, has (x) no material assets other pari passu Indebtedness so tendered. Upon completion than direct or indirect interests in personal communications services licenses granted by the FCC (as defined below), direct or indirect interests in Restricted Subsidiaries owning such licenses, and assets related to the Company's and/or any Restricted Subsidiary's wireless communications business and (y) no material liabilities (as defined in accordance with GAAP and consolidated with all of each Asset Sale Offersuch Restricted Subsidiaries, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 direct and indirect subsidiaries) other than liabilities arising under the Exchange Act and all other applicable securities laws and regulations or in connection with each purchase of Notes pursuant Vendor Financing, this Indenture or obligations owed to an Asset Sale Offer. If the provisions FCC in connection with the acquisition and/or maintenance of any securities laws such licenses. Notwithstanding anything contained herein to the contrary, to the extent that a consummated Permitted License Holding Subsidiary Transaction constitutes or regulations conflict involves (a) the issuance or sale of Capital Stock or the issuance, collateralization or guarantee of high-yield debt securities, or any borrowing other than Vendor Financing, or (b) the sale to a Person of all or any portion of the FCC licenses held by the applicable Restricted Subsidiary (or the applicable direct or indirect subsidiary thereof) or the Collateral (in each of (a) and (b) excluding transactions and/or transfers between or among Restricted Subsidiaries or direct or indirect subsidiaries thereof) that together with the Net Proceeds of all prior Permitted License Holdings Subsidiary Transactions (other than of the type(s) referenced in the preceding parenthetical) exceeds 25% of the total value of all of the Collateral as of the Issuance Date, the Net Proceeds of such Permitted License Holding Subsidiary Transaction shall be used solely in accordance with subclause (i) of the foregoing sentence. Subclauses (i) and (ii) shall be referred to herein as an Allowable Investment. The Collateral Agent and the Trustee shall take, or cause to be taken, any other action, including, without limitation, releasing any Liens in connection with a Permitted License Holding Subsidiary Transaction, as may be reasonably requested by the Company in connection with the consummation of a Permitted License Holding Subsidiary Transaction. (d) Notwithstanding anything to the contrary in this Section 4.10Indenture, the Company will comply may sell, lease, convey, dispose or transfer C-block licenses that are owned, leased or otherwise held by License Holding Subsidiaries with a value up to 5% of the applicable securities laws Aggregate License Value (as defined below) to the Federal Communications Commission ("FCC") or as otherwise directed by the FCC. Such 5% determination shall be made by the Board of Directors and regulations shall be based upon (i) the aggregate value of the Company's C-block licenses, as determined by the bankruptcy court by decision dated May 12, 1999, in Adversary Proceeding No. 98-5178A, as captioned NEXTWAVE PERSONAL COMMUNICATIONS INC. against FEDERAL COMMUNICATIONS COMMISSION (the "Aggregate License Value") and (ii) valuation reports prepared on behalf of the Company in connection with such adversary proceeding. The consent of fifty-one percent of the Holders shall be required for the Company to sell, lease, convey, dispose or transfer C-block licenses with a value exceeding 5% of the Aggregate License Value to the FCC or as otherwise directed by so doing will not be deemed the FCC. (e) To the extent that any Person forecloses on any of the assets of the Company or any Restricted Subsidiary and such foreclosure yields a surplus, the Company or such Restricted Subsidiary shall apply such surplus to have breached its obligations under this Section 4.10an Allowable Investment.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the such Restricted Subsidiary of the CompanySubsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; ) of the assets or Equity Interests issued or sold or otherwise disposed of and (iiiii) at least 7585% of the consideration therefor received by the Company or such Restricted Subsidiary, as Subsidiary is in the case may be, consists form of any combination of cash or Cash Equivalents; provided, however, that provided that the amount of (Aa) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company (or the such Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranteeguarantee thereof) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, liability and (Bb) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash (to the extent of that cashthe cash received), and (C) Additional Assets received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provision. Within 360 days after The Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with clause (ii) of the receipt immediately proceeding paragraph if (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or other property sold, issued or otherwise disposed of and (ii) at least 85% of the consideration for such Asset Sale constitutes any combination of cash, Cash Equivalents and Productive Assets; provided that any cash consideration, any non-cash consideration not constituting Productive Assets received by the Company or any of its Restricted Subsidiaries in connection with such Asset Sale that is converted into or sold or otherwise disposed of for cash or Cash Equivalents at any time within 270 days after such Asset Sale and any Productive Assets constituting cash or Cash Equivalents received by the Company or any of its Restricted Subsidiaries in connection with such Asset Sale shall constitute Net Cash Proceeds subject to the provisions set forth above. Within 270 days after the receipt of any Net Proceeds from an any Asset Sale, the Company may (or such Restricted Subsidiary) may, subject to the provisions of the covenant described in Section 4.07 hereof, apply such Net Proceeds, at its option, Proceeds to (i) permanently reduce the amounts permitted to repay permanently Indebtedness be borrowed by the Company or such Restricted Subsidiary under the terms of any of its Debt that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; not Subordinated Debt or (ii) to acquire all the purchase of Telecommunications Related Assets or substantially all of the assets or a majority of the Voting Stock of another company that is any Person engaged in a Permitted Business; the Telecommunications Business in the U.S. (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days such Person concurrently becomes a Restricted Subsidiary of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreementCompany). Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall will be deemed to constitute "Excess Proceeds." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall will be required to make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), ) to purchase repurchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The , at an offer price will be in cash in an amount equal to 100% of the principal amount of the Notes and other Indebtedness to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase (or, if such Asset Sale Offer is to be consummated prior to the Full Accretion Date, 100% of the Accreted Value of the Notes, plus accrued and Liquidated Damagesunpaid interest thereon, if any, to the date of purchase), in accordance with the procedures set forth in the Indenture. The Company may use To the extent that any Excess Proceeds remaining remain after consummation of an Asset Sale Offer Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this the Indenture. If the aggregate Accreted Value or principal amount amount, as the case may be, of Notes and other pari passu Indebtedness tendered into pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedbasis. Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations in connection with each purchase thereunder to the extent such laws and regulations are applicable to the repurchase of Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Section 4.10Indenture, the Company will shall comply with the applicable securities laws and regulations and by so doing will shall not be deemed to have breached its obligations under the Asset Sale provisions of this Section 4.10Indenture by virtue thereof.

Asset Sales. (i) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate cause or make an Asset Sale unless Sale, unless: (iA) the Company (Borrower or the such Restricted Subsidiary of the CompanySubsidiary, 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 Borrower on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; (iiB) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 7585% of the consideration therefor received by the Company Borrower or such Restricted Subsidiary, as the case may be, consists is in the form of cash cash, Cash Equivalents or Cash Equivalents; provided, however, thatReplacement Assets (which shall in the case of any Asset Sale of Collateral be of a type which would constitute Collateral (which are thereupon with their acquisition added to the Collateral securing the Secured Obligations in the manner and to the extent required in this Agreement or any of the Collateral Documents)) or a combination of the foregoing; (AC) to the extent that any consideration received by the Borrower or a Restricted Subsidiary in such Asset Sale 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 Secured Obligations in the manner and to the extent required in this Agreement or any of the Collateral Documents; and (D) 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 Section 2.04. (ii) All Net Proceeds received from any Asset Sale not constituting Collateral shall be used to repay the Obligations in accordance with Section 2.04. (iii) All Net Proceeds received from any Recovery Event to the extent such Recovery Event relates to Collateral shall be deposited directly into the Collateral Account and shall to the extent required by Section 2.04 be withdrawn to repay the Obligations in accordance with Section 2.04. (b) For purposes of paragraph (a) of this Section, (i) any liabilities (other than Pari Passu Payment Lien Obligations, Disqualified Stock and Indebtedness the repayment of the Company which would constitute a Restricted Payment) (or the Restricted Subsidiary of the Company, as the case may be), as shown on its the Borrower’s, or such Restricted Subsidiary’s, most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to or in the Notes notes thereto) of the Borrower or any Restricted Subsidiary Guarantee) that are assumed by the transferee of any such assets and for which the assets pursuant to a customary novation agreement that releases the transferor from further liability, Borrower and all Restricted Subsidiaries have been validly released by all creditors in writing; and (Bii) any securities, notes securities or other obligations received by the Borrower or such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company Borrower or the such Restricted Subsidiary into cash or Cash Equivalents (to the extent of that cash), and (Cthe cash or Cash Equivalents received) Additional Assets received in an exchange-of-assets transaction within 180 days following the closing of such Asset Sale shall all be deemed to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (i) to repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess ProceedsCash Equivalents." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase. The Company may use any Excess Proceeds remaining after consummation of an Asset Sale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to an Asset Sale Offer. If the provisions of any securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.10.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Company (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, ; (ii2) the fair market value is determined by the Company's Board of Directors of the Company and evidenced by a resolution of that the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and and (iii3) at least 75% of the consideration therefor received in the Asset Sale by the Company or such Restricted SubsidiarySubsidiary is in the form of cash. For purposes of this provision, as each of the case may be, consists of cash or Cash Equivalents; provided, however, thatfollowing shall be deemed to be cash: (A) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be)liabilities, as shown on its the Company's or such Restricted Subsidiary's most recent balance sheet sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Note Guarantee) that are assumed by the transferee of the any such assets pursuant to a customary novation agreement that releases the transferor Company or such Restricted Subsidiary from further liability, ; and (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or the such Restricted Subsidiary into cash (within 180 days of their receipt, to the extent of that cash), and (C) Additional Assets the cash received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provisionthat conversion. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, Proceeds at its option, : (i1) to repay permanently Indebtedness that is pari passu with the Notes Senior Debt and, if the Indebtedness Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; ; (ii2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of of, another company that is engaged in a Permitted Business; ; (iii3) to make a capital expenditure expenditure; or (4) to acquire other long-term assets that are used or useful in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this preceding paragraph shall be deemed to will constitute "Excess Proceeds." Within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $10,000,00015.0 million, the Company shall will make an offer Asset Sale Offer to all Holders of Notes, as well as Notes and all holders of other Indebtedness that is pari passu with the Notes and that has containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the benefit proceeds of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), sales of assets in accordance with Section 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. The Company may use If any Excess Proceeds remaining remain after consummation of an Asset Sale Offer Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tenderedbasis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase repurchase of Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.10 of this Section 4.10Indenture, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under the provisions of this Section 4.10Indenture by virtue of such conflict.

Asset Sales. The Company (a) No Indenture Obligor shall, nor shall not, and shall not it permit any of its Restricted Obligor Subsidiaries to, consummate an make any Asset Sale (other than to another Indenture Obligor or such other Subsidiary) unless (i) the Company (such Indenture Obligor or the Restricted such Subsidiary of the Company, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Board of Directors of the Company and evidenced by a resolution of that Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 7585% of the consideration therefor received by the Company such Indenture Obligor or such Restricted Subsidiary, as Subsidiary from such Asset Sale is in the case may be, consists form of cash (in Dollars) and no portion thereof shall consist of inventory or Cash Equivalentsaccounts receivable or other property that would become subject to a Lien held by any other creditor of such Indenture Obligor or of any such Subsidiary other than the Lenders, New Tranche A Note Holders or the Holders of the Securities; provided, however, that (A) that the amount of any liabilities of the Company (cash equivalent or the Restricted Subsidiary of the Company, as the case may be), as shown on its most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of the assets pursuant to a customary novation agreement that releases the transferor from further liability, (B) any securities, notes note or other obligations obligation received by such Indenture Obligor or such Subsidiary from the transferee in any such transaction that are contemporaneously (subject to ordinary settlement periods) is converted within 45 days by the Company such Indenture Obligor or the Restricted such Subsidiary into cash (to the extent of that cash), and (C) Additional Assets received in an exchange-of-assets transaction shall all be deemed upon such conversion to be cash for purposes of this provision. Within 360 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (i) to repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (ii) to acquire all the extent such Asset Sale involves Collateral, PCI or substantially all the Company shall cause the aggregate cash proceeds received by such Indenture Obligor or such Subsidiary in respect of such Asset Sale which are allocated to the Collateral, net of the assets or a majority of the Voting Stock of another company that is engaged items set forth in a Permitted Business; clauses (i) through (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 days of the Asset Saledefinition of Net Proceeds (the "Collateral Proceeds"), to be deposited with the Company has entered into an agreement covering Collateral Agent in the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of Intercreditor Collateral Account as and when received by such Indenture Obligor or any such Net Proceeds, Subsidiary for application in accordance with the Company may temporarily reduce revolving credit borrowings or otherwise invest such Common Security and Intercreditor Agreement and this Indenture; and (iii) the Net Proceeds received by such Indenture Obligor or such Subsidiary from any Asset Sale are applied in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in accordance with the first sentence following paragraphs. (b) The Company shall apply 100% of this paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Net Proceeds exceeds $10,000,000or the Collateral Proceeds, as the case may be, from each and every Asset Sale, subject to the provisions, if applicable, of the Common Security and Intercreditor Agreement, to the purchase of Securities tendered to the Company shall make an offer to all Holders of Notesfor purchase, as well as all holders of other Indebtedness that is pari passu with in each case then Outstanding, at a price (the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale OfferPurchase Price"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will be ) equal to 100% of the principal amount of Notes and other Indebtedness to be purchasedthereof, plus accrued interest, and unpaid interest and Liquidated Damagespremium, if any, to the date of purchasepurchase pursuant to an offer to purchase made by the Company (an "Asset Sale Offer") with respect to the Securities. (c) Until such time, if any, as the Net Proceeds from any Asset Sale are applied in accordance with this covenant, such Net Proceeds shall be segregated from 101 the other assets of each Indenture Obligor and each of its Obligor Subsidiaries and invested in cash or Eligible Investments. (d) Any Asset Sale Offer shall be made substantially in accordance with the procedures described under Section 1109 hereof. The Company may use Each Indenture Obligor shall cause a notice of any Excess Proceeds remaining after consummation Asset Sale Offer to be mailed to the Trustee and the Holders at their registered addresses not less than 30 days nor more than 45 days before the purchase date. In the case of a sale of Collateral, the notice of an Asset Sale Offer for any purpose shall contain the following additional information: (i) a description of the interests to be released; (ii) the Fair Market Value of the released interests as of a date no later than 60 days before the date of such notice; and (iii) certification that the purchase price received is not otherwise prohibited less than the Fair Market Value of such released interest as of the date of such release. Such notice to the Trustee shall be accompanied by this Indenturean Officers' Certificate setting forth a statement to the effect that (x) an Indenture Obligor intends to make an Asset Sale, and/or (y) there has occurred a destruction or condemnation in respect of Collateral resulting in Insurance Proceeds or Net Awards which are not required to be applied to effect a Restoration of the affected Collateral under the applicable Security Document. If The notice shall also be accompanied by an Opinion of Counsel as to the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds and satisfactory evidence from a title company that the Liens of the Collateral Agent or the remaining Collateral continue unimpaired as perfected first priority liens. Upon receiving notice of an Asset Sale Offer, Holders may elect to tender their Securities in whole or in part in integral multiples of $1 in exchange for cash. To the extent that Holders properly tender Securities in an amount exceeding the Asset Sale Offer, Securities of Excess Proceeds, the Trustee tendering Holders shall select the Notes and other pari passu Indebtedness to be purchased repurchased on a pro rata basis (based on amounts tendered). (e) In the principal amount of Notes and event any Indenture Obligor is required to make an Asset Sale Offer at a time when such Indenture Obligor is prohibited from making such Offer, any other pari passu Indebtedness so tendered. Upon completion of each Indenture Obligor shall, on or prior to the date that such Indenture Obligor is required to make an Asset Sale Offer, seek the amount consent of Excess Proceeds the Holders and the New Tranche A Note Holders to repurchase Securities pursuant to such Asset Sale Offer; provided, however, that the failure to make or consummate the Asset Sale Offer as provided herein shall be reset at zero. constitute an Event of Default. (f) The Company will comply shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act, any other tender offer rules under the Exchange Act and all other applicable U.S. Federal and state and Canadian federal and provincial securities laws and or regulations in connection with any offer to repurchase and the repurchase of the Securities as described above. (g) No Indenture Obligor shall, nor shall it not permit any of its Obligor Subsidiaries to, create or permit to exist or become effective any consensual restriction, other than restrictions not more restrictive taken as a whole (as determined in 102 good faith by the Board of Directors of PCI) than those in effect under the Exit Facility or any other Indebtedness permitted by Section 1008, that would materially impair the ability of any Indenture Obligor or any of its Obligor Subsidiaries to comply with the provisions of this Section 1009. (h) If at any time any non-cash consideration permitted by this Section 1009 (other than any such consideration consisting of inventory, accounts receivable and certain related assets securing or permitted to secure the Exit Facility) is received by any Indenture Obligor or any Obligor Subsidiary, as the case may be, in connection with any Asset Sale of assets permitted by this Section 1009 which includes Collateral, such non-cash consideration shall be made subject to the Lien of the Security Documents in the manner contemplated in the Common Security and Intercreditor Agreement to the extent of the purchase price allocated to the Collateral. If and when any such non-cash consideration received from any Asset Sale (whether or not relating to Collateral) is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Proceeds or the Collateral Proceeds thereof shall be applied in accordance with this Section 1009 and this Indenture. (i) All Insurance Proceeds and all Net Awards required to be delivered to the Collateral Agent pursuant to any Security Document shall constitute Trust Moneys and shall be delivered, or caused to be delivered by each Indenture Obligor or any of its Obligor Subsidiaries, as the case may be, to the Collateral Agent promptly after receipt by any Indenture Obligor or any of its Obligor Subsidiaries and be deposited into the appropriate Intercreditor Collateral Account. If the relevant Obligor shall not deliver a Restoration Election Notice (as such term is defined in the Common Security and Intercreditor Agreement) in accordance with Section 5.04 of the Common Security and Intercreditor Agreement, or if a Restoration (as such term is defined in the Common Security and Intercreditor Agreement) is not commenced and diligently continued, such Insurance Proceeds and Net Awards shall be deemed proceeds of an Asset Sale for the purposes of this Indenture, and the Company shall promptly apply 100% of the aggregate amount of Insurance Proceeds and Net Awards to the purchase of Notes Securities then Outstanding at a price equal to 100% of the principal amount thereof, plus accrued interest, and premium, if any, tendered to the Company for purchase pursuant to an Asset Sale Offer. If offer to purchase made by the Company with respect to the Securities and the provisions of this Indenture governing Asset Sale Offers and other related provisions shall apply to such an offer to purchase mutatis mutandis. Insurance Proceeds and Net Awards so deposited that may be applied by each Indenture Obligor or any securities laws or regulations conflict with this Section 4.10, of its Obligor Subsidiaries to effect a Restoration of the Company will comply affected Collateral under the applicable Security Document may be withdrawn from the Intercreditor Collateral Account only in accordance with the applicable securities laws provisions of the Common Security and regulations Intercreditor Agreement. Insurance Proceeds and by Net Awards so doing will deposited that are not applied to effect a Restoration of the affected Collateral under the applicable Security Document and are subject to a consummated Asset Sale Offer may only be deemed to have breached its obligations under this Section 4.10.withdrawn in accordance with applicable provisions of the Common Security and Intercreditor Agreement. 103

Asset Sales. The Company Corporation shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (ix) the Company Corporation (or the Restricted Subsidiary of the CompanySubsidiary, as the case may be) receives consideration at the time of such Asset Sale which, taken as a whole, is at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, (iiy) the such fair market value is determined by the Corporation's Board of Directors of the Company and evidenced by a resolution of that the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; Trustee and (iiiz) at least 75% of the consideration therefor received by the Company Corporation or such Restricted Subsidiary is in the form of cash or Cash Equivalents or Marketable Securities. For purposes of this provision, each of the following shall be deemed to be cash: (a) any liabilities (as shown on the Corporation's or such Restricted Subsidiary, as the case may be, consists of cash or Cash Equivalents; provided, however, that (A) any liabilities of the Company (or the Restricted Subsidiary of the Company, as the case may be), as shown on its 's most recent balance sheet sheet) of the Corporation or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Senior Notes or any Senior Subsidiary Guarantee) that are assumed by the transferee of the assets pursuant to a customary novation agreement that releases the transferor from further liability, any such assets; and (Bb) any securities, notes or other obligations received by the Corporation or any such Restricted Subsidiary from the such transferee that are contemporaneously (subject to ordinary settlement periods) converted converted, sold or exchanged by the Company Corporation or the such Restricted Subsidiary into cash within 30 days of the related Asset Sale (to the extent of that cash), and (C) Additional Assets the cash received in an exchange-of-assets transaction shall all be deemed to be cash for purposes of this provisionthat conversion). Within 360 270 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Company Corporation may apply such Net Proceeds, at its option, : (i) to repay permanently Indebtedness that is pari passu with the Notes and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; under any Bank Credit Facility; (ii) to invest in or to acquire all other properties or substantially all assets to replace the properties or assets that were the subject of the assets Asset Sale or a majority that will be used in businesses of the Voting Stock of another company that is engaged in a Permitted BusinessCorporation or its Restricted Subsidiaries, as the case may be, existing at the time such assets are sold; and (iii) to make (or cause such Restricted Subsidiary to make) a capital expenditure or commit (or cause such Restricted Subsidiary to commit) to make a capital expenditure in a Permitted Business; or (ivsuch commitments to include amounts anticipated to be expended pursuant to the Corporation's capital investment plan as adopted by the Board of Directors of the Corporation) to acquire Additional Assets; provided that the Company will have complied with this clause (iv) if, within 360 365 days of the such Asset Sale, the Company has entered into an agreement covering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company Corporation may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this preceding paragraph shall be deemed to constitute "Excess Proceeds." Within five days of each date on which When the --------------- aggregate amount of Excess Proceeds exceeds $10,000,0005 million, the Company Corporation shall make an offer Asset Sale Offer to all Holders of Senior Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price will in any Asset Sale Offer shall be equal to 100% of the principal amount of Notes and other Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchasepurchase and shall be payable in cash. The Company may use If any Excess Proceeds remaining remain after consummation of an Asset Sale Offer Offer, the Corporation may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Senior Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Senior Notes and other pari passu Indebtedness so tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company will Corporation shall comply with the requirements of Rule 14e-1 under the Exchange Act and all any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase repurchase of Senior Notes pursuant to an Asset Sale Offer. If To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.103.12, the Company will Corporation shall comply with the applicable securities laws and regulations and by so doing will shall not be deemed to have breached its obligations under the provisions of this Section 4.103.12 by virtue of such conflict.